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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-649

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

245 Summer St., Boston, Massachusetts 02210
(Address of principal executive offices)       (Zip code)

Scott C. Goebel, Secretary

245 Summer St.

Boston, Massachusetts 02210
(Name and address of agent for service)

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

Date of fiscal year end:

July 31

 

 

Date of reporting period:

January 31, 2014

Item 1. Reports to Stockholders

Fidelity ®

Series Intrinsic Opportunities

Fund

Fidelity Series Intrinsic Opportunities
Fund

Class F

Semiannual Report

January 31, 2014

(Fidelity Cover Art)


Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 for Fidelity® Series Intrinsic Opportunities Fund or 1-800-835-5092 for Class F of the fund to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov . A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2013 to January 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
August 1, 2013

Ending
Account Value
January 31, 2014

Expenses Paid
During Period
*
August 1, 2013
to January 31, 2014

Series Intrinsic Opportunities

.80%

 

 

 

Actual

 

$ 1,000.00

$ 1,061.40

$ 4.16

Hypothetical A

 

$ 1,000.00

$ 1,021.17

$ 4.08

Class F

.62%

 

 

 

Actual

 

$ 1,000.00

$ 1,061.90

$ 3.22

Hypothetical A

 

$ 1,000.00

$ 1,022.08

$ 3.16

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report


Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

WellPoint, Inc.

4.3

4.1

The Western Union Co.

3.9

3.7

AstraZeneca PLC sponsored ADR

3.7

2.9

Hewlett-Packard Co.

3.7

3.6

UnitedHealth Group, Inc.

3.3

3.1

Humana, Inc.

3.2

3.2

Best Buy Co., Inc.

2.6

3.3

Nitori Holdings Co. Ltd.

2.1

1.8

Microsoft Corp.

2.1

2.1

United Therapeutics Corp.

2.1

1.7

 

31.0

Top Five Market Sectors as of January 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

24.1

24.3

Health Care

23.3

22.2

Information Technology

21.0

20.8

Energy

8.0

8.6

Financials

7.8

7.6

Asset Allocation (% of fund's net assets)

As of January 31, 2014 *

As of July 31, 2013 **

PUR897951

Stocks 99.1%

 

PUR897951

Stocks 99.3%

 

PUR897954

Other Investments 0.5%

 

PUR897956

Other Investments 0.0%

 

PUR897958

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.4%

 

PUR897958

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.7%

 

* Foreign investments

41.4%

 

** Foreign investments

36.4%

 

PUR897961

Semiannual Report


Investments January 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.0%

Shares

Value

CONSUMER DISCRETIONARY - 24.1%

Auto Components - 2.7%

Cooper Tire & Rubber Co.

400,000

$ 9,360,000

G-Tekt Corp.

667,000

19,846,079

Hanil E-Wha Co. Ltd.

1,000,000

15,292,383

Harada Industries Co. Ltd.

100,000

315,110

Hyundai Mobis

175,000

49,613,432

IJT Technology Holdings Co. Ltd. (a)

1,100,000

5,521,958

Piolax, Inc.

308,000

11,613,835

TBK Co. Ltd. (e)

1,800,000

10,311,133

TPR Co. Ltd.

550,000

9,265,779

Yorozu Corp.

850,000

15,567,927

 

146,707,636

Automobiles - 0.1%

Audi AG (d)

7,409

6,495,137

Distributors - 0.5%

Chori Co. Ltd.

815,000

9,172,876

Doshisha Co. Ltd.

525,000

7,027,317

Nakayamafuku Co. Ltd.

87,900

698,601

Uni-Select, Inc.

350,000

8,795,960

Yagi & Co. Ltd.

210,000

3,131,091

 

28,825,845

Diversified Consumer Services - 2.8%

Best Bridal, Inc. (d)

1,050,000

6,249,908

ITT Educational Services, Inc. (a)(d)

525,000

15,435,000

Lincoln Educational Services Corp.

25,000

109,250

MegaStudy Co. Ltd. (e)

572,000

44,449,834

Step Co. Ltd.

217,000

1,693,296

Weight Watchers International, Inc. (d)(e)

3,250,000

87,847,500

 

155,784,788

Hotels, Restaurants & Leisure - 0.7%

Brazil Fast Food Corp. (a)

5,000

86,000

Fairwood Holdings Ltd.

500,000

1,014,967

Hiday Hidaka Corp.

127,000

3,057,724

Koshidaka Holdings Co. Ltd.

135,000

3,993,385

Kura Corp. Ltd.

150,000

2,494,900

Ohsho Food Service Corp. (d)

350,000

11,478,092

Toridoll.Corporation (d)

1,700,000

14,630,368

 

36,755,436

Household Durables - 1.5%

Ace Bed Co. Ltd.

27,929

3,116,458

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Desarrolladora Homex S.A.B. de CV sponsored ADR (a)(d)

1,100,000

$ 1,694,000

FJ Next Co. Ltd.

1,050,000

5,356,260

Helen of Troy Ltd. (a)

800,000

44,032,000

Iida Group Holdings Co. Ltd. (a)

540,000

9,423,748

Lifetime Brands, Inc.

55,000

848,100

Q.E.P. Co., Inc. (a)

8,598

154,764

SABAF SpA

425,800

7,132,514

Sanei Architecture Planning Co. Ltd.

660,000

5,471,713

Sanyo Housing Nagoya Co. Ltd.

625,000

6,759,539

Urbi, Desarrollos Urbanos, S.A.B. de CV (a)

200,000

23,478

 

84,012,574

Leisure Equipment & Products - 0.3%

Accell Group NV

701,944

13,064,624

Daikoku Denki Co. Ltd.

15,000

356,553

 

13,421,177

Media - 0.4%

Alpha Co. Ltd.

25,000

40,784

Crown Media Holdings, Inc. Class A (a)

50,000

153,000

Gendai Agency, Inc.

650,000

3,877,811

Pico Far East Holdings Ltd.

6,500,000

1,866,998

Proto Corp. (d)

125,000

1,748,180

Starz - Liberty Capital Series A (a)

400,000

11,192,000

Tribune Co. Class A (a)

25,000

1,862,500

Weborama

10,000

159,821

 

20,901,094

Multiline Retail - 0.6%

GwangJu Shinsegae Co. Ltd.

60,000

13,402,734

Hanwha Timeworld Co. Ltd.

258,990

7,426,737

Kohl's Corp.

10,000

506,300

Next PLC

42,700

4,387,158

Treasure Factory Co. Ltd.

124,900

2,333,702

Watts Co. Ltd. (d)

448,800

3,861,439

 

31,918,070

Specialty Retail - 12.8%

Adastria Holdings Co. Ltd.

750,000

19,690,859

Arc Land Sakamoto Co. Ltd.

100,000

1,685,394

Asahi Co. Ltd.

20,000

272,042

AT-Group Co. Ltd.

302,000

5,383,752

Bed Bath & Beyond, Inc. (a)

800,000

51,080,000

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Best Buy Co., Inc.

6,000,000

$ 141,240,000

Folli Follie SA (a)

325,000

9,796,620

Fuji Corp. (e)

247,700

4,639,973

Groupe FNAC SA (a)

15,000

465,302

Guess?, Inc.

3,048,000

85,496,400

Handsman Co. Ltd.

150,000

1,516,884

Hour Glass Ltd.

1,650,000

2,121,182

IA Group Corp.

112,000

776,289

John David Group PLC

1,792,000

47,546,322

Jos. A. Bank Clothiers, Inc. (a)(d)

400,000

22,488,000

Jumbo SA (a)

1,778,000

30,214,657

K's Denki Corp.

1,250,000

33,265,914

Ku Holdings Co. Ltd.

225,000

3,090,001

Mandarake, Inc. (d)

24,600

873,002

Mr. Bricolage SA

311,600

4,349,638

Murphy U.S.A., Inc.

150,000

5,811,000

Nafco Co. Ltd.

640,400

9,834,304

Nitori Holdings Co. Ltd.

1,200,000

116,540,357

Oriental Watch Holdings Ltd.

6,000,000

1,537,907

Outerwall, Inc. (a)

1,000

64,310

RIGHT ON Co. Ltd.

60,000

417,471

RONA, Inc.

1,100,000

12,335,803

Samse SA

31,000

3,367,771

Staples, Inc.

6,000,000

78,960,000

The Cato Corp. Class A (sub. vtg.)

300,000

8,388,000

Tokatsu Holdings Co. Ltd.

80,000

247,228

 

703,496,382

Textiles, Apparel & Luxury Goods - 1.7%

Coach, Inc.

650,000

31,128,500

Geox SpA (d)

8,500,000

34,368,922

Ports Design Ltd.

10,400,000

7,474,690

Texwinca Holdings Ltd.

2,000,000

1,919,163

Van de Velde

111,000

5,558,573

Youngone Holdings Co. Ltd.

30,000

2,000,030

Yue Yuen Industrial (Holdings) Ltd.

3,500,000

10,819,444

 

93,269,322

TOTAL CONSUMER DISCRETIONARY

1,321,587,461

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - 5.4%

Beverages - 0.2%

Jinro Distillers Co. Ltd.

225,000

$ 4,147,770

Muhak Co. Ltd.

331,064

5,666,480

 

9,814,250

Food & Staples Retailing - 2.8%

Ain Pharmaciez, Inc.

300,000

14,801,644

Amsterdam Commodities NV

460,000

10,047,410

Create SD Holdings Co. Ltd.

310,000

10,396,398

Dong Suh Companies, Inc.

1,013,849

15,203,329

Genky Stores, Inc. (d)

104,400

2,341,340

Halows Co. Ltd.

63,700

765,271

MARR SpA

850,000

13,435,749

Marukyu Co. Ltd. (d)

310,000

3,616,991

Rami Levi Chain Stores Hashikma Marketing 2006 Ltd.

5,000

291,541

San-A Co. Ltd.

550,000

15,559,175

Sapporo Drug Store Co. Ltd. (e)

400,000

5,794,264

Tesco PLC

11,000,000

57,804,603

Yaoko Co. Ltd.

100,000

4,132,551

 

154,190,266

Food Products - 1.0%

Ajinomoto Malaysia Bhd

1,000,000

1,431,356

Astral Foods Ltd.

400,000

3,146,290

Cranswick PLC

706,081

15,333,198

Fresh Del Monte Produce, Inc.

725,000

19,183,500

Lassonde Industries, Inc. Class A (sub. vtg.)

50,000

5,117,396

Pickles Corp.

40,000

298,855

Select Harvests Ltd.

1,250,000

6,303,760

Synear Food Holdings Ltd. (a)

1,000,000

145,682

Toyo Sugar Refining Co. Ltd.

1,000,000

1,019,500

 

51,979,537

Household Products - 0.4%

Energizer Holdings, Inc.

250,000

23,625,000

Personal Products - 1.0%

Atrium Innovations, Inc. (a)

300,000

6,459,259

Cyanotech Corp. (a)

25,000

125,750

Sarantis SA

1,200,000

10,762,626

USANA Health Sciences, Inc. (a)(d)

625,000

37,418,750

 

54,766,385

TOTAL CONSUMER STAPLES

294,375,438

Common Stocks - continued

Shares

Value

ENERGY - 8.0%

Energy Equipment & Services - 1.4%

AKITA Drilling Ltd. Class A (non-vtg.)

250,000

$ 3,342,312

Boustead Singapore Ltd.

4,000,261

5,180,384

Fugro NV (Certificaten Van Aandelen)

140,000

7,328,971

Oil States International, Inc. (a)

500,000

46,975,000

Shinko Plantech Co. Ltd.

1,700,000

12,658,115

 

75,484,782

Oil, Gas & Consumable Fuels - 6.6%

Alvopetro Energy Ltd. (a)

3,000,000

2,962,963

Eni SpA

4,600,000

104,459,815

Fuji Kosan Co. Ltd.

105,000

691,851

Knightsbridge Tankers Ltd.

1,400,000

13,188,000

Marathon Oil Corp.

300,000

9,837,000

Motor Oil (HELLAS) Corinth Refineries SA

250,000

2,879,475

Newfield Exploration Co. (a)

1,200,000

29,724,000

Nordic American Tanker Shipping Ltd. (d)

725,000

7,931,500

Peabody Energy Corp.

5,250,000

89,512,500

San-Ai Oil Co. Ltd.

200,000

965,120

Statoil ASA sponsored ADR

1,000,000

23,710,000

Tsakos Energy Navigation Ltd.

625,000

4,250,000

Ultra Petroleum Corp. (a)(d)

2,100,000

50,295,000

W&T Offshore, Inc.

1,550,000

22,196,000

World Fuel Services Corp.

50,000

2,136,000

 

364,739,224

TOTAL ENERGY

440,224,006

FINANCIALS - 7.3%

Capital Markets - 1.4%

ABG Sundal Collier ASA (a)

1,000,000

799,688

GFI Group, Inc.

1,111,436

4,223,457

Goldman Sachs Group, Inc.

325,000

53,339,000

MLP AG

2,340,000

17,947,933

 

76,310,078

Commercial Banks - 0.0%

Citizens Financial Services, Inc.

10,000

510,100

Customers Bancorp, Inc. (a)

50,000

1,014,000

Lakeland Financial Corp.

1,000

36,630

Spar Nord Bank A/S

10,000

89,654

 

1,650,384

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Consumer Finance - 0.1%

Albemarle & Bond Holdings PLC (d)

2,100,000

$ 356,439

EZCORP, Inc. (non-vtg.) Class A (a)

165,900

1,821,582

 

2,178,021

Diversified Financial Services - 0.8%

Century Tokyo Leasing Corp.

400,000

11,650,337

Fuyo General Lease Co. Ltd.

275,000

9,541,120

NICE Information Service Co. Ltd.

349,724

965,960

Ricoh Leasing Co. Ltd.

850,000

22,666,069

 

44,823,486

Insurance - 4.9%

AFLAC, Inc.

1,700,000

106,726,000

APRIL

1,129,000

25,428,795

Assurant, Inc.

300,000

19,605,000

Dongbu Insurance Co. Ltd.

500,000

24,644,506

Fidelity National Financial, Inc. Class A

25,000

788,500

MetLife, Inc.

