N-Q 1 main.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-3587

Fidelity Financial Trust
 (Exact name of registrant as specified in charter)

82 Devonshire St., Boston, Massachusetts 02109
 (Address of principal executive offices)       (Zip code)

Scott C. Goebel, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-563-7000

Date of fiscal year end:

November 30

 

 

Date of reporting period:

February 28, 2011

Item 1. Schedule of Investments

Quarterly Holdings Report

for

Fidelity ® Convertible Securities Fund

February 28, 2011 

1.797939.107

CVS-QTLY-0411

Investments February 28, 2011 (Unaudited)

Showing Percentage of Net Assets

Corporate Bonds - 60.4%

 

Principal Amount (000s)

Value (000s)

Convertible Bonds - 60.3%

CONSUMER DISCRETIONARY - 7.4%

Auto Components - 0.1%

BorgWarner, Inc. 3.5% 4/15/12

$ 910

$ 2,174

Automobiles - 2.7%

Ford Motor Co. 4.25% 11/15/16

40,000

73,024

Diversified Consumer Services - 1.0%

Ingersoll-Rand Global Holding Co. Ltd. 4.5% 4/15/12

5,490

13,959

Regis Corp. 5% 7/15/14

2,230

2,973

Stewart Enterprises, Inc. 3.375% 7/15/16 (g)

11,000

10,863

 

27,795

Hotels, Restaurants & Leisure - 2.5%

MGM Mirage, Inc. 4.25% 4/15/15 (g)

62,300

67,634

Media - 1.0%

Virgin Media, Inc. 6.5% 11/15/16

8,000

13,226

XM Satellite Radio, Inc. 7% 12/1/14 (g)

10,000

13,563

 

26,789

Specialty Retail - 0.1%

Asbury Automotive Group, Inc. 3% 9/15/12 (g)

3,000

2,959

TOTAL CONSUMER DISCRETIONARY

200,375

CONSUMER STAPLES - 1.6%

Beverages - 0.6%

Molson Coors Brewing Co. 2.5% 7/30/13

14,000

16,103

Food Products - 1.0%

Smithfield Foods, Inc. 4% 6/30/13

22,250

27,637

TOTAL CONSUMER STAPLES

43,740

ENERGY - 15.2%

Energy Equipment & Services - 1.5%

Exterran Holdings, Inc. 4.25% 6/15/14

10,000

12,097

Global Industries Ltd. 2.75% 8/1/27 (g)

10,000

7,775

Hornbeck Offshore Services, Inc. 1.625% 11/15/26 (d)(g)

5,000

4,832

Oil States International, Inc. 2.375% 7/1/25 (g)

4,500

10,402

SESI LLC 1.5% 12/15/26 (d)(g)

7,000

7,254

 

42,360

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Convertible Bonds - continued

ENERGY - continued

Oil, Gas & Consumable Fuels - 13.7%

Alpha Natural Resources, Inc. 2.375% 4/15/15

$ 35,000

$ 45,462

Chesapeake Energy Corp. 2.5% 5/15/37

60,250

67,323

Goodrich Petroleum Corp. 3.25% 12/1/26

6,000

5,985

International Coal Group, Inc. 4% 4/1/17

2,160

4,079

Peabody Energy Corp. 4.75% 12/15/66

122,250

157,086

Pioneer Natural Resources Co. 2.875% 1/15/38

20,000

35,675

Quicksilver Resources, Inc. 1.875% 11/1/24 (g)

14,500

16,197

Western Refining, Inc. 5.75% 6/15/14

24,185

40,994

 

372,801

TOTAL ENERGY

415,161

FINANCIALS - 0.7%

Diversified Financial Services - 0.7%

The NASDAQ Stock Market, Inc. 2.5% 8/15/13

20,000

19,925

HEALTH CARE - 5.2%

Health Care Equipment & Supplies - 2.3%

Alere, Inc. 3% 5/15/16

31,000

35,069

Kinetic Concepts, Inc. 3.25% 4/15/15 (g)

15,000

17,625

SonoSite, Inc. 3.75% 7/15/14

7,000

8,138

Volcano Corp. 2.875% 9/1/15

1,890

2,138

 

62,970

Health Care Providers & Services - 0.2%

Omnicare, Inc.:

3.25% 12/15/35

2,086

1,924

3.75% 12/15/25

3,610

4,501

 

6,425

Life Sciences Tools & Services - 0.2%

Charles River Laboratories International, Inc. 2.25% 6/15/13 (g)

4,000

4,093

Pharmaceuticals - 2.5%

Biovail Corp. 5.375% 8/1/14

10,000

28,706

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Convertible Bonds - continued

HEALTH CARE - continued

Pharmaceuticals - continued

Nektar Therapeutics 3.25% 9/28/12

$ 9,000

$ 8,657

Valeant Pharmaceuticals International 4% 11/15/13

10,000

31,725

 

69,088

TOTAL HEALTH CARE

142,576

INDUSTRIALS - 12.2%

Aerospace & Defense - 0.8%

Alliant Techsystems, Inc. 2.75% 9/15/11

14,000

14,105

GenCorp, Inc. 4.0625% 12/31/39

7,830

7,483

 

21,588

Airlines - 3.2%

AMR Corp. 6.25% 10/15/14

17,990

19,561

Continental Airlines, Inc. 4.5% 1/15/15

9,280

13,827

UAL Corp.:

4.5% 6/30/21 (g)

10,500

10,772

4.5% 6/30/21

5,000

5,130

6% 10/15/29

3,600

10,592

US Airways Group, Inc.:

7% 9/30/20 (g)

4,810

4,804

7.25% 5/15/14

11,200

23,445

 

88,131

Commercial Services & Supplies - 1.2%

Metalico, Inc. 7% 4/30/28

34,000

31,960

Construction & Engineering - 0.4%

MasTec, Inc. 4.25% 12/15/14

8,000

10,930

Electrical Equipment - 0.8%

General Cable Corp. 4.5% 11/15/29 (d)

14,800

20,852

Industrial Conglomerates - 0.1%

Textron, Inc. 4.5% 5/1/13

1,440

3,081

Machinery - 2.6%

Greenbrier Companies, Inc.:

2.375% 5/15/26 (g)

5,500

5,335

2.375% 5/15/26

8,000

7,760

Terex Corp. 4% 6/1/15

19,590

43,431

Trinity Industries, Inc. 3.875% 6/1/36

15,000

15,356

 

71,882

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Convertible Bonds - continued

INDUSTRIALS - continued

Marine - 1.0%

Excel Maritime Carriers Ltd. 1.875% 10/15/27 (g)

$ 34,000

$ 26,010

Road & Rail - 2.0%

Hertz Global Holdings, Inc. 5.25% 6/1/14

28,000

55,468

Trading Companies & Distributors - 0.1%

United Rentals, Inc. 4% 11/15/15

960

2,798

TOTAL INDUSTRIALS

332,700

INFORMATION TECHNOLOGY - 14.7%

Communications Equipment - 1.4%

Finisar Corp. 5% 10/15/29 (g)

2,500

9,881

JDS Uniphase Corp. 1% 5/15/26 (g)

14,000

15,715

L-3 Communications Corp. 3% 8/1/35

3,000

3,056

Lucent Technologies, Inc. 2.875% 6/15/25

10,000

9,700

 

38,352

Computers & Peripherals - 1.1%

EMC Corp. 1.75% 12/1/13 (g)

17,000

29,739

Electronic Equipment & Components - 1.4%

Anixter International, Inc. 1% 2/15/13 (g)

4,540

5,791

Itron, Inc. 2.5% 8/1/26

5,000

5,234

Newport Corp. 2.5% 2/15/12 (g)

3,750

3,827

SYNNEX Corp. 4% 5/15/18

10,000

13,463

Vishay Intertechnology, Inc. 2.25% 11/15/40 (g)

7,000

9,610

 

37,925

Internet Software & Services - 0.8%

Equinix, Inc. 3% 10/15/14

10,000

10,586

VeriSign, Inc. 3.25% 8/15/37

10,000

12,024

 

22,610

IT Services - 1.7%

Alliance Data Systems Corp. 4.75% 5/15/14

10,200

18,258

CACI International, Inc. 2.125% 5/1/14

6,000

7,410

DST Systems, Inc. 4.125% 8/15/23

8,100

9,670

Telvent GIT SA 5.5% 4/15/15 (g)