1,500,000

73,575,000

RenaissanceRe Holdings Ltd.

175,000

15,874,250

 

266,642,051

Real Estate Management & Development - 0.1%

Leopalace21 Corp. (a)

250,000

1,303,365

Nisshin Fudosan Co. Ltd.

1,400,000

5,247,893

 

6,551,258

TOTAL FINANCIALS

398,155,278

HEALTH CARE - 23.3%

Biotechnology - 2.1%

United Therapeutics Corp. (a)

1,100,000

112,882,000

Health Care Equipment & Supplies - 0.4%

Audika SA (a)

353,000

4,879,934

Nakanishi, Inc.

70,000

10,486,181

St. Jude Medical, Inc.

100,000

6,073,000

 

21,439,115

Health Care Providers & Services - 15.2%

Aetna, Inc.

1,250,000

85,412,500

Almost Family, Inc. (a)

286,000

8,697,260

Amedisys, Inc. (a)(e)

2,917,000

44,017,530

Chemed Corp. (d)

518,718

40,937,225

Humana, Inc.

1,800,000

175,140,000

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

LHC Group, Inc. (a)

275,500

$ 6,319,970

Magellan Health Services, Inc. (a)

300,000

17,949,000

National Healthcare Corp.

27,300

1,419,600

Pelion SA

325,000

9,125,159

Quest Diagnostics, Inc. (d)

500,000

26,250,000

Uchiyama Holdings Co. Ltd. (d)

440,000

2,639,698

UnitedHealth Group, Inc.

2,500,000

180,700,000

WellPoint, Inc.

2,750,000

236,499,993

 

835,107,935

Health Care Technology - 0.1%

Pharmagest Interactive (d)

55,000

6,787,333

Pharmaceuticals - 5.5%

AbbVie, Inc.

1,400,000

68,922,000

AstraZeneca PLC sponsored ADR

3,200,000

203,200,000

Kwang Dong Pharmaceutical Co. Ltd.

2,400,000

16,435,030

Recordati SpA

350,000

5,480,442

Towa Pharmaceutical Co. Ltd.

5,000

202,216

Tsumura & Co. (d)

300,000

7,397,995

 

301,637,683

TOTAL HEALTH CARE

1,277,854,066

INDUSTRIALS - 7.3%

Air Freight & Logistics - 0.1%

AIT Corp. (d)

750,000

5,737,910

Atlas Air Worldwide Holdings, Inc. (a)

5,000

176,650

Onelogix Group Ltd.

500,000

132,745

Royal Mail PLC

175,000

1,720,341

SBS Co. Ltd.

50,000

842,909

 

8,610,555

Building Products - 0.0%

Nihon Dengi Co. Ltd.

110,000

981,334

Noda Corp.

50,000

306,300

Sekisui Jushi Corp.

20,000

279,829

 

1,567,463

Commercial Services & Supplies - 0.6%

Fursys, Inc.

200,000

5,688,583

Mitie Group PLC

3,500,000

18,354,143

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Commercial Services & Supplies - continued

Moleskine SpA (d)

500,000

$ 1,147,069

Prestige International, Inc.

905,700

8,740,476

 

33,930,271

Construction & Engineering - 0.5%

Ausdrill Ltd. (d)

7,000,000

5,507,173

Boart Longyear Ltd. (d)

2,000,000

822,223

Daiichi Kensetsu Corp.

275,000

3,550,527

Heijmans NV (Certificaten Van Aandelen) (d)

300,000

4,893,758

Meisei Industrial Co. Ltd. (d)

100,000

462,839

Nippon Rietec Co. Ltd.

260,000

1,903,087

Nippon Steel & Sumikin Texeng

250,000

966,249

Sedgman Ltd.

1,500,000

788,234

Vianini Lavori SpA

1,500,000

10,216,403

 

29,110,493

Electrical Equipment - 0.5%

Aros Quality Group AB (d)

853,205

9,995,342

GrafTech International Ltd. (a)

946,151

9,698,048

Hammond Power Solutions, Inc. Class A (e)

450,000

2,828,283

Somfy SA

10,068

2,770,057

 

25,291,730

Industrial Conglomerates - 0.0%

Reunert Ltd.

300,000

1,724,430

Machinery - 1.8%

Aalberts Industries NV

100,000

3,129,658

Daihatsu Diesel Manufacturing Co. Ltd. (e)

3,150,000

22,143,220

Daiwa Industries Ltd.

800,000

5,322,793

Fujimak Corp.

99,600

884,111

Global Brass & Copper Holdings, Inc.

435,298

7,526,302

Hitachi Zosen Fukui Corp.

10,000

137,014

Hy-Lok Corp.

5,000

123,293

Ihara Science Corp.

53,200

396,097

Jaya Holdings Ltd.

23,150,000

13,961,859

Koike Sanso Kogyo Co. Ltd.

125,000

265,482

Metka SA

250,000

3,978,665

Mincon Group PLC (a)

168,750

227,593

Samyoung M-Tek Co. Ltd. (e)

1,050,000

5,985,459

Sansei Co. Ltd.

375,000

616,632

Semperit AG Holding

100,000

5,057,625

SIMPAC, Inc. (e)

2,325,000

15,173,991

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Machinery - continued

Teikoku Sen-I Co. Ltd.

800,000

$ 9,902,352

Tocalo Co. Ltd.

100,000

1,660,396

 

96,492,542

Professional Services - 3.1%

Akka Technologies SA (e)

868,931

27,423,098

Benefit One, Inc.

150,000

1,358,507

CBIZ, Inc. (a)(e)

2,900,000

24,940,000

Dun & Bradstreet Corp.

1,000,000

110,000,000

Harvey Nash Group PLC

300,000

530,158

VSE Corp.

120,000

5,293,200

 

169,544,963

Road & Rail - 0.2%

Autohellas SA

410,000

4,589,626

Hamakyorex Co. Ltd.

46,000

1,344,259

Tohbu Network Co. Ltd.

125,000

965,250

Utoc Corp.

1,100,000

3,881,881

 

10,781,016

Trading Companies & Distributors - 0.5%

Bergman & Beving AB (B Shares)

525,000

10,417,621

Canox Corp.

196,000

725,507

Emori & Co. Ltd.

200,000

4,106,984

Green Cross Co. Ltd.

5,000

40,429

Mitani Shoji Co. Ltd.

450,000

9,469,024

VM Materiaux SA (a)

30,000

1,153,139

 

25,912,704

TOTAL INDUSTRIALS

402,966,167

INFORMATION TECHNOLOGY - 21.0%

Communications Equipment - 2.4%

Aastra Technologies Ltd.

149,000

5,720,530

Cisco Systems, Inc.

3,500,000

76,685,000

NETGEAR, Inc. (a)

1,500,000

47,865,000

 

130,270,530

Computers & Peripherals - 4.5%

Hewlett-Packard Co.

7,000,000

203,000,000

Lexmark International, Inc. Class A (d)

350,000

13,716,500

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - continued

Seagate Technology

425,000

$ 22,465,500

TPV Technology Ltd.

25,000,000

5,184,317

 

244,366,317

Electronic Equipment & Components - 2.7%

Corning, Inc.

2,000,000

34,420,000

Elematec Corp.

400,000

6,889,608

HF Co. (e)

225,000

1,817,710

Ingram Micro, Inc. Class A (a)

375,000

9,382,500

Insight Enterprises, Inc. (a)

1,700,000

35,870,000

Intelligent Digital Integrated Security Co. Ltd.

129,285

2,396,233

Lacroix SA (e)

349,327

8,782,000

Macnica, Inc. (e)

1,060,000

31,313,903

Multi-Fineline Electronix, Inc. (a)

338,000

4,664,400

Riken Kieki Co. Ltd.

135,000

1,138,529

SFA Engineering Corp.

10,000

416,569

Shibaura Electronics Co. Ltd.

233,200

4,003,933

VST Holdings Ltd.

21,000,000

5,463,819

 

146,559,204

Internet Software & Services - 0.3%

AuFeminin.com SA (a)

40,046

1,691,054

DeNA Co. Ltd. (d)

350,000

6,720,977

Paperboy & Co., Inc.

65,000

2,616,165

Zappallas, Inc. (e)

1,100,000

7,966,769

 

18,994,965

IT Services - 7.3%

Amdocs Ltd.

1,500,000

64,890,000

CACI International, Inc. Class A (a)

36,500

2,701,730

Calian Technologies Ltd.

209,500

4,230,442

DOCdata NV

40,000

866,405

Econocom Group SA (d)

75,000

794,047

Estore Corp.

89,800

971,584

Groupe Steria SCA

203,843

4,123,846

Indra Sistemas

50,000

885,759

ManTech International Corp. Class A (d)

675,000

19,642,500

Shinsegae Information & Communication Co. Ltd.

75,000

5,512,455

Societe Pour L'Informatique Industrielle SA

180,500

1,769,811

Sopra Group SA

475,000

52,205,143

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

IT Services - continued

Tessi SA (e)

191,585

$ 24,919,198

The Western Union Co. (d)

14,000,000

215,600,000

 

399,112,920

Semiconductors & Semiconductor Equipment - 0.3%

Alpha & Omega Semiconductor Ltd. (a)

915,000

6,642,900

Melexis NV

100,000

3,464,810

Miraial Co. Ltd. (d)(e)

631,900

9,376,765

 

19,484,475

Software - 3.5%

CEGID SA

50,000

1,814,002

Ebix, Inc. (d)

375,000

5,092,500

Justplanning, Inc.

20,000

212,565

KSK Co., Ltd.

121,900

790,927

Microsoft Corp.

3,000,000

113,550,000

Oracle Corp.

1,700,000

62,730,000

Uchida Esco Co. Ltd. (a)

150,000

1,090,219

Vasco Data Security International, Inc. (a)

597,000

4,459,590

Vitec Software Group AB

20,000

276,277

 

190,016,080

TOTAL INFORMATION TECHNOLOGY

1,148,804,491

MATERIALS - 1.9%

Chemicals - 1.0%

C. Uyemura & Co. Ltd.

125,000

5,858,699

Chugoku Marine Paints Ltd.

350,000

1,896,128

Daishin-Chemical Co. Ltd.

125,000

1,090,891

Fuso Chemical Co. Ltd.

55,000

1,472,158

Hannong Chemicals, Inc. (e)

1,288,000

5,485,858

Soda Aromatic Co. Ltd.

70,000

720,855

T&K Toka Co. Ltd.

75,000

1,596,853

Tae Kyung Industrial Co. Ltd.

1,000,000

4,381,777

Yara International ASA

850,000

35,069,973

 

57,573,192

Construction Materials - 0.2%

Buzzi Unicem SpA

150,000

2,741,233

Common Stocks - continued

Shares

Value

MATERIALS - continued

Construction Materials - continued

Mitani Sekisan Co. Ltd. (d)

250,000

$ 2,919,000

Titan Cement Co. SA (Reg.) (a)

150,000

4,025,870

 

9,686,103

Containers & Packaging - 0.0%

Chuoh Pack Industry Co. Ltd.

12,000

122,506

Metals & Mining - 0.7%

Compania de Minas Buenaventura SA sponsored ADR

350,000

4,340,000

Pacific Metals Co. Ltd.

7,000,000

24,356,990

Sherritt International Corp.

2,200,000

6,795,062

Tokyo Kohtetsu Co. Ltd.

307,900

1,328,215

 

36,820,267

TOTAL MATERIALS

104,202,068

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.3%

Atlantic Tele-Network, Inc.

325,000

18,931,250

UTILITIES - 0.4%

Gas Utilities - 0.4%

GAIL India Ltd.

100,000

571,905

K&O Energy Group, Inc. (a)

44,000

627,171

Kyungnam Energy Co. Ltd.

1,481,820

8,546,702

Seoul City Gas Co. Ltd.

60,000

6,304,711

YESCO Co. Ltd.

235,000

7,842,195

 

23,892,684

TOTAL COMMON STOCKS

(Cost $4,704,514,864)


5,430,992,909

Nonconvertible Preferred Stocks - 0.1%

 

 

 

 

MATERIALS - 0.1%

Construction Materials - 0.1%

Buzzi Unicem SpA (Risparmio Shares)

(Cost $4,334,539)

550,000


5,192,495

Preferred Securities - 0.5%

Principal Amount

Value

FINANCIALS - 0.5%

Diversified Financial Services - 0.5%

Baggot Securities Ltd. 10.24% (f)(g)

(Cost $27,259,665)

$ 17,587,000

$ 27,624,965

Money Market Funds - 5.2%

Shares

 

Fidelity Cash Central Fund, 0.10% (b)

38,250,208

38,250,208

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

246,162,432

246,162,432

TOTAL MONEY MARKET FUNDS

(Cost $284,412,640)


284,412,640

TOTAL INVESTMENT PORTFOLIO - 104.8%

(Cost $5,020,521,708)

5,748,223,009

NET OTHER ASSETS (LIABILITIES) - (4.8)%

(265,111,173 )

NET ASSETS - 100%

$ 5,483,111,836

Legend

(a) Non-income producing

(b) Affiliated fund that is generally 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) Affiliated company

(f) 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 $27,624,965 or 0.5% of net assets.

(g) Security is perpetual in nature with no stated maturity date.

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

Fidelity Cash Central Fund

$ 23,494

Fidelity Securities Lending Cash Central Fund

1,798,924

Total

$ 1,822,418

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

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Akka Technologies SA

$ 25,276,317

$ 1,288,878

$ -

$ -

$ 27,423,098

Amedisys, Inc.

36,491,670

-

-

-

44,017,530

CBIZ, Inc.

21,054,000

-

-

-

24,940,000

Daihatsu Diesel Manufacturing Co. Ltd.

12,706,383

224,454

-

-

22,143,220

Fuji Corp.

2,080,278

1,896,633

-

68,983

4,639,973

Hammond Power Solutions, Inc. Class A

-

3,022,244

-

18,025

2,828,283

Hannong Chemicals, Inc.

4,573,951

975,660

-

91,379

5,485,858

HF Co.

1,370,261

201,866

-

-

1,817,710

Lacroix SA

4,865,755

1,467,055

-

-

8,782,000

Macnica, Inc.

26,556,837

-

-

299,937

31,313,903

MegaStudy Co. Ltd.

18,333,180

18,528,563

-

1,352,712

44,449,834

Miraial Co. Ltd.

9,745,368

-

-

165,853

9,376,765

Samyoung M-Tek Co. Ltd.

5,286,107

295,314

-

99,325

5,985,459

Sapporo Drug Store Co. Ltd.

4,037,815

1,287,838

-

-

5,794,264

SIMPAC, Inc.

14,793,758

-

-

183,278

15,173,991

TBK Co. Ltd.

6,121,949

2,534,101

-

91,773

10,311,133

Tessi SA

20,246,943

1,585,452

-

-

24,919,198

USANA Health Sciences, Inc.

66,096,000

1,518,947

16,306,959

-

-

Weight Watchers International, Inc.

47,450,000

77,927,476

-

306,250

87,847,500

Zappallas, Inc.

6,535,594

1,523,012

-

-

7,966,769

Total

$ 333,622,166

$ 114,277,493

$ 16,306,959

$ 2,677,515

$ 385,216,488

Other Information

The following is a summary of the inputs used, as of January 31, 2014, 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 in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 1,321,587,461

$ 810,608,615

$ 510,955,368

$ 23,478

Consumer Staples

294,375,438

144,946,469

149,283,287

145,682

Energy

440,224,006

316,268,721

123,955,285

-

Financials

398,155,278

322,136,028

76,019,250

-

Health Care

1,277,854,066

1,240,692,946

37,161,120

-

Industrials

402,966,167

267,923,954

135,042,213

-

Information Technology

1,148,804,491

1,067,387,290

81,417,201

-

Materials

109,394,563

58,164,633

51,229,930

-

Telecommunication Services

18,931,250

18,931,250

-

-

Utilities

23,892,684

-

23,892,684

-

Preferred Securities

27,624,965

-

27,624,965

-

Money Market Funds

284,412,640

284,412,640

-

-

Total Investments in Securities:

$ 5,748,223,009

$ 4,531,472,546

$ 1,216,581,303

$ 169,160

The following is a summary of transfers between Level 1 and Level 2 for the period ended January 31, 2014. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 787,560,039

Level 2 to Level 1

$ 0

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America

58.6%

Japan

12.7%

United Kingdom

6.3%

Korea (South)

5.1%

Italy

3.2%

France

3.2%

Bermuda

2.1%

Canada

2.1%

Greece

1.3%

Norway

1.1%

Others (Individually Less Than 1%)

4.3%

 

100.0%

See accompanying notes which are an integral part of the financial statements.

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

 

January 31, 2014 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $238,016,223) - See accompanying schedule:

Unaffiliated issuers (cost $4,366,520,857)

$ 5,078,593,881

 

Fidelity Central Funds (cost $284,412,640)

284,412,640

 

Other affiliated issuers (cost $369,588,211)

385,216,488

 

Total Investments (cost $5,020,521,708)

 

$ 5,748,223,009

Cash

 

1,878,607

Foreign currency held at value (cost $7)

7

Receivable for investments sold

13,979,290

Receivable for fund shares sold

781,453

Dividends receivable

6,470,047

Distributions receivable from Fidelity Central Funds

623,370

Prepaid expenses

13,786

Other receivables

9,992

Total assets

5,771,979,561

 

 

 

Liabilities

Payable for investments purchased

$ 18,065,457

Payable for fund shares redeemed

20,997,758

Accrued management fee

2,885,951

Other affiliated payables

438,709

Other payables and accrued expenses

317,418

Collateral on securities loaned, at value

246,162,432

Total liabilities

288,867,725

 

 

 

Net Assets

$ 5,483,111,836

Net Assets consist of:

 

Paid in capital

$ 4,709,340,881

Distributions in excess of net investment income

(816,353)

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

46,987,844

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

727,599,464

Net Assets

$ 5,483,111,836

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

January 31, 2014 (Unaudited)

 

 

 

Series Intrinsic Opportunities :
Net Asset Value
, offering price and redemption price per share ($2,379,708,810 ÷ 180,288,208 shares)

$ 13.20

 

 

 

Class F :
Net Asset Value
, offering price and redemption price per share ($3,103,403,026 ÷ 234,967,627 shares)

$ 13.21

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Operations

Six months ended January 31, 2014 (Unaudited)

 

 

 

Investment Income

 

 

Dividends (including $2,677,515 earned from other affiliated issuers)

 

$ 47,648,989

Interest

 

36,158

Income from Fidelity Central Funds

 

1,822,418

Total income

 

49,507,565

 

 

 

Expenses

Management fee
Basic fee

$ 14,017,815

Performance adjustment

704,058

Transfer agent fees

1,933,567

Accounting and security lending fees

566,639

Custodian fees and expenses

218,548

Independent trustees' compensation

10,376

Registration fees

129,507

Audit

42,389

Legal

9,365

Interest

1,636

Miscellaneous

103,121

Total expenses

17,737,021

Net investment income (loss)

31,770,544

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

77,669,440

Other affiliated issuers

8,704,749

 

Foreign currency transactions

(308,076 )

Total net realized gain (loss)

 

86,066,113

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $2,160)

150,099,336

Assets and liabilities in foreign currencies

(99,829 )

Total change in net unrealized appreciation (depreciation)

 

149,999,507

Net gain (loss)

236,065,620

Net increase (decrease) in net assets resulting from operations

$ 267,836,164

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Six months ended
January 31, 2014
(Unaudited)

For the period
December 6, 2012
(commencement of
operations) to
July 31, 2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 31,770,544

$ 31,391,876

Net realized gain (loss)

86,066,113

39,382,727

Change in net unrealized appreciation (depreciation)

149,999,507

577,599,957

Net increase (decrease) in net assets resulting
from operations

267,836,164

648,374,560

Distributions to shareholders from net investment income

(61,872,801)

(1,408,505)

Distributions to shareholders from net realized gain

(79,158,464 )

-

Total distributions

(141,031,265 )

(1,408,505 )

Share transactions - net increase (decrease)

874,902,541

3,834,438,341

Total increase (decrease) in net assets

1,001,707,440

4,481,404,396

 

 

 

Net Assets

Beginning of period

4,481,404,396

-

End of period (including distributions in excess of net investment income of $816,353 and undistributed net investment income of $29,285,904, respectively)

$ 5,483,111,836

$ 4,481,404,396

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Series Intrinsic Opportunities

 

Six months ended January 31, 2014

Year ended
July 31,

 

(Unaudited)

2013 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 12.78

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .08

  .12

Net realized and unrealized gain (loss)

  .70

  2.69

Total from investment operations

  .78

  2.81

Distributions from net investment income

  (.15)

  (.03)

Distributions from net realized gain

  (.21 )

  -

Total distributions

  (.36 )

  (.03 )

Net asset value, end of period

$ 13.20

$ 12.78

Total Return B, C

  6.14%

  28.19%

Ratios to Average Net Assets E, H

 

 

Expenses before reductions

  .80% A

  .81% A

Expenses net of fee waivers, if any

  .80% A

  .81% A

Expenses net of all reductions

  .80% A

  .79% A

Net investment income (loss)

  1.16% A

  1.58% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 2,379,709

$ 1,995,564

Portfolio turnover rate F

  18% A

  7% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period December 6, 2012 (commencement of operations) to July 31, 2013.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class F

 

Six months ended January 31, 2014

Year ended
July 31,

 

(Unaudited)

2013 G

Selected Per-Share Data

 

 

Net asset value, beginning of period

$ 12.80

$ 10.00

Income from Investment Operations

 

 

Net investment income (loss) D

  .09

  .13

Net realized and unrealized gain (loss)

  .70

  2.70

Total from investment operations

  .79

  2.83

Distributions from net investment income

  (.17)

  (.03)

Distributions from net realized gain

  (.21 )

  -

Total distributions

  (.38 )

  (.03 )

Net asset value, end of period

$ 13.21

$ 12.80

Total Return B, C

  6.19%

  28.40%

Ratios to Average Net Assets E, H

 

 

Expenses before reductions

  .62% A

  .62% A

Expenses net of fee waivers, if any

  .62% A

  .62% A

Expenses net of all reductions

  .62% A

  .60% A

Net investment income (loss)

  1.33% A

  1.77% A

Supplemental Data

 

 

Net assets, end of period (000 omitted)

$ 3,103,403

$ 2,485,841

Portfolio turnover rate F

  18% A

  7% A

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period December 6, 2012 (commencement of operations) to July 31, 2013.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report


Notes to Financial Statements

For the period ended January 31, 2014 (Unaudited)

1. Organization.

Fidelity® Series Intrinsic Opportunities Fund (the Fund) is a fund of Fidelity Puritan Trust (the Trust) and is authorized to issue an unlimited number of shares. Shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as an investment manager. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Series Intrinsic Opportunities and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

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)

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 a third party pricing vendor 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 market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

securities. Preferred securities, are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of January 31, 2014, including information on transfers between Levels 1 and 2 is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned.

Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to futures contracts, foreign currency transactions, market discount and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 920,305,073

Gross unrealized depreciation

(192,646,708 )

Net unrealized appreciation (depreciation) on securities and other investments

$ 727,658,365

 

 

Tax cost

$ 5,020,564,644

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,236,078,376 and $459,565,639, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Series Intrinsic Opportunities as compared to its benchmark index, the Russell 3000® Index, over the same 36 month performance period. The Fund's performance adjustment took effect in January 2014. Subsequent months will be added until the performance period includes 36 months. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .58% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Series Intrinsic Opportunities, except for Class F. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Average
Net Assets
*

Series Intrinsic Opportunities

$ 1,933,567

.17

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $13,954 for the period.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Loan
Balance

Weighted Average
Interest Rate

Interest Expense

Borrower

$ 23,230,375

.32%

$ 1,636

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $4,159 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Security Lending - continued

Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,798,924. During the period, there were no securities loaned to FCM.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 

Six months ended
January 31,
2014

Period ended
July 31,
2013
A

From net investment income

 

 

Series Intrinsic Opportunities

$ 25,386,331

$ 679,093

Class F

36,486,470

729,412

Total

$ 61,872,801

$ 1,408,505

From net realized gain

 

 

Series Intrinsic Opportunities

$ 34,641,059

$ -

Class F

44,517,405

-

Total

$ 79,158,464

$ -

A For the period December 6, 2012 (commencement of operations) to July 31, 2013.

9. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
January 31,
2014

Period ended
July 31,
2013
A

Six months ended
January 31,
2014

Period ended
July 31,
2013
A

Series Intrinsic Opportunities

 

 

 

 

Shares sold

34,447,755

161,722,154

$ 466,116,091

$ 1,766,734,516

Reinvestment of distributions

4,548,297

66,711

60,027,390

679,093

Shares redeemed

(14,832,129 )

(5,664,580 )

(199,791,426 )

(66,969,735 )

Net increase (decrease)

24,163,923

156,124,285

$ 326,352,055

$ 1,700,443,874

Class F

 

 

 

 

Shares sold

48,372,710

196,091,269

$ 654,264,623

$ 2,156,618,526

Reinvestment of distributions

6,134,277

71,652

81,003,875

729,412

Shares redeemed

(13,808,215 )

(1,894,066 )

(186,718,012 )

(23,353,471 )

Net increase (decrease)

40,698,772

194,268,855

$ 548,550,486

$ 2,133,994,467

A For the period December 6, 2012 (commencement of operations) to July 31, 2013.

Semiannual Report

10. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, mutual funds managed by the investment adviser or its affiliates were the owners of record of all of the outstanding shares of the Fund.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

O2T-SANN-0314
1.951015.101

Fidelity ®

Low-Priced Stock Fund -
Class K

Semiannual Report

January 31, 2014

(Fidelity Cover Art)


Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov . A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2013 to January 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
August 1, 2013

Ending
Account Value
January 31, 2014

Expenses Paid
During Period
*
August 1, 2013
to January 31, 2014

Low-Priced Stock

.77%

 

 

 

Actual

 

$ 1,000.00

$ 1,071.80

$ 4.02

Hypothetical A

 

$ 1,000.00

$ 1,021.32

$ 3.92

Class K

.67%

 

 

 

Actual

 

$ 1,000.00

$ 1,072.50

$ 3.50

Hypothetical A

 

$ 1,000.00

$ 1,021.83

$ 3.41

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report


Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Next PLC

3.7

2.9

UnitedHealth Group, Inc.

3.6

3.9

Seagate Technology

3.4

2.9

Microsoft Corp.

2.6

2.4

Best Buy Co., Inc.

1.7

1.7

Ross Stores, Inc.

1.5

1.6

Metro, Inc. Class A (sub. vtg.)

1.4

1.8

Barratt Developments PLC

1.1

1.0

Unum Group

1.1

1.2

Oracle Corp.

1.1

1.1

 

21.2

Top Five Market Sectors as of January 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

24.8

26.1

Information Technology

18.9

17.3

Financials

11.1

10.9

Health Care

8.3

9.2

Consumer Staples

7.7

8.4

Asset Allocation (% of fund's net assets)

As of January 31, 2014 *

As of July 31, 2013 **

PUR897951

Stocks 85.6%

 

PUR897951

Stocks 87.4%

 

PUR897971

Bonds 0.3%

 

PUR897971

Bonds 0.3%

 

PUR897974

Convertible
Securities 0.0%

 

PUR897974

Convertible
Securities 0.0%

 

PUR897958

Short-Term
Investments and
Net Other Assets (Liabilities) 14.1%

 

PUR897958

Short-Term
Investments and
Net Other Assets (Liabilities) 12.3%

 

* Foreign investments

39.6%

 

** Foreign investments

37.7%

 

Amount represents less than 0.1%

PUR897979

Semiannual Report


Investments January 31, 2014

Showing Percentage of Net Assets

Common Stocks - 85.5%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 24.8%

Auto Components - 1.5%

Allison Transmission Holdings, Inc.

636,800

$ 18,295

ASTI Corp. (e)

1,350,000

2,797

ATLASBX Co. Ltd.

270,000

10,127

Federal Screw Works (a)

50,000

130

Hi-Lex Corp.

1,200,000

28,550

INZI Controls Co. Ltd. (e)

1,516,000

6,313

Johnson Controls, Inc.