9,000

10,373

 

45,711

Semiconductors & Semiconductor Equipment - 7.7%

Advanced Micro Devices, Inc. 6% 5/1/15

11,916

12,243

Amkor Technology, Inc. 6% 4/15/14

13,890

35,840

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Convertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Evergreen Solar, Inc. 4% 7/15/20

$ 2,000

$ 1,435

Intel Corp. 3.25% 8/1/39 (g)

58,000

70,595

Micron Technology, Inc. 4.25% 10/15/13

6,130

14,068

ON Semiconductor Corp.:

1.875% 12/15/25 (g)

3,750

6,190

2.625% 12/15/26

35,330

44,670

PMC-Sierra, Inc. 2.25% 10/15/25

10,000

11,231

SunPower Corp. 4.75% 4/15/14

2,020

2,098

Xilinx, Inc. 3.125% 3/15/37

10,000

11,796

 

210,166

Software - 0.6%

Nuance Communications, Inc. 2.75% 8/15/27

14,085

17,281

TOTAL INFORMATION TECHNOLOGY

401,784

MATERIALS - 1.1%

Metals & Mining - 1.1%

Alcoa, Inc. 5.25% 3/15/14

5,000

13,513

ArcelorMittal SA 5% 5/15/14

2,170

3,192

Goldcorp, Inc. 2% 8/1/14

5,000

6,307

Newmont Mining Corp. 1.625% 7/15/17

5,000

6,790

 

29,802

TELECOMMUNICATION SERVICES - 2.2%

Diversified Telecommunication Services - 1.1%

Clearwire Communications LLC/Clearwire Finance, Inc. 8.25% 12/1/40 (g)

9,990

10,604

Level 3 Communications, Inc. 7% 3/15/15

10,000

11,363

Time Warner Telecom, Inc. 2.375% 4/1/26

6,000

7,005

 

28,972

Wireless Telecommunication Services - 1.1%

Leap Wireless International, Inc. 4.5% 7/15/14

33,000

30,692

TOTAL TELECOMMUNICATION SERVICES

59,664

TOTAL CONVERTIBLE BONDS

1,645,727

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - 0.1%

CONSUMER DISCRETIONARY - 0.1%

Hotels, Restaurants & Leisure - 0.1%

Ambassadors International, Inc. 10% 1/15/12
pay-in-kind (g)

$ 2,392

$ 1,794

TOTAL CORPORATE BONDS

(Cost $1,337,545)

1,647,521

Common Stocks - 9.8%

Shares

 

CONSUMER DISCRETIONARY - 0.8%

Auto Components - 0.5%

Johnson Controls, Inc.

344,134

14,041

Diversified Consumer Services - 0.3%

Service Corp. International

643,000

7,009

Hotels, Restaurants & Leisure - 0.0%

Ambassadors International, Inc. (a)(e)(f)

230,377

247

Media - 0.0%

HMH Holdings, Inc. (a)(h)

52,880

278

HMH Holdings, Inc. warrants 3/9/17 (a)

164,823

82

 

360

TOTAL CONSUMER DISCRETIONARY

21,657

CONSUMER STAPLES - 0.3%

Food Products - 0.3%

Bunge Ltd.

97,596

7,044

ENERGY - 1.0%

Oil, Gas & Consumable Fuels - 1.0%

Chesapeake Energy Corp.

513,600

18,289

McMoRan Exploration Co. (a)(e)

450,000

7,875

 

26,164

FINANCIALS - 3.1%

Commercial Banks - 2.6%

Huntington Bancshares, Inc.

5,620,500

38,444

KeyCorp

3,547,100

32,420

 

70,864

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Diversified Financial Services - 0.5%

Bank of America Corp.

990,085

$ 14,148

TOTAL FINANCIALS

85,012

INFORMATION TECHNOLOGY - 2.7%

Communications Equipment - 1.1%

Finisar Corp. (a)

774,120

31,754

Electronic Equipment & Components - 0.5%

Viasystems Group, Inc. (a)

549,643

13,049

Semiconductors & Semiconductor Equipment - 1.1%

Amkor Technology, Inc. (a)(e)

843,200

6,214

ON Semiconductor Corp. (a)

2,169,500

24,190

 

30,404

TOTAL INFORMATION TECHNOLOGY

75,207

MATERIALS - 1.9%

Chemicals - 1.9%

Celanese Corp. Class A

1,269,230

52,610

TOTAL COMMON STOCKS

(Cost $186,395)

267,694

Convertible Preferred Stocks - 23.9%

 

 

 

 

CONSUMER DISCRETIONARY - 6.7%

Automobiles - 5.2%

Ford Motor Co. Capital Trust II 6.50%

450,000

22,883

General Motors Co. 4.75%

2,355,900

119,868

 

142,751

Household Durables - 0.1%

Hovnanian Enterprises, Inc./K. Hovanian Enterprises, Inc. 7.25% (a)

125,000

2,980

Leisure Equipment & Products - 0.5%

Callaway Golf Co. 7.50%

100,000

12,588

Convertible Preferred Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Media - 0.9%

Interpublic Group of Companies, Inc. 5.25%

10,000

$ 11,610

LodgeNet Entertainment Corp. 10.00% (g)

11,118

13,570

 

25,180

TOTAL CONSUMER DISCRETIONARY

183,499

CONSUMER STAPLES - 1.9%

Food Products - 1.9%

Archer Daniels Midland Co. 6.25%

600,000

27,654

Bunge Ltd. 4.875%

237,000

24,841

 

52,495

ENERGY - 5.9%

Oil, Gas & Consumable Fuels - 5.9%

Apache Corp. 6.00%

94,200

6,417

El Paso Corp.:

4.99% (g)

99,290

142,352

4.99%

5,000

7,169

Goodrich Petroleum Corp. 5.375%

100,000

4,574

 

160,512

FINANCIALS - 7.7%

Commercial Banks - 4.7%

Huntington Bancshares, Inc. 8.50%

2,100

2,436

Wells Fargo & Co. 7.50%

120,550

124,167

 

126,603

Diversified Financial Services - 2.8%

Bank of America Corp. Series L, 7.25%

47,085

47,273

Citigroup, Inc. 7.50%

215,400

28,971

 

76,244

Insurance - 0.2%

Assured Guaranty Ltd. 8.50%

100,000

6,126

TOTAL FINANCIALS

208,973

HEALTH CARE - 1.7%

Health Care Providers & Services - 1.7%

Tenet Healthcare Corp. 7.00%

40,000

46,428

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $588,477)

651,907

Money Market Funds - 5.3%

Shares

Value (000s)

Fidelity Cash Central Fund, 0.19% (b)

140,209,236

$ 140,209

Fidelity Securities Lending Cash Central Fund, 0.21% (b)(c)

4,007,050

4,007

TOTAL MONEY MARKET FUNDS

(Cost $144,216)

144,216

TOTAL INVESTMENT PORTFOLIO - 99.4%

(Cost $2,256,633)

2,711,338

NET OTHER ASSETS (LIABILITIES) - 0.6%

17,013

NET ASSETS - 100%

$ 2,728,351

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(e) Security or a portion of the security is on loan at period end.

(f) Affiliated company

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $540,159,000 or 19.8% of net assets.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $278,000 or 0.0% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

HMH Holdings, Inc.

8/1/08 - 12/31/09

$ 6,903

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 36

Fidelity Securities Lending Cash Central Fund

7

Total

$ 43

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value, end of period

Ambassadors International, Inc.

$ 389

$ -

$ -

$ -

$ 247

Other Information

The following is a summary of the inputs used, as of February 28, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 205,156

$ 164,048

$ 41,026

$ 82

Consumer Staples

59,539

34,698

24,841

-

Energy

186,676

32,581

154,095

-

Financials

293,985

287,859

6,126

-

Health Care

46,428

-

46,428

-

Information Technology

75,207

75,207

-

-

Materials

52,610

52,610

-

-

Corporate Bonds

1,647,521

-

1,645,727

1,794

Money Market Funds

144,216

144,216

-

-

Total Investments in Securities:

$ 2,711,338

$ 791,219

$ 1,918,243

$ 1,876

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

(Amounts in thousands)

 

Investments in Securities:

Beginning Balance

$ 1,876

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

-

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 1,876

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at February 28, 2011

$ -

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges.

Income Tax Information

At February 28, 2011, the cost of investment securities for income tax purposes was $2,251,748,000. Net unrealized appreciation aggregated $459,590,000, of which $515,253,000 related to appreciated investment securities and $55,663,000 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value calculation under these procedures may differ from published prices for the same securities. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels. Level 1 - quoted prices in active markets for identical investments. Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.). Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy.

The Fund invests a significant portion of its assets in below investment grade securities. The value of these securities can be more volatile due to changes in the credit quality of issuer and is sensitive to changes in economic, market and regulatory conditions.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparison to the valuation of American Depositary Receipts, futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please

see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Advisor Convertible
Securities Fund
Class A
Class T
Class B
Class C
Institutional Class

February 28, 2011

Class A, Class T, Class B, Class C and
Institutional Class
are classes of Fidelity® Convertible
Securities Fund 

1.884072.102

ACVS-QTLY-0411

Investments February 28, 2011 (Unaudited)

Showing Percentage of Net Assets

Corporate Bonds - 60.4%

 

Principal Amount (000s)

Value (000s)

Convertible Bonds - 60.3%

CONSUMER DISCRETIONARY - 7.4%

Auto Components - 0.1%

BorgWarner, Inc. 3.5% 4/15/12

$ 910

$ 2,174

Automobiles - 2.7%

Ford Motor Co. 4.25% 11/15/16

40,000

73,024

Diversified Consumer Services - 1.0%

Ingersoll-Rand Global Holding Co. Ltd. 4.5% 4/15/12

5,490

13,959

Regis Corp. 5% 7/15/14

2,230

2,973

Stewart Enterprises, Inc. 3.375% 7/15/16 (g)

11,000

10,863

 

27,795

Hotels, Restaurants & Leisure - 2.5%

MGM Mirage, Inc. 4.25% 4/15/15 (g)

62,300

67,634

Media - 1.0%

Virgin Media, Inc. 6.5% 11/15/16

8,000

13,226

XM Satellite Radio, Inc. 7% 12/1/14 (g)

10,000

13,563

 

26,789

Specialty Retail - 0.1%

Asbury Automotive Group, Inc. 3% 9/15/12 (g)

3,000

2,959

TOTAL CONSUMER DISCRETIONARY

200,375

CONSUMER STAPLES - 1.6%

Beverages - 0.6%

Molson Coors Brewing Co. 2.5% 7/30/13

14,000

16,103

Food Products - 1.0%

Smithfield Foods, Inc. 4% 6/30/13

22,250

27,637

TOTAL CONSUMER STAPLES

43,740

ENERGY - 15.2%

Energy Equipment & Services - 1.5%

Exterran Holdings, Inc. 4.25% 6/15/14

10,000

12,097

Global Industries Ltd. 2.75% 8/1/27 (g)

10,000

7,775

Hornbeck Offshore Services, Inc. 1.625% 11/15/26 (d)(g)

5,000

4,832

Oil States International, Inc. 2.375% 7/1/25 (g)

4,500

10,402

SESI LLC 1.5% 12/15/26 (d)(g)

7,000

7,254

 

42,360

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Convertible Bonds - continued

ENERGY - continued

Oil, Gas & Consumable Fuels - 13.7%

Alpha Natural Resources, Inc. 2.375% 4/15/15

$ 35,000

$ 45,462

Chesapeake Energy Corp. 2.5% 5/15/37

60,250

67,323

Goodrich Petroleum Corp. 3.25% 12/1/26

6,000

5,985

International Coal Group, Inc. 4% 4/1/17

2,160

4,079

Peabody Energy Corp. 4.75% 12/15/66

122,250

157,086

Pioneer Natural Resources Co. 2.875% 1/15/38

20,000

35,675

Quicksilver Resources, Inc. 1.875% 11/1/24 (g)

14,500

16,197

Western Refining, Inc. 5.75% 6/15/14

24,185

40,994

 

372,801

TOTAL ENERGY

415,161

FINANCIALS - 0.7%

Diversified Financial Services - 0.7%

The NASDAQ Stock Market, Inc. 2.5% 8/15/13

20,000

19,925

HEALTH CARE - 5.2%

Health Care Equipment & Supplies - 2.3%

Alere, Inc. 3% 5/15/16

31,000

35,069

Kinetic Concepts, Inc. 3.25% 4/15/15 (g)

15,000

17,625

SonoSite, Inc. 3.75% 7/15/14

7,000

8,138

Volcano Corp. 2.875% 9/1/15

1,890

2,138

 

62,970

Health Care Providers & Services - 0.2%

Omnicare, Inc.:

3.25% 12/15/35

2,086

1,924

3.75% 12/15/25

3,610

4,501

 

6,425

Life Sciences Tools & Services - 0.2%

Charles River Laboratories International, Inc. 2.25% 6/15/13 (g)

4,000

4,093

Pharmaceuticals - 2.5%

Biovail Corp. 5.375% 8/1/14

10,000

28,706

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Convertible Bonds - continued

HEALTH CARE - continued

Pharmaceuticals - continued

Nektar Therapeutics 3.25% 9/28/12

$ 9,000

$ 8,657

Valeant Pharmaceuticals International 4% 11/15/13

10,000

31,725

 

69,088

TOTAL HEALTH CARE

142,576

INDUSTRIALS - 12.2%

Aerospace & Defense - 0.8%

Alliant Techsystems, Inc. 2.75% 9/15/11

14,000

14,105

GenCorp, Inc. 4.0625% 12/31/39

7,830

7,483

 

21,588

Airlines - 3.2%

AMR Corp. 6.25% 10/15/14

17,990

19,561

Continental Airlines, Inc. 4.5% 1/15/15

9,280

13,827

UAL Corp.:

4.5% 6/30/21 (g)

10,500

10,772

4.5% 6/30/21

5,000

5,130

6% 10/15/29

3,600

10,592

US Airways Group, Inc.:

7% 9/30/20 (g)

4,810

4,804

7.25% 5/15/14

11,200

23,445

 

88,131

Commercial Services & Supplies - 1.2%

Metalico, Inc. 7% 4/30/28

34,000

31,960

Construction & Engineering - 0.4%

MasTec, Inc. 4.25% 12/15/14

8,000

10,930

Electrical Equipment - 0.8%

General Cable Corp. 4.5% 11/15/29 (d)

14,800

20,852

Industrial Conglomerates - 0.1%

Textron, Inc. 4.5% 5/1/13

1,440

3,081

Machinery - 2.6%

Greenbrier Companies, Inc.:

2.375% 5/15/26 (g)

5,500

5,335

2.375% 5/15/26

8,000

7,760

Terex Corp. 4% 6/1/15

19,590

43,431

Trinity Industries, Inc. 3.875% 6/1/36

15,000

15,356

 

71,882

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Convertible Bonds - continued

INDUSTRIALS - continued

Marine - 1.0%

Excel Maritime Carriers Ltd. 1.875% 10/15/27 (g)

$ 34,000

$ 26,010

Road & Rail - 2.0%

Hertz Global Holdings, Inc. 5.25% 6/1/14

28,000

55,468

Trading Companies & Distributors - 0.1%

United Rentals, Inc. 4% 11/15/15

960

2,798

TOTAL INDUSTRIALS

332,700

INFORMATION TECHNOLOGY - 14.7%

Communications Equipment - 1.4%

Finisar Corp. 5% 10/15/29 (g)

2,500

9,881

JDS Uniphase Corp. 1% 5/15/26 (g)

14,000

15,715

L-3 Communications Corp. 3% 8/1/35

3,000

3,056

Lucent Technologies, Inc. 2.875% 6/15/25

10,000

9,700

 

38,352

Computers & Peripherals - 1.1%

EMC Corp. 1.75% 12/1/13 (g)

17,000

29,739

Electronic Equipment & Components - 1.4%

Anixter International, Inc. 1% 2/15/13 (g)

4,540

5,791

Itron, Inc. 2.5% 8/1/26

5,000

5,234

Newport Corp. 2.5% 2/15/12 (g)

3,750

3,827

SYNNEX Corp. 4% 5/15/18

10,000

13,463

Vishay Intertechnology, Inc. 2.25% 11/15/40 (g)

7,000

9,610

 

37,925

Internet Software & Services - 0.8%

Equinix, Inc. 3% 10/15/14

10,000

10,586

VeriSign, Inc. 3.25% 8/15/37

10,000

12,024

 