7,500,000

345,900

Martinrea International, Inc.

75,000

627

Motonic Corp. (e)

3,299,900

34,716

Murakami Corp. (e)

760,000

10,295

Nippon Seiki Co. Ltd.

2,800,000

52,516

Piolax, Inc. (e)

1,000,000

37,707

Samsung Climate Control Co. Ltd. (e)

460,050

3,430

Sewon Precision Industries Co. Ltd. (e)

500,000

12,575

Shoei Co. Ltd.

625,000

8,650

SJM Co. Ltd. (e)

1,270,000

11,787

SJM Holdings Co. Ltd. (e)

1,332,974

6,099

Standard Motor Products, Inc.

500,000

16,355

Strattec Security Corp. (e)

330,000

18,068

Sungwoo Hitech Co. Ltd.

1,100,000

15,574

TBK Co. Ltd.

627,000

3,592

Yachiyo Industry Co. Ltd.

1,000,000

7,796

Yutaka Giken Co. Ltd. (e)

1,482,000

37,903

 

689,802

Distributors - 0.2%

Chori Co. Ltd.

46,600

524

Doshisha Co. Ltd. (e)

1,925,000

25,767

Educational Development Corp. (e)

386,892

1,385

Nakayamafuku Co. Ltd.

811,100

6,446

SPK Corp.

222,800

4,122

Uni-Select, Inc. (e)

2,025,000

50,891

 

89,135

Diversified Consumer Services - 0.6%

Capella Education Co.

28,489

1,777

Career Education Corp. (a)(e)

6,720,000

36,557

Clip Corp. (e)

328,600

3,307

Corinthian Colleges, Inc. (a)(d)

3,600,000

5,292

DeVry, Inc.

700,000

25,298

Houghton Mifflin Harcourt Co.

400,000

7,696

ITT Educational Services, Inc. (a)

100,000

2,940

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Diversified Consumer Services - continued

Meiko Network Japan Co. Ltd.

1,000,000

$ 10,963

Regis Corp.

1,826,005

22,515

Shingakukai Co. Ltd.

200,000

789

Shuei Yobiko Co. Ltd.

125,000

407

Steiner Leisure Ltd. (a)(e)

1,600,000

78,416

Step Co. Ltd. (e)

1,300,000

10,144

Weight Watchers International, Inc. (e)

3,250,000

87,848

YBM Sisa.com, Inc. (e)

900,000

3,140

 

297,089

Hotels, Restaurants & Leisure - 1.3%

Ambassadors Group, Inc. (e)

1,770,356

8,799

ARK Restaurants Corp. (e)

224,895

4,900

Brinker International, Inc.

429,119

20,752

BRONCO BILLY Co. Ltd. (d)

65,000

1,173

CEC Entertainment, Inc. (e)

1,500,000

80,940

Darden Restaurants, Inc.

1,000,000

49,440

Flanigan's Enterprises, Inc. (a)

60,357

860

Hiday Hidaka Corp. (e)

1,265,980

30,480

Ibersol SGPS SA

575,000

5,351

Intralot SA

1,250,000

3,287

Jack in the Box, Inc. (a)(e)

2,500,000

126,425

Kura Corp. Ltd.

775,000

12,890

Monogatari Corp. (The)

100,000

3,037

Ohsho Food Service Corp.

625,000

20,497

Papa John's International, Inc.

1,000,000

48,130

Ruby Tuesday, Inc. (a)(e)

6,200,000

34,720

Shinsegae Food Co. Ltd.

17,000

1,339

Sonic Corp. (a)(e)

5,100,000

90,729

Sportscene Group, Inc. Class A (e)

400,000

2,949

St. Marc Holdings Co. Ltd.

475,000

22,620

Toridoll.Corporation

1,850,000

15,921

 

585,239

Household Durables - 3.1%

Abbey PLC (e)

2,150,000

31,317

Barratt Developments PLC (e)

84,000,199

522,801

Bellway PLC

5,000,000

127,731

Blyth, Inc. (d)

450,000

4,221

D.R. Horton, Inc. (d)

6,200,000

145,576

Dorel Industries, Inc. Class B (sub. vtg.) (d)

3,250,000

118,123

Emak SpA

4,000,000

4,408

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Household Durables - continued

First Juken Co. Ltd. (e)

1,690,000

$ 22,809

Helen of Troy Ltd. (a)(e)

3,190,000

175,578

Henry Boot PLC

6,477,811

23,055

HTL International Holdings Ltd. (e)

29,000,500

6,535

Maruzen Co. Ltd. (e)

1,918,000

18,710

NACCO Industries, Inc. Class A

310,000

18,302

P&F Industries, Inc. Class A (a)(e)

369,300

2,689

Sanei Architecture Planning Co. Ltd. (e)

1,461,000

12,112

Stanley Furniture Co., Inc. (a)(e)

1,289,638

4,901

Steinhoff International Holdings Ltd.

3,102,497

12,788

Tempur Sealy International, Inc. (a)(e)

3,250,000

160,193

Token Corp. (e)

1,000,000

46,277

 

1,458,126

Internet & Catalog Retail - 0.1%

Belluna Co. Ltd. (e)

10,200,000

48,997

NutriSystem, Inc.

100,000

1,422

PetMed Express, Inc. (d)

100,000

1,323

Wotif.com Holdings Ltd. (d)

1,000,000

2,131

 

53,873

Leisure Equipment & Products - 0.2%

Accell Group NV (e)

2,417,500

44,995

Fenix Outdoor AB

35,000

1,453

Giant Manufacturing Co. Ltd.

1,000,555

6,310

JAKKS Pacific, Inc. (d)(e)

1,300,000

7,488

Kabe Husvagnar AB (B Shares)

287,010

5,520

Mars Engineering Corp.

400,000

7,632

Miroku Corp. (e)

850,000

2,455

Smith & Wesson Holding Corp. (a)(d)

1,200,000

15,708

Trigano SA (a)

160,000

4,070

 

95,631

Media - 0.6%

Chime Communications PLC

4,500,000

25,688

Cinderella Media Group Ltd.

14,224,000

5,753

DreamWorks Animation SKG, Inc. Class A (a)

1,600,000

53,984

Gannett Co., Inc.

750,000

20,648

GFK AG

175,000

9,618

Harte-Hanks, Inc.

1,150,000

7,878

Hyundai Hy Communications & Networks Co. Ltd.

1,400,000

7,289

Intage Holdings, Inc. (e)

2,060,000

27,662

Live Nation Entertainment, Inc. (a)

1,400,000

29,778

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Media - continued

Pico Far East Holdings Ltd.

22,000,000

$ 6,319

Proto Corp.

500,000

6,993

RKB Mainichi Broadcasting Corp.

240,000

2,852

Saga Communications, Inc. Class A

475,000

23,437

Starz - Liberty Capital Series A (a)

350,000

9,793

STW Group Ltd.

3,200,000

4,059

Tow Co. Ltd. (d)(e)

1,223,000

8,527

TVA Group, Inc. Class B (non-vtg.) (a)

2,000,400

17,629

 

267,907

Multiline Retail - 3.9%

Big Lots, Inc. (a)

2,000,000

53,580

Don Quijote Holdings Co. Ltd.

600,000

36,776

Hanwha Timeworld Co. Ltd. (e)

340,990

9,778

Lifestyle International Holdings Ltd.

3,193,000

5,725

Next PLC (e)

16,650,000

1,710,668

Watts Co. Ltd. (e)

1,395,000

12,002

Zakkaya Bulldog Co. Ltd. (a)

400,000

788

 

1,829,317

Specialty Retail - 10.8%

Aarons, Inc. Class A

500,000

13,445

ABC-MART, Inc.

135,000

5,837

Abercrombie & Fitch Co. Class A (e)

7,639,000

270,268

Adastria Holdings Co. Ltd.

635,150

16,676

Aeropostale, Inc. (a)(d)(e)

8,177,100

57,649

Ascena Retail Group, Inc. (a)

250,000

4,690

AT-Group Co. Ltd.

1,199,000

21,375

AutoZone, Inc. (a)

900,000

445,554

Bed Bath & Beyond, Inc. (a)

6,600,000

421,410

Best Buy Co., Inc. (e)

33,350,000

785,059

BMTC Group, Inc. Class A (sub. vtg.) (e)

5,600,000

69,588

Bonia Corp. Bhd

350,000

358

Buffalo Co. Ltd.

13,000

107

Cash Converters International Ltd. (e)

23,875,669

18,214

Chico's FAS, Inc.

1,700,000

28,220

Citi Trends, Inc. (a)

250,000

4,000

CST Brands, Inc.

2,150,000

68,650

Delek Automotive Systems Ltd.

251,935

2,612

Express, Inc. (a)

1,500,000

25,980

Folli Follie SA (a)(e)

4,400,000

132,631

Fourlis Holdings SA (a)

500,000

2,724

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Francesca's Holdings Corp. (a)

1,200,000

$ 22,800

GameStop Corp. Class A (e)

6,000,000

210,420

Glentel, Inc. (e)

2,227,056

26,095

Goldlion Holdings Ltd.

11,535,000

5,408

Guess?, Inc. (e)

8,488,100

238,091

Gulliver International Co. Ltd. (e)

6,800,000

48,560

Halfords Group PLC

1,350,000

10,175

Hour Glass Ltd.

36,000

46

IA Group Corp. (e)

875,000

6,065

John David Group PLC

700,000

18,573

Jos. A. Bank Clothiers, Inc. (a)(e)

2,600,000

146,172

Jumbo SA (a)(e)

11,250,100

191,180

K's Denki Corp.

2,950,000

78,508

Ku Holdings Co. Ltd.

375,000

5,150

Kyoto Kimono Yuzen Co. Ltd. (e)

1,719,000

18,167

Le Chateau, Inc. Class A (sub. vtg.) (a)

2,022,600

5,266

Leon's Furniture Ltd.

350,000

4,689

Lewis Group Ltd.

700,000

3,756

Macintosh Retail Group NV

200,000

2,267

MarineMax, Inc. (a)

150,000

2,213

Mr. Bricolage SA (e)

1,038,775

14,500

Nafco Co. Ltd. (e)

2,275,100

34,938

Nishimatsuya Chain Co. Ltd. (e)

5,100,000

40,278

Office Depot, Inc. (a)

2,300,000

11,247

Pal Co. Ltd. (e)

1,600,000

30,583

Pier 1 Imports, Inc.

1,600,000

30,576

RIGHT ON Co. Ltd.

400,000

2,783

Ross Stores, Inc.

10,000,000

679,100

Second Chance Properties Ltd.

3,000,000

1,020

Second Chance Properties Ltd. warrants 7/24/17 (a)

9,000,000

383

Select Comfort Corp. (a)

1,500,000

24,555

Sonic Automotive, Inc. Class A (sub. vtg.)

950,000

21,309

Staples, Inc.

26,150,000

344,134

The Buckle, Inc. (d)

850,000

37,672

The Men's Wearhouse, Inc.

200,000

9,608

The Stanley Gibbons Group PLC

1,216,500

7,469

USS Co. Ltd.

15,000,000

204,925

Williams-Sonoma, Inc.

200,000

10,904

Workman Co. Ltd. (e)

1,471,700

55,124

 

4,999,756

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - 2.5%

Adolfo Dominguez SA (a)(d)

350,000

$ 2,969

Bijou Brigitte Modische Accessoires AG

45,000

4,487

Crocs, Inc. (a)

1,000,000

15,350

Daphne Interl Holdings Ltd.

100,000

51

Deckers Outdoor Corp. (a)(d)

600,000

46,770

F&F Co. Ltd. (e)

825,000

5,492

Fossil Group, Inc. (a)

2,350,000

262,801

Geox SpA (d)

3,850,000

15,567

Gildan Activewear, Inc. (e)

7,600,000

405,197

Hampshire Group Ltd. (a)(e)

920,000

3,036

Handsome Co. Ltd. (e)

2,436,150

64,594

JLM Couture, Inc. (a)(e)

197,100

510

Ports Design Ltd.

10,000,000

7,187

Skechers U.S.A., Inc. Class A (sub. vtg.) (a)

700,000

20,223

Steven Madden Ltd. (a)

585,000

19,065

Sun Hing Vision Group Holdings Ltd. (e)

23,939,000

7,400

Texwinca Holdings Ltd.

60,000,000

57,575

Tungtex Holdings Co. Ltd. (e)

26,400,000

3,774

Van de Velde

75,000

3,756

Vera Bradley, Inc. (a)(d)

1,768,000

42,467

Victory City International Holdings Ltd.

64,642,428

9,825

Youngone Corp.

650,000

23,143

Youngone Holdings Co. Ltd. (e)

929,000

61,934

Yue Yuen Industrial (Holdings) Ltd.

20,000,000

61,825

 

1,144,998

TOTAL CONSUMER DISCRETIONARY

11,510,873

CONSUMER STAPLES - 7.7%

Beverages - 1.0%

Baron de Ley SA (a)

175,000

15,695

C&C Group PLC

1,211,938

6,865

Constellation Brands, Inc. Class A (sub. vtg.) (a)

3,000,000

230,010

Monster Beverage Corp. (a)

2,700,000

183,330

Muhak Co. Ltd. (e)

2,699,502

46,205

National Beverage Corp.

100,000

2,073

Spritzer Bhd

136,500

64

 

484,242

Food & Staples Retailing - 4.9%

Alimentation Couche-Tard, Inc. Class A (multi-vtg.)

25,000

1,846

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Food & Staples Retailing - continued

Aoki Super Co. Ltd.

100,000

$ 843

Belc Co. Ltd. (e)

2,086,000

37,516

Cosmos Pharmaceutical Corp. (e)

1,850,000

231,439

Create SD Holdings Co. Ltd. (e)

2,227,000

74,686

Daikokutenbussan Co. Ltd.

700,000

19,344

Dong Suh Companies, Inc.

4,825,012

72,354

Fyffes PLC (Ireland) (e)

29,738,000

35,295

Genky Stores, Inc. (d)(e)

240,000

5,382

Greggs PLC (e)

9,900,000

82,268

Halows Co. Ltd. (e)

1,625,700

19,531

Kusuri No Aoki Co. Ltd. (d)

275,000

14,512

Majestic Wine PLC

325,000

2,639

MARR SpA

475,000

7,508

Marukyu Co. Ltd.