22,610

IT Services - 1.7%

Alliance Data Systems Corp. 4.75% 5/15/14

10,200

18,258

CACI International, Inc. 2.125% 5/1/14

6,000

7,410

DST Systems, Inc. 4.125% 8/15/23

8,100

9,670

Telvent GIT SA 5.5% 4/15/15 (g)

9,000

10,373

 

45,711

Semiconductors & Semiconductor Equipment - 7.7%

Advanced Micro Devices, Inc. 6% 5/1/15

11,916

12,243

Amkor Technology, Inc. 6% 4/15/14

13,890

35,840

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Convertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Evergreen Solar, Inc. 4% 7/15/20

$ 2,000

$ 1,435

Intel Corp. 3.25% 8/1/39 (g)

58,000

70,595

Micron Technology, Inc. 4.25% 10/15/13

6,130

14,068

ON Semiconductor Corp.:

1.875% 12/15/25 (g)

3,750

6,190

2.625% 12/15/26

35,330

44,670

PMC-Sierra, Inc. 2.25% 10/15/25

10,000

11,231

SunPower Corp. 4.75% 4/15/14

2,020

2,098

Xilinx, Inc. 3.125% 3/15/37

10,000

11,796

 

210,166

Software - 0.6%

Nuance Communications, Inc. 2.75% 8/15/27

14,085

17,281

TOTAL INFORMATION TECHNOLOGY

401,784

MATERIALS - 1.1%

Metals & Mining - 1.1%

Alcoa, Inc. 5.25% 3/15/14

5,000

13,513

ArcelorMittal SA 5% 5/15/14

2,170

3,192

Goldcorp, Inc. 2% 8/1/14

5,000

6,307

Newmont Mining Corp. 1.625% 7/15/17

5,000

6,790

 

29,802

TELECOMMUNICATION SERVICES - 2.2%

Diversified Telecommunication Services - 1.1%

Clearwire Communications LLC/Clearwire Finance, Inc. 8.25% 12/1/40 (g)

9,990

10,604

Level 3 Communications, Inc. 7% 3/15/15

10,000

11,363

Time Warner Telecom, Inc. 2.375% 4/1/26

6,000

7,005

 

28,972

Wireless Telecommunication Services - 1.1%

Leap Wireless International, Inc. 4.5% 7/15/14

33,000

30,692

TOTAL TELECOMMUNICATION SERVICES

59,664

TOTAL CONVERTIBLE BONDS

1,645,727

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - 0.1%

CONSUMER DISCRETIONARY - 0.1%

Hotels, Restaurants & Leisure - 0.1%

Ambassadors International, Inc. 10% 1/15/12
pay-in-kind (g)

$ 2,392

$ 1,794

TOTAL CORPORATE BONDS

(Cost $1,337,545)

1,647,521

Common Stocks - 9.8%

Shares

 

CONSUMER DISCRETIONARY - 0.8%

Auto Components - 0.5%

Johnson Controls, Inc.

344,134

14,041

Diversified Consumer Services - 0.3%

Service Corp. International

643,000

7,009

Hotels, Restaurants & Leisure - 0.0%

Ambassadors International, Inc. (a)(e)(f)

230,377

247

Media - 0.0%

HMH Holdings, Inc. (a)(h)

52,880

278

HMH Holdings, Inc. warrants 3/9/17 (a)

164,823

82

 

360

TOTAL CONSUMER DISCRETIONARY

21,657

CONSUMER STAPLES - 0.3%

Food Products - 0.3%

Bunge Ltd.

97,596

7,044

ENERGY - 1.0%

Oil, Gas & Consumable Fuels - 1.0%

Chesapeake Energy Corp.

513,600

18,289

McMoRan Exploration Co. (a)(e)

450,000

7,875

 

26,164

FINANCIALS - 3.1%

Commercial Banks - 2.6%

Huntington Bancshares, Inc.

5,620,500

38,444

KeyCorp

3,547,100

32,420

 

70,864

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Diversified Financial Services - 0.5%

Bank of America Corp.

990,085

$ 14,148

TOTAL FINANCIALS

85,012

INFORMATION TECHNOLOGY - 2.7%

Communications Equipment - 1.1%

Finisar Corp. (a)

774,120

31,754

Electronic Equipment & Components - 0.5%

Viasystems Group, Inc. (a)

549,643

13,049

Semiconductors & Semiconductor Equipment - 1.1%

Amkor Technology, Inc. (a)(e)

843,200

6,214

ON Semiconductor Corp. (a)

2,169,500

24,190

 

30,404

TOTAL INFORMATION TECHNOLOGY

75,207

MATERIALS - 1.9%

Chemicals - 1.9%

Celanese Corp. Class A

1,269,230

52,610

TOTAL COMMON STOCKS

(Cost $186,395)

267,694

Convertible Preferred Stocks - 23.9%

 

 

 

 

CONSUMER DISCRETIONARY - 6.7%

Automobiles - 5.2%

Ford Motor Co. Capital Trust II 6.50%

450,000

22,883

General Motors Co. 4.75%

2,355,900

119,868

 

142,751

Household Durables - 0.1%

Hovnanian Enterprises, Inc./K. Hovanian Enterprises, Inc. 7.25% (a)

125,000

2,980

Leisure Equipment & Products - 0.5%

Callaway Golf Co. 7.50%

100,000

12,588

Convertible Preferred Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Media - 0.9%

Interpublic Group of Companies, Inc. 5.25%

10,000

$ 11,610

LodgeNet Entertainment Corp. 10.00% (g)

11,118

13,570

 

25,180

TOTAL CONSUMER DISCRETIONARY

183,499

CONSUMER STAPLES - 1.9%

Food Products - 1.9%

Archer Daniels Midland Co. 6.25%

600,000

27,654

Bunge Ltd. 4.875%

237,000

24,841

 

52,495

ENERGY - 5.9%

Oil, Gas & Consumable Fuels - 5.9%

Apache Corp. 6.00%

94,200

6,417

El Paso Corp.:

4.99% (g)

99,290

142,352

4.99%

5,000

7,169

Goodrich Petroleum Corp. 5.375%

100,000

4,574

 

160,512

FINANCIALS - 7.7%

Commercial Banks - 4.7%

Huntington Bancshares, Inc. 8.50%

2,100

2,436

Wells Fargo & Co. 7.50%

120,550

124,167

 

126,603

Diversified Financial Services - 2.8%

Bank of America Corp. Series L, 7.25%

47,085

47,273

Citigroup, Inc. 7.50%

215,400

28,971

 

76,244

Insurance - 0.2%

Assured Guaranty Ltd. 8.50%

100,000

6,126

TOTAL FINANCIALS

208,973

HEALTH CARE - 1.7%

Health Care Providers & Services - 1.7%

Tenet Healthcare Corp. 7.00%

40,000

46,428

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $588,477)

651,907

Money Market Funds - 5.3%

Shares

Value (000s)

Fidelity Cash Central Fund, 0.19% (b)

140,209,236

$ 140,209

Fidelity Securities Lending Cash Central Fund, 0.21% (b)(c)

4,007,050

4,007

TOTAL MONEY MARKET FUNDS

(Cost $144,216)

144,216

TOTAL INVESTMENT PORTFOLIO - 99.4%

(Cost $2,256,633)

2,711,338

NET OTHER ASSETS (LIABILITIES) - 0.6%

17,013

NET ASSETS - 100%

$ 2,728,351

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(e) Security or a portion of the security is on loan at period end.

(f) Affiliated company

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $540,159,000 or 19.8% of net assets.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $278,000 or 0.0% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

HMH Holdings, Inc.

8/1/08 - 12/31/09

$ 6,903

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 36

Fidelity Securities Lending Cash Central Fund

7

Total

$ 43

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value, end of period

Ambassadors International, Inc.

$ 389

$ -

$ -

$ -

$ 247

Other Information

The following is a summary of the inputs used, as of February 28, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 205,156

$ 164,048

$ 41,026

$ 82

Consumer Staples

59,539

34,698

24,841

-

Energy

186,676

32,581

154,095

-

Financials

293,985

287,859

6,126

-

Health Care

46,428

-

46,428

-

Information Technology

75,207

75,207

-

-

Materials

52,610

52,610

-

-

Corporate Bonds

1,647,521

-

1,645,727

1,794

Money Market Funds

144,216

144,216

-

-

Total Investments in Securities:

$ 2,711,338

$ 791,219

$ 1,918,243

$ 1,876

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

(Amounts in thousands)

 

Investments in Securities:

Beginning Balance

$ 1,876

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

-

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 1,876

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at February 28, 2011

$ -

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges.

Income Tax Information

At February 28, 2011, the cost of investment securities for income tax purposes was $2,251,748,000. Net unrealized appreciation aggregated $459,590,000, of which $515,253,000 related to appreciated investment securities and $55,663,000 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value calculation under these procedures may differ from published prices for the same securities. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels. Level 1 - quoted prices in active markets for identical investments. Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.). Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy.

The Fund invests a significant portion of its assets in below investment grade securities. The value of these securities can be more volatile due to changes in the credit quality of issuer and is sensitive to changes in economic, market and regulatory conditions.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparison to the valuation of American Depositary Receipts, futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ®
Equity-Income II Fund
Equity-Income II
Class K

February 28, 2011 

1.797940.107

EII-QTLY-0411

Investments February 28, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.7%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 12.9%

Auto Components - 1.1%

Johnson Controls, Inc.

763,364

$ 31,145

Michelin CGDE Series B

199,256

16,223

The Goodyear Tire & Rubber Co. (a)

1,068,503

15,151

 

62,519

Automobiles - 1.4%

Daimler AG (Germany)

138,698

9,771

Ford Motor Co. (a)

867,528

13,056

Harley-Davidson, Inc.

1,227,258

50,097

Thor Industries, Inc.

35,760

1,189

Winnebago Industries, Inc. (a)

374,600

5,417

 

79,530

Diversified Consumer Services - 0.4%

H&R Block, Inc. (d)

1,594,300

24,217

Household Durables - 3.6%

KB Home

276,700

3,666

Lennar Corp. Class A

562,700

11,344

Newell Rubbermaid, Inc.

856,740

16,569

PulteGroup, Inc. (a)

639,300

4,411

Stanley Black & Decker, Inc.

554,186

42,024

Techtronic Industries Co. Ltd.

1,527,500

1,889

Toll Brothers, Inc. (a)

4,402,250

93,592

Whirlpool Corp.

304,988

25,162

 

198,657

Internet & Catalog Retail - 0.1%

Liberty Media Corp. Interactive Series A (a)

346,527

5,565

Media - 2.5%

Belo Corp. Series A (a)

912,073

7,269

Comcast Corp.:

Class A

961,900

24,779

Class A (special) (non-vtg.)

809,100

19,677

The Walt Disney Co.

1,224,214

53,547

Time Warner, Inc.

864,817

33,036

 

138,308

Multiline Retail - 1.1%

Kohl's Corp.

371,412

20,015

Macy's, Inc.

984,519

23,530

Target Corp.

332,756

17,486

Tuesday Morning Corp. (a)

468,400

2,187

 

63,218

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - 2.0%

Home Depot, Inc.

1,832,700

$ 68,671

Lowe's Companies, Inc.

917,700

24,016

OfficeMax, Inc. (a)

553,000

7,598

RadioShack Corp.

523,800

7,752

 

108,037

Textiles, Apparel & Luxury Goods - 0.7%

adidas AG

213,700

13,713

Phillips-Van Heusen Corp.

267,754

16,068

Warnaco Group, Inc. (a)

152,059

8,927

 

38,708

TOTAL CONSUMER DISCRETIONARY

718,759

CONSUMER STAPLES - 5.8%

Beverages - 1.5%

Carlsberg AS Series B

129,700

13,805

PepsiCo, Inc.

680,638

43,166

The Coca-Cola Co.

430,990

27,549

 

84,520

Food & Staples Retailing - 0.6%

CVS Caremark Corp.

176,242

5,827

Walgreen Co.

536,827

23,266

Winn-Dixie Stores, Inc. (a)

547,110

3,819

 

32,912

Food Products - 0.6%

Kraft Foods, Inc. Class A

447,800

14,258

Nestle SA

309,468

17,523

 

31,781

Household Products - 1.8%

Kimberly-Clark Corp.

242,821

16,002

Procter & Gamble Co.

1,320,505

83,258

 

99,260

Personal Products - 0.4%

Avon Products, Inc.

915,548

25,461

Tobacco - 0.9%

Philip Morris International, Inc.

844,959

53,047

TOTAL CONSUMER STAPLES

326,981

Common Stocks - continued

Shares

Value (000s)

ENERGY - 14.6%

Energy Equipment & Services - 2.5%

Baker Hughes, Inc.

800,363

$ 56,866

Halliburton Co.

681,545

31,992

Noble Corp.

1,046,191

46,775

Transocean Ltd. (a)

80,718

6,831

 

142,464

Oil, Gas & Consumable Fuels - 12.1%

Anadarko Petroleum Corp.

183,866

15,046

Apache Corp.

191,200

23,827

BP PLC sponsored ADR

1,076,742

52,190

Chevron Corp.

1,527,070

158,434

ConocoPhillips

812,115

63,239

Devon Energy Corp.

197,386

18,049

Exxon Mobil Corp.

1,451,485

124,146

Kinder Morgan Holding Co. LLC (d)

157,700

4,810

Marathon Oil Corp.

717,868

35,606

Occidental Petroleum Corp.

435,195

44,377

Royal Dutch Shell PLC Class A sponsored ADR

1,519,800

109,806

Southwestern Energy Co. (a)

619,617

24,462

 

673,992

TOTAL ENERGY

816,456

FINANCIALS - 27.3%

Capital Markets - 4.7%

Bank of New York Mellon Corp.

1,467,410

44,595

Bank Sarasin & Co. Ltd. Series B (Reg.)

230,698

9,959

Credit Suisse Group sponsored ADR

82,700

3,823

Goldman Sachs Group, Inc.

331,997

54,374

Morgan Stanley

2,550,592

75,702

State Street Corp.

757,900

33,893

UBS AG (a)

621,000

12,324

UBS AG (NY Shares) (a)

1,422,635

28,239

 

262,909

Commercial Banks - 9.2%

Associated Banc-Corp.

1,929,552

27,921

Barclays PLC

5,118,685

26,567

BB&T Corp.

1,208,603

33,357

BNP Paribas SA

93,400

7,293

Comerica, Inc.

380,000

14,782

Huntington Bancshares, Inc.

2,476,200

16,937

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Commercial Banks - continued

KeyCorp

2,856,274

$ 26,106

Mitsubishi UFJ Financial Group, Inc. sponsored ADR

3,692,100

20,417

PNC Financial Services Group, Inc.

1,860,800

114,811

Societe Generale Series A

103,200

7,256

U.S. Bancorp, Delaware

1,320,100

36,606

Wells Fargo & Co.

5,636,508

181,834

 

513,887

Consumer Finance - 1.5%

American Express Co.

457,831

19,948

Capital One Financial Corp.

277,933

13,833

Discover Financial Services

1,612,100

35,063

SLM Corp. (a)

867,281

12,853

 

81,697

Diversified Financial Services - 7.9%

Bank of America Corp.

9,590,373

137,046

Citigroup, Inc. (a)

18,920,911

88,550

CME Group, Inc.

35,388

11,016

JPMorgan Chase & Co.

4,394,353

205,171

 

441,783

Insurance - 1.7%

Berkshire Hathaway, Inc. Class B (a)

193,654

16,902

First American Financial Corp.

577,562

9,102

Hartford Financial Services Group, Inc.

495,700

14,673

Marsh & McLennan Companies, Inc.

468,900

14,273

Unum Group

1,172,809

31,115

XL Group PLC Class A

386,032

9,014

 

95,079

Real Estate Investment Trusts - 1.9%

Boston Properties, Inc.

125,575

12,045

Camden Property Trust (SBI)

141,673

8,383

HCP, Inc.

745,003

28,310

ProLogis Trust

327,800

5,330

Rayonier, Inc.

163,429

10,023

Segro PLC

1,191,112

6,236

Ventas, Inc.

347,773

19,274

Weyerhaeuser Co.

661,308

16,143

 

105,744

Real Estate Management & Development - 0.3%

CB Richard Ellis Group, Inc. Class A (a)

388,728

9,734

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Real Estate Management & Development - continued

Indiabulls Real Estate Ltd. (a)

2,558,497

$ 5,873

Unite Group PLC (a)

631,797

2,059

 

17,666

Thrifts & Mortgage Finance - 0.1%

BankUnited, Inc.