321,600

3,752

Maxvalu Nishinihon Co. Ltd.

25,000

358

Metro, Inc. Class A (sub. vtg.) (d)(e)

10,925,833

627,935

Qol Co. Ltd.

1,487,000

8,548

Safeway, Inc. (e)

13,000,000

406,120

San-A Co. Ltd.

750,000

21,217

Shoppers Drug Mart Corp.

4,900,000

258,254

Sligro Food Group NV

1,800,000

71,349

Sundrug Co. Ltd.

2,460,000

103,127

Tesco PLC

11,000,000

57,805

Total Produce PLC

10,000,000

12,003

Walgreen Co.

330,000

18,926

Welcia Holdings Co. Ltd.

340,987

19,676

Yaoko Co. Ltd.

936,400

38,697

 

2,252,930

Food Products - 1.5%

Aryzta AG

1,850,000

145,588

Cranswick PLC

705,212

15,314

Darling International, Inc. (a)

1,250,000

24,450

Dean Foods Co. (a)

4,025,000

63,595

Dutch Lady Milk Industries Bhd

100,000

1,389

Food Empire Holdings Ltd. (e)

52,500,000

20,976

Fresh Del Monte Produce, Inc. (e)

6,300,000

166,698

Hillshire Brands Co.

200,000

7,124

Hilton Food Group PLC

812,773

6,146

Lifeway Foods, Inc.

42,766

600

Nam Yang Dairy Products

11,000

8,850

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Food Products - continued

Pacific Andes International Holdings Ltd.

82,489,308

$ 3,347

Pacific Andes Resources Development Ltd.

129,316,774

13,968

Patties Food Ltd.

2,700,000

3,268

President Rice Products PCL

1,250,000

1,459

Rocky Mountain Chocolate Factory, Inc. (e)

496,882

5,774

Samyang Genex Co. Ltd.

93,060

7,742

Samyang Holdings Corp.

44,250

2,802

Seaboard Corp. (a)

47,600

121,380

Select Harvests Ltd. (e)

5,407,414

27,270

Sunjin Co. Ltd. (e)

813,630

19,834

Synear Food Holdings Ltd. (a)

39,000,000

5,682

United Food Holdings Ltd. (a)

22,400,000

876

 

674,132

Household Products - 0.0%

McBride PLC

300,000

503

Personal Products - 0.3%

Atrium Innovations, Inc. (a)

1,480,000

31,866

Avon Products, Inc.

700,000

10,423

Blackmores Ltd.

5,000

96

Coty, Inc. Class A

3,500,000

47,215

Nutraceutical International Corp. (a)(e)

1,143,504

28,633

Oriflame Cosmetics SA SDR (d)

10,000

276

Sarantis SA (e)

2,349,000

21,068

USANA Health Sciences, Inc. (a)

400,000

23,948

 

163,525

Tobacco - 0.0%

Karelia Tobacco Co., Inc.

2,452

628

Swedish Match Co. AB

200,000

5,861

 

6,489

TOTAL CONSUMER STAPLES

3,581,821

ENERGY - 4.5%

Energy Equipment & Services - 1.8%

AKITA Drilling Ltd. Class A (non-vtg.)

1,777,000

23,757

Boustead Singapore Ltd.

3,991,000

5,168

Cal Dive International, Inc. (a)(d)(e)

6,624,500

10,864

Cathedral Energy Services Ltd.

1,601,600

6,572

Divestco, Inc. (a)(e)

3,500,000

440

Farstad Shipping ASA (e)

3,200,000

66,014

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Energy Equipment & Services - continued

Forum Energy Technologies, Inc. (a)

400,000

$ 10,048

Fugro NV (Certificaten Van Aandelen)

1,600,027

83,761

Key Energy Services, Inc. (a)

1,000,000

7,290

Oil States International, Inc. (a)

2,000,000

187,900

Patterson-UTI Energy, Inc.

710,400

18,250

Petrofac Ltd.

10,000

190

Precision Drilling Corp. (d)

5,400,000

48,339

ProSafe ASA

8,900,000

59,164

Rowan Companies PLC (a)

680,700

21,354

Shinko Plantech Co. Ltd.

1,600,000

11,914

Solstad Offshore ASA

1,150,000

21,159

Total Energy Services, Inc. (e)

2,500,000

43,547

Unit Corp. (a)(e)

4,050,000

202,379

 

828,110

Oil, Gas & Consumable Fuels - 2.7%

Adams Resources & Energy, Inc.

158,951

10,573

Alvopetro Energy Ltd. (a)

500,000

494

Beach Energy Ltd.

15,411,927

19,201

Eni SpA

20,100,000

456,444

Fuji Kosan Co. Ltd. (e)

665,800

4,387

Fuji Oil Co. Ltd. (e)

6,050,000

19,836

Great Eastern Shipping Co. Ltd.

4,800,000

22,485

Hankook Shell Oil Co. Ltd. (e)

68,000

23,803

HollyFrontier Corp.

318,000

14,723

Marathon Oil Corp.

4,807,700

157,644

Michang Oil Industrial Co. Ltd. (e)

173,900

11,496

Newfield Exploration Co. (a)

1,806,900

44,757

Peabody Energy Corp.

3,000,000

51,150

Stone Energy Corp. (a)

1,083,500

33,534

Swift Energy Co. (a)(d)(e)

4,339,000

53,717

Tesoro Corp.

2,000,000

103,040

The Williams Companies, Inc.

328,400

13,297

Tsakos Energy Navigation Ltd.

400,000

2,720

Uehara Sei Shoji Co. Ltd.

975,000

4,376

Ultra Petroleum Corp. (a)(d)

400,000

9,580

W&T Offshore, Inc. (e)

5,000,000

71,600

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

World Fuel Services Corp.

2,280,022

$ 97,403

WPX Energy, Inc. (a)

1,079,800

20,570

 

1,246,830

TOTAL ENERGY

2,074,940

FINANCIALS - 10.8%

Capital Markets - 0.2%

AllianceBernstein Holding LP

665,000

14,856

Federated Investors, Inc. Class B (non-vtg.) (d)

585,000

15,731

GFI Group, Inc.

6,000,000

22,800

State Street Corp.

380,000

25,441

Tullett Prebon PLC

1,500,000

8,187

 

87,015

Commercial Banks - 1.4%

ACNB Corp. (d)

75,000

1,496

Bank of Ireland (a)

416,000,000

164,368

BBCN Bancorp, Inc.

2,500,000

37,625

Camden National Corp.

41,968

1,484

Cathay General Bancorp

3,400,000

79,900

Codorus Valley Bancorp, Inc. (e)

300,000

6,306

Customers Bancorp, Inc. (a)

250,000

5,070

Dimeco, Inc.

29,140

1,282

Eagle Bancorp, Inc., Maryland

550,000

18,288

East West Bancorp, Inc.

3,100,000

103,726

Farmers & Merchants Bancorp, Inc.

33,736

811

First Bancorp, Puerto Rico (a)

9,428,572

46,106

First West Virginia Bancorp, Inc.

20,000

335

LCNB Corp.

356,635

6,280

North Valley Bancorp (a)(e)

425,000

9,932

Northrim Bancorp, Inc. (e)

500,000

12,010

Norwood Financial Corp.

120,278

3,607

OFG Bancorp (d)(e)

2,504,542

36,516

Pacific Premier Bancorp, Inc. (a)(e)

950,000

15,077

Popular, Inc. (a)

1,800,000

47,520

SpareBank 1 SR-Bank ASA (primary capital certificate) (a)

1,250,000

12,097

Sparebanken More (primary capital certificate) (d)

200,034

6,692

Sparebanken Nord-Norge (d)

1,800,000

10,581

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Commercial Banks - continued

Sterling Bancorp

1,200,000

$ 15,120

Sterling Financial Corp.

600,000

18,900

 

661,129

Consumer Finance - 0.2%

Aeon Credit Service (Asia) Co. Ltd.

14,500,000

12,700

Albemarle & Bond Holdings PLC (e)

3,336,670

566

EZCORP, Inc. (non-vtg.) Class A (a)

473,003

5,194

Green Dot Corp. Class A (a)(d)(e)

2,000,000

45,040

H&T Group PLC

650,000

1,731

Nicholas Financial, Inc.

236,175

3,727

Santander Consumer U.S.A. Holdings, Inc.

1,300,000

33,319

 

102,277

Diversified Financial Services - 0.3%

Credit Analysis & Research Ltd.

50,000

558

ING U.S., Inc.

3,200,000

108,064

Newship Ltd. (a)

2,500

1,027

NICE Holdings Co. Ltd.

1,175,000

14,989

NICE Information Service Co. Ltd.

2,800,000

7,734

Ricoh Leasing Co. Ltd.

550,000

14,666

The NASDAQ Stock Market, Inc.

400,000

15,260

 

162,298

Insurance - 7.8%

Admiral Group PLC

550,000

13,065

AEGON NV

57,500,000

501,203

AFLAC, Inc.

360,000

22,601

Amlin PLC

2,050,000

14,093

APRIL (e)

2,775,000

62,502

Assurant, Inc. (e)

5,250,000

343,088

Axis Capital Holdings Ltd. (e)

7,940,200

357,468

CNO Financial Group, Inc.

1,200,000

20,328

Endurance Specialty Holdings Ltd. (e)

2,600,000

136,214

FBD Holdings PLC

175,000

4,201

Genworth Financial, Inc. Class A (a)

20,000,000

295,000

Hartford Financial Services Group, Inc.

8,000,000

266,000

HCC Insurance Holdings, Inc.

550,000

23,601

Lincoln National Corp.

8,350,000

401,051

Meadowbrook Insurance Group, Inc.

1,700,000

10,302

MetLife, Inc.

900,000

44,145

National Interstate Corp.

951,107

21,466

National Western Life Insurance Co. Class A

148,870

32,476

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Insurance - continued

Primerica, Inc.

600,000

$ 25,278

Progressive Corp.

600,000

13,944

Protective Life Corp.

1,500,000

73,515

RenaissanceRe Holdings Ltd. (e)

3,100,000

281,201

Torchmark Corp.

567,000

42,610

Unum Group (e)

16,200,000

521,640

Validus Holdings Ltd.

1,900,000

68,248

 

3,595,240

Real Estate Investment Trusts - 0.3%

Annaly Capital Management, Inc.

6,000,000

64,620

Aviv REIT, Inc.

200,000

4,878

Cedar Shopping Centers, Inc.

2,000,000

12,620

Corrections Corp. of America

500,000

16,785

Melcor Real Estate Investment Trust (e)

870,000

8,054

Nieuwe Steen Investments NV

90,000

534

Northwest Healthcare Properties REIT

1,300,000

12,081

Tanger Factory Outlet Centers, Inc.

150,000

5,007

 

124,579

Real Estate Management & Development - 0.2%

Devine Ltd. (a)

2,125,000

1,516

Relo Holdings Corp. (e)

1,405,700

73,163

Tejon Ranch Co. (a)

150,000

5,118

Tejon Ranch Co. warrants 8/31/16 (a)

22,157

90

 

79,887

Thrifts & Mortgage Finance - 0.4%

BofI Holding, Inc. (a)

200,000

16,550

Genworth MI Canada, Inc. (e)

5,650,000

168,980

New Hampshire Thrift Bancshare

125,000

1,865

 

187,395

TOTAL FINANCIALS

4,999,820

HEALTH CARE - 8.3%

Biotechnology - 0.8%

Amgen, Inc.

3,000,000

356,850

Apex Biotechnology Corp.

1,300,000

2,874

 

359,724

Health Care Equipment & Supplies - 1.2%

Arts Optical International Holdings Ltd. (e)

33,970,640

8,576

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Atrion Corp.

10,000

$ 2,672

Audika SA (a)

301,500

4,168

Boston Scientific Corp. (a)

1,200,000

16,236

CareFusion Corp. (a)

400,000

16,308

DiaSorin S.p.A.

5,000

225

Exactech, Inc. (a)

50,000

1,114

Hoshiiryou Sanki Co. Ltd. (e)

355,700

11,133

Huvitz Co. Ltd. (e)

970,000

13,487

Invacare Corp.

900,000

18,162

Medical Action Industries, Inc. (a)(e)

1,050,000

7,791

Microlife Corp.

2,450,000

6,526

Nakanishi, Inc.

250,000

37,451

Prim SA (e)

1,734,000

13,400

ResMed, Inc. (d)

350,000

15,264

Smith & Nephew PLC

100,000

1,438

Span-America Medical System, Inc. (e)

289,000

5,734

St. Jude Medical, Inc.

2,500,000

151,825

Supermax Corp. Bhd

7,000,000

6,083

Techno Medica Co. Ltd.

25,000

517

Top Glove Corp. Bhd

1,000,000

1,642

Utah Medical Products, Inc. (e)

425,000

22,610

Zimmer Holdings, Inc.

2,000,000

187,940

 

550,302

Health Care Providers & Services - 5.6%

A/S One Corp.

250,000

5,687

Aetna, Inc.

5,150,000

351,900

Almost Family, Inc. (a)(e)

936,814

28,489

Amedisys, Inc. (a)

1,462,500

22,069

Bio-Reference Laboratories, Inc. (a)(d)

325,000

8,739

Diversicare Healthcare Services, Inc. (e)

351,269

1,837

DVx, Inc. (e)

421,200

7,497

Grupo Casa Saba SA de CV sponsored ADR (a)

1,263,900

7,371

Hanger, Inc. (a)

100,000

3,381

Hi-Clearance, Inc.

300,000

881

LHC Group, Inc. (a)(e)

1,895,000

43,471

Medica Sur SA de CV

400,500

1,288

MEDNAX, Inc. (a)

200,000

11,128

National Healthcare Corp.

6,700

348

Patterson Companies, Inc.

400,000

15,984

Pelion SA (e)

650,000

18,250

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Providers & Services - continued

PharMerica Corp. (a)

700,000

$ 17,038

The Ensign Group, Inc.

555,000

23,266

Triple-S Management Corp. (a)(e)

2,479,834

44,240

Tsukui Corp.