36,500

1,035

Hudson City Bancorp, Inc.

305,200

3,510

 

4,545

TOTAL FINANCIALS

1,523,310

HEALTH CARE - 8.8%

Biotechnology - 1.2%

Amgen, Inc. (a)

624,300

32,045

Cephalon, Inc. (a)

175,800

9,899

Gilead Sciences, Inc. (a)

589,059

22,962

 

64,906

Health Care Equipment & Supplies - 1.2%

C. R. Bard, Inc.

161,471

15,785

CareFusion Corp. (a)

981,243

26,808

Covidien PLC

247,090

12,713

Stryker Corp.

189,500

11,988

 

67,294

Health Care Providers & Services - 0.5%

UnitedHealth Group, Inc.

669,400

28,503

Life Sciences Tools & Services - 0.1%

Agilent Technologies, Inc. (a)

171,065

7,198

Pharmaceuticals - 5.8%

GlaxoSmithKline PLC

1,143,323

21,950

GlaxoSmithKline PLC sponsored ADR

40,500

1,564

Johnson & Johnson

1,157,466

71,115

Merck & Co., Inc.

2,283,028

74,358

Pfizer, Inc.

6,492,235

124,911

Sanofi-Aventis

431,028

29,806

 

323,704

TOTAL HEALTH CARE

491,605

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - 11.2%

Aerospace & Defense - 2.6%

Goodrich Corp.

118,058

$ 10,180

Honeywell International, Inc.

828,100

47,955

The Boeing Co.

432,917

31,174

United Technologies Corp.

670,828

56,041

 

145,350

Building Products - 0.5%

Armstrong World Industries, Inc.

111,359

4,637

Masco Corp.

1,733,500

23,558

 

28,195

Commercial Services & Supplies - 0.6%

Pitney Bowes, Inc. (d)

479,800

12,081

Republic Services, Inc.

772,285

22,867

 

34,948

Construction & Engineering - 0.2%

Chiyoda Corp.

290,000

2,621

Fluor Corp.

115,694

8,187

 

10,808

Electrical Equipment - 0.2%

Alstom SA

163,185

9,732

Industrial Conglomerates - 4.0%

General Electric Co.

5,094,497

106,577

Koninklijke Philips Electronics NV unit

380,200

12,433

Rheinmetall AG

310,542

25,177

Siemens AG sponsored ADR

350,300

47,094

Textron, Inc.

760,600

20,605

Tyco International Ltd.

274,700

12,455

 

224,341

Machinery - 2.2%

Briggs & Stratton Corp.

1,051,595

21,169

Caterpillar, Inc.

95,700

9,850

Cummins, Inc.

274,900

27,798

Harsco Corp.

206,200

7,046

Ingersoll-Rand Co. Ltd.

622,053

28,179

Navistar International Corp. (a)

262,930

16,296

SPX Corp.

134,400

10,720

 

121,058

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Road & Rail - 0.9%

CSX Corp.

351,700

$ 26,258

Union Pacific Corp.

248,400

23,700

 

49,958

TOTAL INDUSTRIALS

624,390

INFORMATION TECHNOLOGY - 5.6%

Communications Equipment - 0.7%

Cisco Systems, Inc. (a)

1,003,315

18,622

Comverse Technology, Inc. (a)

2,142,080

15,530

Motorola Solutions, Inc.

96,408

3,725

 

37,877

Computers & Peripherals - 0.9%

Hewlett-Packard Co.

1,150,048

50,177

Electronic Equipment & Components - 0.6%

Arrow Electronics, Inc. (a)

237,538

9,311

Avnet, Inc. (a)

257,282

8,802

Tyco Electronics Ltd.

454,316

16,374

 

34,487

IT Services - 0.5%

CoreLogic, Inc. (a)

270,575

5,046

MoneyGram International, Inc. (a)

290,142

801

Visa, Inc. Class A

282,179

20,613

 

26,460

Office Electronics - 0.4%

Xerox Corp.

2,056,299

22,105

Semiconductors & Semiconductor Equipment - 2.5%

Applied Materials, Inc.

2,574,900

42,306

Intel Corp.

2,039,159

43,781

Micron Technology, Inc. (a)

1,472,300

16,387

National Semiconductor Corp.

1,492,902

23,140

Samsung Electronics Co. Ltd.

11,955

9,805

Teradyne, Inc. (a)

303,600

5,656

 

141,075

TOTAL INFORMATION TECHNOLOGY

312,181

Common Stocks - continued

Shares

Value (000s)

MATERIALS - 2.3%

Chemicals - 1.4%

Clariant AG (Reg.) (a)

1,188,662

$ 19,603

Dow Chemical Co.

708,132

26,314

E.I. du Pont de Nemours & Co.

424,674

23,302

PPG Industries, Inc.

121,400

10,729

 

79,948

Construction Materials - 0.2%

HeidelbergCement AG

177,100

12,398

Metals & Mining - 0.7%

Alcoa, Inc.

712,202

12,001

Commercial Metals Co.

407,409

6,792

Freeport-McMoRan Copper & Gold, Inc.

204,452

10,826

United States Steel Corp.

122,523

7,044

 

36,663

TOTAL MATERIALS

129,009

TELECOMMUNICATION SERVICES - 4.7%

Diversified Telecommunication Services - 4.2%

AT&T, Inc.

4,901,139

139,094

Koninklijke KPN NV

305,168

4,944

Qwest Communications International, Inc.

4,994,300

34,061

Verizon Communications, Inc.

1,566,548

57,837

 

235,936

Wireless Telecommunication Services - 0.5%

Sprint Nextel Corp. (a)

5,858,847

25,603

TOTAL TELECOMMUNICATION SERVICES

261,539

UTILITIES - 3.5%

Electric Utilities - 2.1%

American Electric Power Co., Inc.

1,154,509

41,308

Entergy Corp.

268,500

19,117

FirstEnergy Corp. (d)

1,513,597

57,971

 

118,396

Independent Power Producers & Energy Traders - 0.5%

AES Corp. (a)

2,379,100

29,429

Multi-Utilities - 0.9%

Alliant Energy Corp.

241,421

9,507

National Grid PLC

510,000

4,740

Common Stocks - continued

Shares

Value (000s)

UTILITIES - continued

Multi-Utilities - continued

PG&E Corp.

277,603

$ 12,786

Public Service Enterprise Group, Inc.

534,917

17,492

Veolia Environnement

122,600

4,034

 

48,559

TOTAL UTILITIES

196,384

TOTAL COMMON STOCKS

(Cost $4,438,642)

5,400,614

Preferred Stocks - 2.0%

 

 

 

 

Convertible Preferred Stocks - 1.8%

CONSUMER DISCRETIONARY - 0.8%

Automobiles - 0.7%

General Motors Co. 4.75%

795,600

40,480

Household Durables - 0.1%

Stanley Black & Decker, Inc. 4.75%

12,800

1,505

TOTAL CONSUMER DISCRETIONARY

41,985

ENERGY - 0.1%

Oil, Gas & Consumable Fuels - 0.1%

Apache Corp. 6.00%

102,900

7,010

FINANCIALS - 0.8%

Commercial Banks - 0.2%

Huntington Bancshares, Inc. 8.50%

7,600

8,816

Diversified Financial Services - 0.2%

Citigroup, Inc. 7.50%

81,000

10,895

Insurance - 0.4%

Hartford Financial Services Group, Inc. Series F 7.25%

285,900

7,911

XL Capital Ltd. 10.75%

462,200

14,883

 

22,794

TOTAL FINANCIALS

42,505

Preferred Stocks - continued

Shares

Value (000s)

Convertible Preferred Stocks - continued

UTILITIES - 0.1%

Electric Utilities - 0.1%

PPL Corp. 9.50%

112,300

$ 5,982

TOTAL CONVERTIBLE PREFERRED STOCKS

97,482

Nonconvertible Preferred Stocks - 0.2%

CONSUMER DISCRETIONARY - 0.2%

Automobiles - 0.2%

Volkswagen AG

76,000

12,890

TOTAL PREFERRED STOCKS

(Cost $91,834)

110,372

Convertible Bonds - 0.5%

 

Principal Amount (000s)

 

CONSUMER DISCRETIONARY - 0.3%

Hotels, Restaurants & Leisure - 0.3%

MGM Mirage, Inc. 4.25% 4/15/15 (e)