1,200,000

11,155

U.S. Physical Therapy, Inc.

500,000

15,755

United Drug PLC (United Kingdom)

10,533,719

61,612

UnitedHealth Group, Inc.

22,700,000

1,640,756

Universal American Spin Corp.

1,149,990

8,107

Wellcare Health Plans, Inc. (a)

825,000

53,716

WellPoint, Inc.

2,250,000

193,500

WIN-Partners Co. Ltd. (e)

1,525,100

14,999

 

2,612,464

Health Care Technology - 0.0%

Arrhythmia Research Technology, Inc. (a)(e)

271,041

1,206

ND Software Co. Ltd. (e)

725,000

15,245

Quality Systems, Inc.

500,000

9,205

 

25,656

Life Sciences Tools & Services - 0.0%

CMIC Co. Ltd.

25,000

324

Pharmaceuticals - 0.7%

AbbVie, Inc.

250,000

12,308

Bliss Gvs Pharma Ltd.

2,972,500

2,229

Daewon Pharmaceutical Co. Ltd. (e)

1,635,165

18,666

Daewoong Co. Ltd.

185,040

6,832

DongKook Pharmaceutical Co. Ltd. (e)

671,226

21,330

Endo Health Solutions, Inc. (a)(d)

400,000

26,352

FDC Ltd.

2,750,000

5,355

Fuji Pharma Co. Ltd.

109,300

1,968

Ildong Pharmaceutical Co. Ltd. (e)

2,506,600

36,453

Jeil Pharmaceutical Co. (e)

1,484,800

20,102

Kaken Pharmaceutical Co. Ltd.

125,000

2,002

Kwang Dong Pharmaceutical Co. Ltd. (e)

3,100,000

21,229

Mylan, Inc. (a)

450,000

20,435

Recordati SpA

6,200,000

97,082

Torrent Pharmaceuticals Ltd.

100,000

861

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Pharmaceuticals - continued

Tsumura & Co.

575,000

$ 14,179

Whanin Pharmaceutical Co. Ltd. (e)

1,860,000

21,054

 

328,437

TOTAL HEALTH CARE

3,876,907

INDUSTRIALS - 7.5%

Aerospace & Defense - 0.1%

Engility Holdings, Inc. (a)

800,000

30,648

Magellan Aerospace Corp.

615,000

4,738

Textron, Inc.

408,600

14,505

 

49,891

Air Freight & Logistics - 0.3%

Air T, Inc. (e)

244,600

2,770

Hub Group, Inc. Class A (a)

384,708

15,946

Pacer International, Inc. (a)

350,000

3,084

Royal Mail PLC

1,625,000

15,975

Sinwa Ltd. (e)

23,000,000

3,497

UTi Worldwide, Inc.

1,816,935

28,453

Yusen Logistics Co. Ltd. (e)

4,221,500

50,360

 

120,085

Airlines - 0.0%

Republic Airways Holdings, Inc. (a)

1,000,000

9,810

SkyWest, Inc.

750,000

9,758

 

19,568

Building Products - 0.1%

Insteel Industries, Inc.

109,167

2,034

Kingspan Group PLC (Ireland)

800,000

15,283

Kondotec, Inc. (e)

1,675,000

11,570

 

28,887

Commercial Services & Supplies - 1.1%

Aeon Delight Co. Ltd.

475,000

9,574

AJIS Co. Ltd. (e)

538,500

8,961

Asia File Corp. Bhd

2,628,700

4,036

CECO Environmental Corp.

800,000

12,432

Fursys, Inc. (e)

950,000

27,021

Industrial Services of America, Inc. (a)(d)

84,200

265

Iron Mountain, Inc.

275,600

7,279

Knoll, Inc. (e)

3,650,000

60,590

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Commercial Services & Supplies - continued

Mears Group PLC

2,500,000

$ 19,686

Mitie Group PLC (e)

23,773,000

124,667

Moleskine SpA

100,000

229

Moshi Moshi Hotline, Inc.

800,000

8,372

Multi-Color Corp.

400,000

14,384

Nac Co. Ltd. (e)

950,000

15,663

NICE Total Cash Management Co., Ltd. (e)

2,601,400

5,983

Prestige International, Inc.

830,000

8,010

Progressive Waste Solution Ltd. (Canada)

1,032,500

23,732

RPS Group PLC

1,741,256

9,772

Teems, Inc. (e)

130,000

1,412

United Stationers, Inc. (e)

2,431,544

100,739

VICOM Ltd.

3,330,000

14,223

West Corp.

1,173,732

27,137

 

504,167

Construction & Engineering - 1.2%

AECOM Technology Corp. (a)(e)

7,842,100

224,833

Arcadis NV

1,275,000

45,586

Astaldi SpA (d)

2,250,000

21,439

Badger Daylighting Ltd.

813,000

22,622

C-Cube Corp.

47,100

209

Daiichi Kensetsu Corp. (e)

2,085,800

26,930

Engineers India Ltd.

550,000

1,279

EPCO Co. Ltd.

175,000

3,137

Foster Wheeler AG (a)

419,500

12,577

Geumhwa PSC Co. Ltd. (e)

300,000

9,094

Heijmans NV (Certificaten Van Aandelen)

185,000

3,018

Jacobs Engineering Group, Inc. (a)

233,100

14,152

Kier Group PLC (d)

1,096,231

33,897

Koninklijke BAM Groep NV

500,000

2,575

Kyeryong Construction Industrial Co. Ltd. (e)

893,000

7,010

Meisei Industrial Co. Ltd.

1,275,000

5,901

Mirait Holdings Corp.

2,000,000

17,519

Nippon Rietec Co. Ltd.

859,000

6,288

Sanyo Engineering & Construction, Inc.

650,000

3,145

Severfield-Rowen PLC (a)

3,333,333

3,288

Shinnihon Corp.

1,800,000

5,306

Shinsegae Engineering & Construction Co. Ltd. (e)

314,469

2,905

ShoLodge, Inc. (a)(e)

500,627

3

Sterling Construction Co., Inc. (a)(e)

1,630,000

17,637

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Construction & Engineering - continued

Tutor Perini Corp. (a)

1,400,000

$ 31,640

United Integration Services Co. Ltd.

7,000,000

8,932

URS Corp.

416,772

20,922

Vianini Lavori SpA

675,000

4,597

 

556,441

Electrical Equipment - 0.8%

Aichi Electric Co. Ltd.

1,500,000

4,792

Aros Quality Group AB

875,000

10,251

AZZ, Inc. (e)

1,500,000

62,715

Babcock & Wilcox Co.

973,782

33,381

Bharat Heavy Electricals Ltd.

15,500,000

42,711

Chiyoda Integre Co. Ltd.

525,500

10,039

Deswell Industries, Inc.

100,000

238

Dynapack International Technology Corp.

3,200,000

8,623

EnerSys

300,000

20,418

FW Thorpe PLC

5,043,000

11,275

GrafTech International Ltd. (a)

100,000

1,025

Graphite India Ltd.

2,200,000

2,439

Hammond Power Solutions, Inc. Class A

50,000

314

I-Sheng Electric Wire & Cable Co. Ltd. (e)

13,500,000

18,804

Jinpan International Ltd.

377,640

3,006

Korea Electric Terminal Co. Ltd. (e)

700,000

26,697

PK Cables OY

250,000

7,819

Servotronics, Inc.

110,000

871

TKH Group NV unit (e)

2,500,000

85,980

Universal Security Instruments, Inc. (a)(e)

241,255

1,112

 

352,510

Industrial Conglomerates - 0.8%

DCC PLC (United Kingdom) (e)

8,310,000

377,721

Harim Holdings Co. Ltd. (a)

1,000,000

4,050

Reunert Ltd.

1,700,000

9,772

 

391,543

Machinery - 1.7%

Aalberts Industries NV (e)

9,500,000

297,318

Actuant Corp. Class A

500,000

17,110

ASL Marine Holdings Ltd. (e)

29,549,000

16,446

CKD Corp.

1,600,000

16,208

Foremost Income Fund (e)

2,141,103

13,707

Gencor Industries, Inc. (a)

391,000

3,582

Global Brass & Copper Holdings, Inc.

877,300

15,169

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Machinery - continued

Hurco Companies, Inc. (e)

633,500

$ 16,420

Hwacheon Machine Tool Co. Ltd. (e)

219,900

10,388

Hyster-Yale Materials Handling:

Class A

250,000

21,440

Class B

310,000

26,586

Ihara Science Corp. (e)

1,107,500

8,246

Jaya Holdings Ltd. (e)

74,670,000

45,034

Kyowakogyosyo Co. Ltd. (e)

375,000

3,052

Metka SA

825,000

13,130

Mincon Group PLC (a)

2,457,687

3,315

Mirle Automation Corp.

5,009,000

4,424

Nadex Co. Ltd. (e)

960,000

7,604

Nitchitsu Co. Ltd.

127,000

242

Oshkosh Truck Corp.

2,500,000

135,350

S&T Holdings Co. Ltd. (e)

810,000

11,512

Semperit AG Holding

574,137

29,038

SIMPAC, Inc.

583,000

3,805

Takamatsu Machinery Co. Ltd.

370,800

2,059

Takeuchi Manufacturing Co. Ltd. (d)

250,000

7,360

Techno Smart Corp. (e)

1,082,000

4,882

Terex Corp.

399,700

16,388

Tocalo Co. Ltd. (e)

950,000

15,774

Trifast PLC

750,000

986

TriMas Corp. (a)

400,000

13,920

Trinity Industrial Corp.

800,000

3,887

Young Poong Precision Corp. (e)

938,011

8,257

 

792,639

Marine - 0.0%

DryShips, Inc. (a)

2,470,400

8,399

Malibu Boats, Inc. Class A (a)

200,000

3,550

Tokyo Kisen Co. Ltd. (e)

1,000,000

5,638

 

17,587

Professional Services - 0.6%

Akka Technologies SA (e)

1,101,065

34,749

Boardroom Ltd.

3,107,142

1,393

CBIZ, Inc. (a)

1,000,000

8,600

Clarius Group Ltd. (a)

4,245,812

771

CRA International, Inc. (a)(e)

1,016,000

19,162

FTI Consulting, Inc. (a)

364,100

13,497

Hyder Consulting PLC

650,000

6,924

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Professional Services - continued

McMillan Shakespeare Ltd.

25,000

$ 260

SmartPros Ltd.

90,000

216

Sporton International, Inc. (e)

7,000,073

27,752

Stantec, Inc.

2,150,000

130,844

Synergie SA

225,000

5,189

VSE Corp. (e)

530,940

23,420

 

272,777

Road & Rail - 0.4%

Alps Logistics Co. Ltd. (e)

1,723,700

18,220

Con-way, Inc.

193,400

7,440

CSX Corp.

613,800

16,517

Hamakyorex Co. Ltd. (e)

756,000

22,093

Higashi Twenty One Co. Ltd.

61,200

321

Hutech Norin Co. Ltd. (e)

1,043,700

10,164

Quality Distribution, Inc. (a)

949,308

13,053

Roadrunner Transportation Systems, Inc. (a)

600,000

15,750

Sakai Moving Service Co. Ltd. (e)

784,000

26,665

Trancom Co. Ltd. (e)

1,032,400

37,760

Universal Truckload Services, Inc.

205,802

5,970

Vitran Corp., Inc. (a)

640,000

4,140

 

178,093

Trading Companies & Distributors - 0.4%

AddTech AB (B Shares)

1,500,000

23,182

AerCap Holdings NV (a)

445,096

16,553

Goodfellow, Inc. (e)

857,000

7,310

Grafton Group PLC unit

800,000

7,818

Hanwa Co. Ltd.

650,000

3,351

Houston Wire & Cable Co. (e)

1,268,800

16,786

KS Energy Services Ltd. (a)

16,000,000

6,018

Mitani Shoji Co. Ltd.

725,000

15,256

Otec Corp.

150,000

1,047

Parker Corp. (e)

2,623,000

8,578

Richelieu Hardware Ltd. (d)

350,000

14,009

Senshu Electric Co. Ltd. (e)

1,080,000

14,017

Strongco Corp. (a)(e)

1,025,288

3,903

Tanaka Co. Ltd.

44,000

258

TECHNO ASSOCIE Co. Ltd.

268,300

3,128

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Trading Companies & Distributors - continued

Titan Machinery, Inc. (a)(d)

850,000

$ 13,855

Totech Corp. (e)

922,300

7,304

 

162,373

Transportation Infrastructure - 0.0%

Isewan Terminal Service Co. Ltd. (e)

1,550,000

8,663

Meiko Transportation Co. Ltd.

1,000,000

10,026

 

18,689

TOTAL INDUSTRIALS

3,465,250

INFORMATION TECHNOLOGY - 18.9%

Communications Equipment - 0.5%

AAC Technology Holdings, Inc.

100,000

432

Aastra Technologies Ltd. (e)

1,000,000

38,393

Bel Fuse, Inc. Class A

250,000

4,700

Black Box Corp. (e)

1,800,840

49,361

China TechFaith Wireless Communication Technology Ltd. sponsored ADR (a)

1,000,000

1,900

ClearOne, Inc. (a)

210,000

1,926

CommScope Holding Co., Inc.

300,000

5,379

Ixia (a)

674,800

8,631

Juniper Networks, Inc. (a)

286,500

7,624

NETGEAR, Inc. (a)(e)

2,541,700

81,106

Optical Cable Corp.

35,000

137

Parrot SA (a)

150,000

4,123

Polycom, Inc. (a)

654,400

7,807

Tessco Technologies, Inc. (e)

525,000

17,477

 

228,996

Computers & Peripherals - 4.8%

Compal Electronics, Inc.

153,500,000

113,971

Datalink Corp. (a)

1,070,349

15,552

EMC Corp.

859,400

20,832

Hewlett-Packard Co.

6,500,000

188,500

Lexmark International, Inc. Class A (d)

2,000,000

78,380

Logitech International SA (Reg.) (d)

4,400,000

69,398

Quantum Corp. (a)

6,619,000

8,274

Seagate Technology (e)

30,000,000

1,585,800

Silicon Graphics International Corp. (a)

943,200

12,271

Simplo Technology Co. Ltd.

1,845,000

8,442

Super Micro Computer, Inc. (a)(e)

3,079,823

63,321

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - continued

TPV Technology Ltd.

83,622,000

$ 17,341

Western Digital Corp.

600,000

51,702

Xyratex Ltd.

675,000

8,917

 

2,242,701

Electronic Equipment & Components - 3.1%

A&D Co. Ltd. (d)

950,000

5,583

Beijer Electronics AB

125,000

1,278

CDW Corp.

700,000

16,569

Corning, Inc.

1,450,000

24,955

DigiTech Systems Co., Ltd. (a)

725,000

2,263

Dolby Laboratories, Inc. Class A (a)(d)

300,000

12,297

Elec & Eltek International Co. Ltd.

1,800,000

2,933

Elematec Corp. (e)

1,062,400

18,299

Excel Co. Ltd. (e)

909,800

11,103

Fabrinet (a)

100,000

1,847

FLIR Systems, Inc.

700,000

22,204

Hana Microelectronics Co. (For. Reg.)

17,000,000

12,756

Hi-P International Ltd.

21,075,000

8,822

Hon Hai Precision Industry Co. Ltd. (Foxconn)

140,360,000

391,623

Huan Hsin Holdings Ltd. (a)

6,000,000

176

IDIS Holdings Co. Ltd. (e)

764,914

10,738

Image Sensing Systems, Inc. (a)(e)

365,685

1,865

Insight Enterprises, Inc. (a)

1,700,127

35,873

Intelligent Digital Integrated Security Co. Ltd. (e)

937,210

17,371

INTOPS Co. Ltd. (e)

859,900

15,714

Isra Vision AG (e)

438,100

23,623

Jabil Circuit, Inc.

1,146,500

20,603

Kingboard Chemical Holdings Ltd. (e)

92,500,000

207,785

Kingboard Laminates Holdings Ltd.

9,000,000

3,350

Kitagawa Industries Co. Ltd.

100,000

1,088

Lumax International Corp. Ltd.

1,200,000

2,899

Mesa Laboratories, Inc. (e)

310,000

24,884

Multi-Fineline Electronix, Inc. (a)(e)

2,216,107

30,582

Muramoto Electronic Thailand PCL (For. Reg.) (e)

1,548,400

6,702

Nippo Ltd. (e)

893,400

4,252

Orbotech Ltd. (a)

1,825,000

24,802

Pinnacle Technology Holdings Ltd. (e)

8,750,000

16,852

Posiflex Technologies, Inc.

500,250

2,151

Redington India Ltd.

3,110,801

3,240

Rofin-Sinar Technologies, Inc. (a)

86,300

1,994

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Components - continued

ScanSource, Inc. (a)(e)

2,070,000

$ 77,708

Shibaura Electronics Co. Ltd. (e)

777,800

13,354

Sigmatron International, Inc. (a)(e)

396,000

3,683

Store Electronic Systems SA (a)(d)

21,950

447

SYNNEX Corp. (a)(e)

3,505,000

196,806

Taitron Components, Inc. Class A (sub. vtg.) (a)

300,000

360

Tomen Devices Corp. (e)

680,100

12,053

Tomen Electronics Corp. (e)

1,492,400

23,914

Tripod Technology Corp.

300,000

544

UKC Holdings Corp. (e)

1,570,000

25,320

Venture Corp. Ltd.

5,000,000

28,966

VST Holdings Ltd. (e)

149,400,000

38,871

Wireless Telecom Group, Inc. (a)(e)

1,300,000

4,420

XAC Automation Corp. (e)

9,430,000

17,369

 

1,432,891

Internet Software & Services - 0.2%

DeNA Co. Ltd. (d)

500,000

9,601

Gabia, Inc. (e)

1,333,000

7,040

Liquidity Services, Inc. (a)(d)

125,000

2,971

Macromill, Inc.

400,000

3,005

Melbourne IT Ltd. (e)

8,185,000

10,099

Monster Worldwide, Inc. (a)

500,000

3,060

NetGem SA

1,000,000

3,952

Rentabiliweb Group SA (a)

110,000

1,181

SBS Contents Hub Co. Ltd.

200,000

2,826

Softbank Technology Corp. (d)

300,000

4,077

Stamps.com, Inc. (a)

158,798

6,266

UANGEL Corp. (e)

750,000

2,589

ValueClick, Inc. (a)

700,000

15,050

Yahoo!, Inc. (a)

379,200

13,659

 

85,376

IT Services - 4.2%

ALTEN

885,000

39,920

Amdocs Ltd. (e)

8,443,300

365,257

Argo Graphics, Inc.

440,000

7,497

ATOSS Software AG

15,000

587

Calian Technologies Ltd. (e)

778,500

15,720

CGI Group, Inc. Class A (sub. vtg.) (a)

550,000

16,874

Computer Sciences Corp.

4,750,000

286,948

Computer Services, Inc.

265,000

9,023

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

IT Services - continued

CSE Global Ltd. (e)

49,090,000

$ 24,284

Data#3 Ltd.

2,977,359

2,335

Dimerco Data System Corp.

392,000

318

eClerx

1,075,000

20,922

EOH Holdings Ltd. (e)

8,100,000

57,370

Estore Corp.

77,400

837

EVERTEC, Inc.

600,000

14,478

ExlService Holdings, Inc. (a)

341,824

8,597

Genpact Ltd. (a)

600,000

10,182

Groupe Steria SCA

76,441

1,546

Heartland Payment Systems, Inc. (d)(e)

2,000,017

86,221

HIQ International AB

900,000

5,316

Indra Sistemas (d)(e)

16,413,000

290,759

Know IT AB (e)

1,727,000

15,421

Leidos Holdings, Inc. (d)

1,250,000

56,675

Luxoft Holding, Inc.

125,000

4,674

ManTech International Corp. Class A

1,775,000

51,653

Mastek Ltd. (e)

2,025,000

5,625

NCI, Inc. Class A (a)(e)

888,530

5,909

Neustar, Inc. Class A (a)

900,047

30,503

Panasonic Information Systems Co. (e)

625,000

16,923

Rolta India Ltd.

2,699,942

2,770

Science Applications International Corp.

750,000

27,758

Societe Pour L'Informatique Industrielle SA (e)

2,000,000

19,610

Softcreate Co. Ltd.

320,000

3,282

The Western Union Co.

21,700,000

334,180

Total System Services, Inc.

1,000,000

29,880

Vantiv, Inc. (a)

600,000

18,204

VeriFone Systems, Inc. (a)

1,100,000

31,911

 

1,919,969

Office Electronics - 0.2%

Xerox Corp.

10,100,000

109,585

Semiconductors & Semiconductor Equipment - 0.6%

Alpha & Omega Semiconductor Ltd. (a)(e)

2,550,000

18,513

Axell Corp. (d)(e)

925,000

15,729

Broadcom Corp. Class A

462,700

13,770

Lasertec Corp. (d)

700,000

7,427

Leeno Industrial, Inc.

700,000

17,427

Melexis NV (e)

3,350,000

116,071

Miraial Co. Ltd.

216,900

3,219

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Nextchip Co. Ltd. (e)

1,070,110

$ 2,978

Omnivision Technologies, Inc. (a)

1,800,000

27,702

Powertech Technology, Inc.

9,460,000

13,038

Skyworks Solutions, Inc. (a)

263,600

7,974

Telechips, Inc. (e)

1,058,800

3,675

Trio-Tech International (a)(e)

300,000

954

Varitronix International Ltd.

9,000,000

9,784

Y.A.C. Co., Ltd.

300,000

1,592

 

259,853

Software - 5.3%

AdaptIT Holdings Ltd.

4,400,000

2,130

ANSYS, Inc. (a)(e)

5,000,000

392,650

Autodesk, Inc. (a)

197,600

10,127

Axway Software SA

50,000

1,861

Cybernet Systems Co. Ltd. (e)

2,050,000

7,548

Ebix, Inc. (d)(e)

2,450,000

33,271

Exact Holdings NV

740,000

23,758

Geodesic Ltd. (a)(e)

4,873,000

304

ICT Automatisering NV (a)(e)

874,000

5,716

IGE + XAO SA

40,000

3,172

Infomedia Ltd. (e)

16,000,000

8,880

InfoVine Co. Ltd.

120,607

3,462

init innovation in traffic systems AG (d)

10,000

336

Jorudan Co. Ltd. (e)

525,000

3,120

KPIT Cummins Infosystems Ltd. (a)

4,000,000

10,268

KSK Co., Ltd. (e)

641,300

4,161

Micro Focus International PLC

10,000

123

MICROS Systems, Inc. (a)

25,000

1,388

Microsoft Corp.

31,187,700

1,180,454

Net 1 UEPS Technologies, Inc. (a)

725,000

5,800

NIIT Technologies Ltd.

1,949,000

12,564

Nucleus Software Exports Ltd. (a)(e)

2,100,000

6,062

Oracle Corp.

13,822,000

510,032

Parametric Technology Corp. (a)

777,800

27,752

Pro-Ship, Inc.

152,200

2,945

Software AG (Bearer)

3,600,000

133,813

Sword Group (e)

606,398

14,558

Symantec Corp.

608,000

13,017

Synopsys, Inc. (a)

350,000

13,951

Vasco Data Security International, Inc. (a)(e)

3,350,000

25,025

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Software - continued

Vitec Software Group AB

210,000

$ 2,901

Zensar Technologies Ltd.

729,500

4,450

 

2,465,599

TOTAL INFORMATION TECHNOLOGY

8,744,970

MATERIALS - 2.7%

Chemicals - 1.9%

Aditya Birla Chemicals India Ltd. (e)

2,338,600

3,725

C. Uyemura & Co. Ltd. (e)

653,800

30,643

Chase Corp. (e)

904,986

28,616

Core Molding Technologies, Inc. (a)(e)

515,000

6,309

Deepak Fertilisers and Petrochemicals Corp. Ltd. (e)

7,569,000

13,116

Deepak Nitrite Ltd. (e)

650,000

3,125

EcoGreen Fine Chemical Group Ltd. (e)

45,112,000

9,994

FMC Corp.

3,000,000

211,890

Fujikura Kasei Co., Ltd. (e)

3,271,600

18,701

Fuso Chemical Co. Ltd.

227,100

6,079

Gujarat Narmada Valley Fertilizers Co. (e)

11,000,000

12,542

Gujarat State Fertilizers & Chemicals Ltd. (e)

29,000,000

21,568

Honshu Chemical Industry Co. Ltd. (e)

900,000

5,466

Innospec, Inc.

1,000,000

42,840

Intrepid Potash, Inc. (a)(d)

799,300

11,750

KPC Holdings Corp.

43,478

1,855

KPX Chemical Co. Ltd.

163,083

9,860

KPX Green Chemical Co. Ltd.

200,000

890

Kraton Performance Polymers, Inc. (a)

1,100,000

27,511

Mexichem S.A.B. de CV (d)

2,194,537

7,620

Miwon Chemicals Co. Ltd. (a)

55,095

1,720

Miwon Commercial Co. Ltd.

13,819

2,256

Muto Seiko Co. Ltd.

290,700

1,894

Nano Chem Tech, Inc. (a)

25,000

97

Nuplex Industries Ltd.

4,425,000

12,058

OM Group, Inc. (a)(e)

2,000,000

64,680

PolyOne Corp.

550,000

19,558

RPM International, Inc.

400,000

15,868

SK Kaken Co. Ltd.

390,000

24,796

Soda Aromatic Co. Ltd.

250,000

2,574

Soken Chemical & Engineer Co. Ltd. (e)

805,000

8,801

T&K Toka Co. Ltd. (e)

800,000

17,033

Thai Carbon Black PCL (For. Reg.)

13,000,000

8,469

Common Stocks - continued

Shares

Value (000s)

MATERIALS - continued

Chemicals - continued

Thai Rayon PCL (For. Reg.)

3,200,000

$ 2,793

Tronox Ltd. Class A

688,100

15,111

Yara International ASA

4,750,000

195,979

Yip's Chemical Holdings Ltd. (e)

31,002,000

25,117

 

892,904

Construction Materials - 0.1%

Brampton Brick Ltd. Class A (sub. vtg.) (a)

850,700

4,285

Mitani Sekisan Co. Ltd. (e)

1,750,000

20,433

Titan Cement Co. SA (Reg.) (a)

750,000

20,129

 

44,847

Containers & Packaging - 0.3%

Ball Corp.

314,130

16,080

Chuoh Pack Industry Co. Ltd. (e)

510,000

5,207

Kohsoku Corp. (e)

2,097,300

18,381

Samhwa Crown & Closure Co. Ltd.

13,760

308

Sealed Air Corp.

500,000

15,595

Silgan Holdings, Inc.

900,000

41,247

Sonoco Products Co.

383,300

15,861

Starlite Holdings Ltd.

3,000,000

174

The Pack Corp. (e)

1,990,000

34,558

Vidrala SA

50,000

2,477

 

149,888

Metals & Mining - 0.3%

Alconix Corp. (e)

635,500

13,770

Blue Earth Refineries, Inc. (a)

274,309

0

Chubu Steel Plate Co. Ltd.

500,000

2,248

Compania de Minas Buenaventura SA sponsored ADR

2,300,000

28,520

Fortescue Metals Group Ltd.

1,522,536

7,062

Hill & Smith Holdings PLC

2,150,600

19,179

Korea Steel Shapes Co. Ltd.

34,000

1,074

Orosur Mining, Inc. (a)

3,100,000

612

Orvana Minerals Corp. (a)

900,000

525

Pacific Metals Co. Ltd.

4,600,000

16,006

Sherritt International Corp. (d)

1,600,000

4,942

Tohoku Steel Co. Ltd. (e)

755,000

8,358

Tokyo Kohtetsu Co. Ltd. (e)

1,435,000

6,190

Tokyo Tekko Co. Ltd. (e)

4,600,000

16,717

Webco Industries, Inc. (a)

9,122

1,031

 

126,234

Common Stocks - continued

Shares

Value (000s)

MATERIALS - continued

Paper & Forest Products - 0.1%

Cardinal Co. Ltd.

27,600

$ 136

Schweitzer-Mauduit International, Inc.