$ 13,500

14,656

Leisure Equipment & Products - 0.0%

Eastman Kodak Co. 7% 4/1/17

1,890

1,687

TOTAL CONSUMER DISCRETIONARY

16,343

FINANCIALS - 0.1%

Thrifts & Mortgage Finance - 0.1%

MGIC Investment Corp. 9% 4/1/63 (e)

5,910

6,109

INFORMATION TECHNOLOGY - 0.1%

Semiconductors & Semiconductor Equipment - 0.1%

Micron Technology, Inc. 1.875% 6/1/27

3,686

4,373

TOTAL CONVERTIBLE BONDS

(Cost $24,154)

26,825

Money Market Funds - 1.4%

Shares

Value (000s)

Fidelity Cash Central Fund, 0.19% (b)

40,772,100

$ 40,772

Fidelity Securities Lending Cash Central Fund, 0.21% (b)(c)

40,557,600

40,558

TOTAL MONEY MARKET FUNDS

(Cost $81,330)

81,330

TOTAL INVESTMENT PORTFOLIO - 100.6%

(Cost $4,635,960)

5,619,141

NET OTHER ASSETS (LIABILITIES) - (0.6)%

(35,202)

NET ASSETS - 100%

$ 5,583,939

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $20,765,000 or 0.4% of net assets.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 19

Fidelity Securities Lending Cash Central Fund

228

Total

$ 247

Other Information

The following is a summary of the inputs used, as of February 28, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 773,634

$ 773,634

$ -

$ -

Consumer Staples

326,981

326,981

-

-

Energy

823,466

823,466

-

-

Financials

1,565,815

1,526,924

38,891

-

Health Care

491,605

439,849

51,756

-

Industrials

624,390

621,769

2,621

-

Information Technology

312,181

312,181

-

-

Materials

129,009

129,009

-

-

Telecommunication Services

261,539

261,539

-

-

Utilities

202,366

193,592

8,774

-

Corporate Bonds

26,825

-

26,825

-

Money Market Funds

81,330

81,330

-

-

Total Investments in Securities:

$ 5,619,141

$ 5,490,274

$ 128,867

$ -

Income Tax Information

At February 28, 2011, the cost of investment securities for income tax purposes was $4,773,536,000. Net unrealized appreciation aggregated $845,605,000, of which $1,198,455,000 related to appreciated investment securities and $352,850,000 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value calculation under these procedures may differ from published prices for the same securities. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels. Level 1 - quoted prices in active markets for identical investments. Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.). Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts, futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please

see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Independence Fund
Independence
Class K

February 28, 2011 

1.797942.107

FRE-QTLY-0411

Investments February 28, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.5%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 20.4%

Auto Components - 0.8%

BorgWarner, Inc. (a)

500,000

$ 38,805

Automobiles - 2.4%

Bayerische Motoren Werke AG (BMW)

700,000

56,781

Ford Motor Co. (a)

2,000,000

30,100

General Motors Co.

630,300

21,134

 

108,015

Diversified Consumer Services - 0.2%

Anhanguera Educacional Participacoes SA

365,700

8,176

Hotels, Restaurants & Leisure - 1.6%

Las Vegas Sands Corp. (a)

469,000

21,874

Panera Bread Co. Class A (a)

200,000

23,350

Starwood Hotels & Resorts Worldwide, Inc.

450,000

27,495

 

72,719

Household Durables - 1.0%

Cyrela Brazil Realty SA

1,263,800

12,571

Gafisa SA sponsored ADR (d)

2,584,000

32,636

 

45,207

Internet & Catalog Retail - 2.2%

Amazon.com, Inc. (a)

289,800

50,219

E-Commerce China Dangdang, Inc. ADR (d)

274,500

6,986

Priceline.com, Inc. (a)

97,000

44,026

 

101,231

Media - 1.2%

Comcast Corp. Class A

600,000

15,456

Discovery Communications, Inc. (a)

200,000

8,622

Focus Media Holding Ltd. ADR (a)(d)

600,000

15,912

Grupo Televisa SA de CV (CPO) sponsored ADR (a)

600,000

14,172

 

54,162

Multiline Retail - 1.7%

Dollarama, Inc. (a)

200,000

5,994

Macy's, Inc.

2,370,800

56,662

Nordstrom, Inc.

325,100

14,714

 

77,370

Specialty Retail - 2.6%

China ZhengTong Auto Services Holdings Ltd.

4,660,000

4,278

Home Depot, Inc.

1,000,000

37,470

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Tiffany & Co., Inc.

400,000

$ 24,620

Williams-Sonoma, Inc.

1,436,100

51,829

 

118,197

Textiles, Apparel & Luxury Goods - 6.7%

Arezzo Industria E Comercio SA

596,000

7,666

Burberry Group PLC

500,000

9,747

Coach, Inc.

1,000,000

54,920

Deckers Outdoor Corp. (a)

800,000

70,576

Fossil, Inc. (a)

500,000

38,370

LVMH Moet Hennessy - Louis Vuitton

50,000

7,883

NIKE, Inc. Class B

500,000

44,515

Phillips-Van Heusen Corp.

625,800

37,554

Steven Madden Ltd. (a)

300,000

12,942

The Swatch Group AG (Bearer)

40,000

17,030

Vera Bradley, Inc.

133,889

4,599

 

305,802

TOTAL CONSUMER DISCRETIONARY

929,684

CONSUMER STAPLES - 2.5%

Beverages - 0.5%

Hansen Natural Corp. (a)

400,000

23,020

Food & Staples Retailing - 0.1%

Droga Raia SA

197,000

2,806

Food Products - 0.7%

Green Mountain Coffee Roasters, Inc. (a)

800,000

32,624

Personal Products - 1.2%

Estee Lauder Companies, Inc. Class A

371,600

35,083

Hengan International Group Co. Ltd.

2,781,000

20,515

 

55,598

TOTAL CONSUMER STAPLES

114,048

ENERGY - 14.3%

Energy Equipment & Services - 5.3%

Baker Hughes, Inc.

750,000

53,288

Halliburton Co.

1,000,000

46,940

Saipem SpA

400,000

20,203

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Energy Equipment & Services - continued

Schlumberger Ltd.

742,006

$ 69,318

Transocean Ltd. (a)

600,000

50,778

 

240,527

Oil, Gas & Consumable Fuels - 9.0%

Alpha Natural Resources, Inc. (a)

600,000

32,532

Anadarko Petroleum Corp.

300,000

24,549

Chevron Corp.

400,000

41,500

Cimarex Energy Co.

300,000

34,839

Concho Resources, Inc. (a)

666,300

70,974

Exxon Mobil Corp.

102,200

8,741

OAO Gazprom sponsored ADR

400,000

11,728

Paladin Energy Ltd. (a)

1,000,000

5,076

Peabody Energy Corp.

300,000

19,647

Pioneer Natural Resources Co.

600,000

61,404

Tesoro Corp. (a)

300,000

7,134

Uranium One, Inc.

2,500,000

16,525

Western Refining, Inc. (a)(d)

600,000

9,762

Whiting Petroleum Corp. (a)

1,000,000

65,340

 

409,751

TOTAL ENERGY

650,278

FINANCIALS - 4.5%

Capital Markets - 1.2%

BlackRock, Inc. Class A

200,000

40,798

T. Rowe Price Group, Inc.

200,000

13,396

 

54,194

Commercial Banks - 2.1%

Banco do Brasil SA

1,600,000

28,609

BBVA Banco Frances SA sponsored ADR (d)

800,000

9,488

Itau Unibanco Banco Multiplo SA ADR

914,700

20,325

Wells Fargo & Co.

1,178,600

38,022

 

96,444

Consumer Finance - 0.1%

Green Dot Corp. Class A (d)

100,000

5,221

Diversified Financial Services - 0.9%

Apollo Global Management LLC (e)

1,703,400

18,737

JPMorgan Chase & Co.

450,200

21,020

 

39,757

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Real Estate Investment Trusts - 0.1%

Weyerhaeuser Co.

300,000

$ 7,323

Thrifts & Mortgage Finance - 0.1%

BankUnited, Inc.

139,700

3,960

TOTAL FINANCIALS

206,899

HEALTH CARE - 7.4%

Biotechnology - 0.7%

United Therapeutics Corp. (a)

485,300

32,724

Health Care Equipment & Supplies - 1.1%

Edwards Lifesciences Corp. (a)

375,000

31,890

IDEXX Laboratories, Inc. (a)(d)

50,000

3,885

Volcano Corp. (a)

600,000

15,744

 

51,519

Health Care Providers & Services - 3.3%

Epocrates, Inc. (a)

294,400

6,388

Express Scripts, Inc. (a)

977,800

54,972

HMS Holdings Corp. (a)

271,500

20,515

McKesson Corp.

400,000

31,712

Medco Health Solutions, Inc. (a)

549,800

33,890

 

147,477

Health Care Technology - 0.4%

SXC Health Solutions Corp. (a)

400,000

19,723

Pharmaceuticals - 1.9%

Novo Nordisk AS Series B sponsored ADR

300,000

37,998

Valeant Pharmaceuticals International, Inc. (Canada)

1,156,460

46,425

 

84,423

TOTAL HEALTH CARE

335,866

INDUSTRIALS - 15.3%

Aerospace & Defense - 1.6%

Goodrich Corp.

294,200

25,369

Precision Castparts Corp.

150,000

21,263

The Boeing Co.

400,000

28,804

 

75,436

Air Freight & Logistics - 0.2%

Air Lease Corp. Class A (a)(e)

500,600

10,513

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Airlines - 3.7%

Delta Air Lines, Inc. (a)

4,900,775

$ 55,085

United Continental Holdings, Inc.

4,745,000

114,070

 

169,155

Construction & Engineering - 1.4%

Fluor Corp.

500,000

35,380

Foster Wheeler AG (a)

600,000

21,696

Shaw Group, Inc. (a)

200,000

7,944

 

65,020

Electrical Equipment - 0.3%

Roper Industries, Inc.

150,000

12,620

Machinery - 7.2%

Caterpillar, Inc.

593,000

61,037

Changsha Zoomlion Heavy Industry Science & Technology Development Co. Ltd. (H Shares)

3,403,800

7,815

Cummins, Inc.

532,200

53,816

Dover Corp.

500,000

32,125

Kennametal, Inc.

800,000

30,768

MAN SE

200,000

25,395

Manitowoc Co., Inc.

1,000,000

19,810

PACCAR, Inc.

400,000

20,052

Parker Hannifin Corp.

627,500

55,960

Sandvik AB

900,000

17,267

Weg SA

200,000

2,410

 

326,455

Road & Rail - 0.8%

CSX Corp.

462,700

34,545

Trading Companies & Distributors - 0.1%

Mills Estruturas e Servicos de Engenharia SA

401,000

4,538

TOTAL INDUSTRIALS

698,282

INFORMATION TECHNOLOGY - 23.1%

Communications Equipment - 5.1%

HTC Corp.

800,000

28,894

JDS Uniphase Corp. (a)

400,000

9,868

Juniper Networks, Inc. (a)

1,642,300

72,261

QUALCOMM, Inc.

1,000,000

59,580

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Research In Motion Ltd. (a)

325,600

$ 21,535

Riverbed Technology, Inc. (a)

1,000,000

41,290

 

233,428

Computers & Peripherals - 7.2%

Apple, Inc. (a)

630,700

222,771

EMC Corp. (a)

1,700,000

46,257

NetApp, Inc. (a)

1,100,000

56,826

 

325,854

Internet Software & Services - 3.2%

Baidu.com, Inc. sponsored ADR (a)

200,000

24,232

Demand Media, Inc.

275,000

6,188

eBay, Inc. (a)

1,600,400

53,621

Mail.ru Group Ltd. GDR unit (a)(e)

107,500

3,897

Rackspace Hosting, Inc. (a)

200,000

7,382

Tencent Holdings Ltd.

1,787,500

47,281

YouKu.com, Inc. ADR (a)(d)

91,400

3,801

 

146,402

IT Services - 1.5%

Cognizant Technology Solutions Corp. Class A (a)

900,000

69,183

Semiconductors & Semiconductor Equipment - 2.8%

ARM Holdings PLC sponsored ADR (d)

600,000

18,162

Broadcom Corp. Class A

1,545,500

63,706

NVIDIA Corp. (a)

500,000

11,330

NXP Semiconductors NV

772,000

24,665

TriQuint Semiconductor, Inc. (a)

600,000

8,550

 

126,413

Software - 3.3%

Ariba, Inc. (a)

251,800

7,793

Autodesk, Inc. (a)

200,000

8,410

Informatica Corp. (a)

1,350,200

63,473

Oracle Corp.

200,000

6,580

RealPage, Inc.

275,941

6,843

Rovi Corp. (a)

500,000

27,710

Solera Holdings, Inc.

300,000

15,324

Taleo Corp. Class A (a)

500,000

16,145

 

152,278

TOTAL INFORMATION TECHNOLOGY

1,053,558

Common Stocks - continued

Shares

Value (000s)

MATERIALS - 12.0%

Chemicals - 8.0%

Celanese Corp. Class A

750,000

$ 31,088

CF Industries Holdings, Inc.

450,000

63,576

Dow Chemical Co.

1,992,200

74,030

Ferro Corp. (a)

369,400

5,881

FMC Corp.

400,000

30,976

LyondellBasell Industries NV Class A (a)

1,600,000

60,928

PPG Industries, Inc.

400,000

35,352

Rockwood Holdings, Inc. (a)

528,300

24,592

Sherwin-Williams Co.

100,000

8,212

Umicore SA

200,000

10,075

Uralkali JSC GDR (Reg. S)

550,000

22,479

 

367,189

Metals & Mining - 4.0%

Alcoa, Inc.

2,826,600

47,628

Anglo American PLC (United Kingdom)

200,000

10,840

Freeport-McMoRan Copper & Gold, Inc.

800,000

42,360

Molycorp, Inc. (d)

142,900

6,858

Stillwater Mining Co. (a)

952,500

22,736

United States Steel Corp. (d)

900,000

51,741

 

182,163

TOTAL MATERIALS

549,352

TOTAL COMMON STOCKS

(Cost $3,476,584)

4,537,967

Nonconvertible Preferred Stocks - 0.3%

 

 

 

 

CONSUMER DISCRETIONARY - 0.3%

Automobiles - 0.3%

Volkswagen AG

67,800

11,499

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $10,719)

11,499

Money Market Funds - 2.7%

Shares

Value (000s)

Fidelity Cash Central Fund, 0.19% (b)

10,646,255

$ 10,646

Fidelity Securities Lending Cash Central Fund, 0.21% (b)(c)

112,608,100

112,608

TOTAL MONEY MARKET FUNDS

(Cost $123,254)

123,254

TOTAL INVESTMENT PORTFOLIO - 102.5%

(Cost $3,610,557)

4,672,720

NET OTHER ASSETS (LIABILITIES) - (2.5)%

(111,987)

NET ASSETS - 100%

$ 4,560,733

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $33,147,000 or 0.7% of net assets.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned (Amounts in thousands)

Fidelity Cash Central Fund

$ 5

Fidelity Securities Lending Cash Central Fund

143

Total

$ 148

Other Information

The following is a summary of the inputs used, as of February 28, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 941,183

$ 941,183

$ -

$ -

Consumer Staples

114,048

114,048

-

-

Energy

650,278

645,202

5,076

-

Financials

206,899

188,162

18,737

-

Health Care

335,866

335,866

-

-

Industrials

698,282

687,769

-

10,513

Information Technology

1,053,558

1,024,664

28,894

-

Materials

549,352

549,352

-

-

Money Market Funds

123,254

123,254

-

-

Total Investments in Securities:

$ 4,672,720

$ 4,609,500

$ 52,707

$ 10,513

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

(Amounts in thousands)

 

Investments in Securities:

Beginning Balance

$ 10,262

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

251

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 10,513

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at February 28, 2011

$ 251

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges.

Income Tax Information

At February 28, 2011, the cost of investment securities for income tax purposes was $3,623,396,000. Net unrealized appreciation aggregated $1,049,324,000, of which $1,115,921,000 related to appreciated investment securities and $66,597,000 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value calculation under these procedures may differ from published prices for the same securities. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels. Level 1 - quoted prices in active markets for identical investments. Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.). Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts, futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please

see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC

or an affiliate.

Quarterly Report

Item 2. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Financial Trust's (the "Trust") disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the Trust's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 3. Exhibits

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Financial Trust

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

April 29, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

April 29, 2011

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

April 29, 2011