200,000

9,226

Stella-Jones, Inc. (a)

600,000

14,039

 

23,401

TOTAL MATERIALS

1,237,274

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.1%

Atlantic Tele-Network, Inc.

715,672

41,688

Wireless Telecommunication Services - 0.0%

NII Holdings, Inc. (a)

830,000

2,498

TOTAL TELECOMMUNICATION SERVICES

44,186

UTILITIES - 0.2%

Electric Utilities - 0.1%

Exelon Corp.

1,000,000

29,000

Gas Utilities - 0.1%

Hokuriku Gas Co.

1,800,000

4,874

K&O Energy Group, Inc. (a)

373,200

5,320

Keiyo Gas Co. Ltd.

625,000

3,130

KyungDong City Gas Co. Ltd.

153,670

13,926

Kyungnam Energy Co. Ltd.

157,630

909

 

28,159

Independent Power Producers & Energy Traders - 0.0%

Mega First Corp. Bhd (e)

22,662,000

14,770

Multi-Utilities - 0.0%

CMS Energy Corp.

963,200

26,767

TOTAL UTILITIES

98,696

TOTAL COMMON STOCKS

(Cost $21,843,571)


39,634,737

Nonconvertible Preferred Stocks - 0.1%

 

 

 

 

CONSUMER STAPLES - 0.0%

Food Products - 0.0%

Nam Yang Dairy Products

4,917

1,435

Nonconvertible Preferred Stocks - continued

Shares

Value (000s)

MATERIALS - 0.1%

Construction Materials - 0.1%

Buzzi Unicem SpA (Risparmio Shares)

2,000,000

$ 18,882

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $16,910)


20,317

Corporate Bonds - 0.3%

 

Principal
Amount (000s)

 

Convertible Bonds - 0.0%

ENERGY - 0.0%

Oil, Gas & Consumable Fuels - 0.0%

USEC, Inc. 3% 10/1/14

$ 37,150

13,908

Nonconvertible Bonds - 0.3%

FINANCIALS - 0.3%

Capital Markets - 0.3%

UBS AG London Branch ELN 6/9/14 (f)

98,747

135,230

TOTAL CORPORATE BONDS

(Cost $135,342)


149,138

Money Market Funds - 15.2%

Shares

 

Fidelity Cash Central Fund, 0.10% (b)

6,546,772,570

6,546,773

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

480,341,247

480,341

TOTAL MONEY MARKET FUNDS

(Cost $7,027,114)


7,027,114

Cash Equivalents - 0.0%

Maturity Amount (000s)

Value (000s)

Investments in repurchase agreements in a joint trading account at 0.03%, dated 1/31/14 due 2/3/14 (Collateralized by U.S. Treasury Obligations) #
(Cost $2,942)

$ 2,942

$ 2,942

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $29,025,879)

46,834,248

NET OTHER ASSETS (LIABILITIES) - (1.1)%

(501,270 )

NET ASSETS - 100%

$ 46,332,978

Security Type Abbreviations

ELN

-

Equity-Linked Note

Legend

(a) Non-income producing

(b) Affiliated fund that is generally 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, 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) Affiliated company

(f) 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 $135,230,000 or 0.3% of net assets.

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement /
Counterparty

Value
(000s)

$2,942,000 due 2/03/14 at 0.03%

BNP Paribas Securities Corp.

$ 1,535

Barclays Capital, Inc.

817

Merrill Lynch, Pierce, Fenner & Smith, Inc.

590

 

$ 2,942

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

$ 3,073

Fidelity Securities Lending Cash Central Fund

5,029

Total

$ 8,102

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

Aalberts Industries NV

$ 239,370

$ -

$ -

$ -

$ 297,318

Aastra Technologies Ltd.

25,843

-

1,195

6,268

38,393

Abbey PLC

23,711

-

-

145

31,317

Abercrombie & Fitch Co. Class A

299,220

55,586

-

2,662

270,268

Accell Group NV

43,841

602

-

-

44,995

Aditya Birla Chemicals India Ltd.

2,707

-

-

34

3,725

AECOM Technology Corp.

256,108

8,605

-

-

224,833

Aeropostale, Inc.

123,720

-

-

-

57,649

Air T, Inc.

2,571

-

-

-

2,770

AJIS Co. Ltd.

7,441

-

-

-

8,961

Akka Technologies SA

22,673

10,918

-

-

34,749

Albemarle & Bond Holdings PLC

5,818

1,227

-

-

566

Alconix Corp.

12,209

-

-

180

13,770

Almost Family, Inc.

17,921

-

-

-

28,489

Alpha & Omega Semiconductor Ltd.

19,508

-

-

-

18,513

Alps Logistics Co. Ltd.

18,309

-

-

285

18,220

Ambassadors Group, Inc.

6,444

-

-

-

8,799

Amdocs Ltd.

328,084

-

3,455

2,206

365,257

ANSYS, Inc.

399,200

-

-

-

392,650

APRIL

51,140

5,538

-

-

62,502

ARK Restaurants Corp.

4,734

-

-

112

4,900

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Arrhythmia Research Technology, Inc.

$ 629

$ -

$ -

$ -

$ 1,206

Arts Optical International Holdings Ltd.

7,534

-

-

110

8,576

ASL Marine Holdings Ltd.

8,850

6,457

-

336

16,446

Assurant, Inc.

284,340

-

-

2,625

343,088

ASTI Corp.

3,128

200

-

-

2,797

Avery Dennison Corp.

284,036

-

292,337

1,914

-

Axell Corp.

17,837

-

-

218

15,729

Axis Capital Holdings Ltd.

345,875

-

-

4,129

357,468

AZZ, Inc.

56,745

-

-

420

62,715

Barratt Developments PLC

416,580

-

-

3,409

522,801

Belc Co. Ltd.

36,624

-

-

399

37,516

Belluna Co. Ltd.

51,620

-

-

601

48,997

Best Buy Co., Inc.

717,045

249,372

8,638

8,055

785,059

Black Box Corp.

48,731

-

-

324

49,361

BMTC Group, Inc. Class A (sub. vtg.)

73,987

-

-

1,089

69,588

C. Uyemura & Co. Ltd.

30,116

-

-

-

30,643

Cal Dive International, Inc.

12,984

-

-

-

10,864

Calian Technologies Ltd.

13,833

-

-

355

15,720

Career Education Corp.

21,638

-

-

-

36,557

Cash Converters International Ltd.

24,925

432

-

432

18,214

Cathay General Bancorp

98,010

-

18,635

236

-

CEC Entertainment, Inc.

83,180

-

25,946

980

80,940

Chase Corp.

25,113

-

-

407

28,616

Chime Communications PLC

20,234

-

977

163

-

Chuoh Pack Industry Co. Ltd.

5,469

-

-

91

5,207

Citi Trends, Inc.

15,499

-

14,260

-

-

CKD Corp.

30,600

-

23,170

290

-

Clip Corp.

3,635

-

-

-

3,307

Codorus Valley Bancorp, Inc.

3,624

1,701

-

66

6,306

Core Molding Technologies, Inc.

3,240

1,397

-

-

6,309

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Cosmos Pharmaceutical Corp.

$ 196,696

$ -

$ -

$ 411

$ 231,439

CRA International, Inc.

17,417

2,084

-

-

19,162

Create SD Holdings Co. Ltd.

81,087

-

-

554

74,686

CSE Global Ltd.

30,745

1,229

-

11,394

24,284

Cybernet Systems Co. Ltd.

6,574

-

-

195

7,548

Daewon Pharmaceutical Co. Ltd.

17,353

580

-

61

18,666

Daiichi Kensetsu Corp.

23,493

699

-

-

26,930

DCC PLC (United Kingdom)

336,898

-

-

3,495

377,721

Deepak Fertilisers and Petrochemicals Corp. Ltd.

10,529

-

-

-

13,116

Deepak Nitrite Ltd.

2,686

112

-

-

3,125

Diversicare Healthcare Services, Inc.

1,844

-

-

39

1,837

Divestco, Inc.

576

-

13

-

440

DongKook Pharmaceutical Co. Ltd.

17,758

5,965

-

187

21,330

Doshisha Co. Ltd.

23,239

3,934

-

248

25,767

DVx, Inc.

7,872

-

-

-

7,497

Ebix, Inc.

30,740

-

2,081

-

33,271

EcoGreen Fine Chemical Group Ltd.

8,492

-

-

87

9,994

Educational Development Corp.

1,203

-

-

62

1,385

Elematec Corp.

9,892

4,445

-

216

18,299

Endurance Specialty Holdings Ltd.

136,838

-

-

1,664

136,214

EOH Holdings Ltd.

49,769

-

1,766

687

57,370

Excel Co. Ltd.

10,640

-

-

129

11,103

F&F Co. Ltd.

4,912

-

-

65

5,492

Farstad Shipping ASA

69,780

-

-

-

66,014

Federal Screw Works

237

-

114

-

-

First Juken Co. Ltd.

22,801

-

-

342

22,809

Folli Follie SA

102,612

713

-

-

132,631

Food Empire Holdings Ltd.

27,265

-

-

-

20,976

Foremost Income Fund

17,094

-

-

556

13,707

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Fresh Del Monte Produce, Inc.

$ 176,967

$ -

$ -

$ 1,575

$ 166,698

Fuji Kosan Co. Ltd.

315

3,874

-

-

4,387

Fuji Oil Co. Ltd. (formerly AOC Holdings, Inc.)

19,711

-

-

-

19,836

Fujikura Kasei Co., Ltd.

15,404

-

-

216

18,701

Fursys, Inc.

22,429

2,184

-

524

27,021

Fyffes PLC (Ireland)

26,042

869

-

262

35,295

Gabia, Inc.

3,523

3,412

-

14

7,040

GameStop Corp. Class A

343,420

-

49,458

3,300

210,420

Genky Stores, Inc.

5,111

-

-

53

5,382

Genworth MI Canada, Inc.

157,381

-

-

3,094

168,980

Geodesic Ltd.

304

-

-

-

304

Geumhwa PSC Co. Ltd.

2,975

5,872

-

141

9,094

Gildan Activewear, Inc.

345,886

-

7,194

1,291

405,197

Glentel, Inc.

31,307

3,394

-

429

26,095

Goodfellow, Inc.

7,368

-

-

139

7,310

Green Dot Corp. Class A

69,840

-

24,713

-

45,040

Greggs PLC

17,528

50,541

-

430

82,268

Guess?, Inc.

278,470

7,128

682

3,329

238,091

Gujarat Narmada Valley Fertilizers Co.

8,131

4,626

-

392

12,542

Gujarat State Fertilizers & Chemicals Ltd.

21,553

4,503

-

-

21,568

Gulliver International Co. Ltd.

47,192

-

5,366

354

48,560

Halows Co. Ltd.

12,649

1,586

-

-

19,531

Hamakyorex Co. Ltd.

24,704

169

-

149

22,093

Hampshire Group Ltd.

4,140

-

-

-

3,036

Handsome Co. Ltd.

60,161

-

-

576

64,594

Hankook Shell Oil Co. Ltd.

23,328

-

-

965

23,803

Hanwha Timeworld Co. Ltd.

10,924

-

-

188

9,778

Heartland Payment Systems, Inc.

74,621

-

-

280

86,221

Helen of Troy Ltd.

135,511

-

-

-

175,578

Henry Boot PLC

21,879

-

3,423

218

-

Hiday Hidaka Corp.

26,610

-

-

218

30,480

Honshu Chemical Industry Co. Ltd.

5,819

-

-

51

5,466

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Hoshiiryou Sanki Co. Ltd.

$ 7,963

$ 1,232

$ -

$ 60

$ 11,133

Houston Wire & Cable Co.

18,754

55

-

279

16,786

HTL International Holdings Ltd.

6,275

-

-

-

6,535

Hurco Companies, Inc.

18,055

-

-

63

16,420

Hutech Norin Co. Ltd.

10,713

-

-

138

10,164

Huvitz Co. Ltd.

16,703

-

-

115

13,487

Hwacheon Machine Tool Co. Ltd.

9,980

-

-

173

10,388

I-Sheng Electric Wire & Cable Co. Ltd.

16,523

2,171

-

-

18,804

IA Group Corp.

5,988

-

-

99

6,065

ICT Automatisering NV

4,418

-

-

-

5,716

IDIS Holdings Co. Ltd.

9,104

1,014

-

28

10,738

Ihara Science Corp.

6,322

575

-

-

8,246

Ildong Pharmaceutical Co. Ltd.

22,641

-

-

296

36,453

Image Sensing Systems, Inc.

2,611

-

-

-

1,865

Indra Sistemas

222,717

-

-

-

290,759

Infomedia Ltd.

8,198

-

-

224

8,880

Intage Holdings, Inc.

25,795

-

-

-

27,662

Intelligent Digital Integrated Security Co. Ltd.

18,391

-

-

111

17,371

INTOPS Co. Ltd.

18,060

-

-

102

15,714

INZI Controls Co. Ltd.

7,299

-

-

120

6,313

Isewan Terminal Service Co. Ltd.

9,483

-

-

146

8,663

Isra Vision AG

20,515

-

-

-

23,623

Jack in the Box, Inc.

188,423

-

101,912

-

126,425

JAKKS Pacific, Inc.

7,813

-

-

-

7,488

Jaya Holdings Ltd.

34,078

-

-

2,688

45,034

Jeil Pharmaceutical Co.

17,904

-

-

70

20,102

JLM Couture, Inc.

449

-

-

-

510

Jorudan Co. Ltd.

2,804

-

-

40

3,120

Jos. A. Bank Clothiers, Inc.

111,854

-

7,728

-

146,172

Jumbo SA

119,200

558

-

-

191,180

Kingboard Chemical Holdings Ltd.

163,878

44,828

-

3,109

207,785

Knoll, Inc.

74,340

-

14,525

1,008

60,590

Know IT AB

13,221

-

-

-

15,421

Kohsoku Corp.

19,836

-

-

208

18,381

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Kondotec, Inc.

$ 9,709

$ 336

$ -

$ 100

$ 11,570

Korea Electric Terminal Co. Ltd.

23,173

-

-

110

26,697

KSK Co., Ltd.

3,995

-

-

-

4,161

Kwang Dong Pharmaceutical Co. Ltd.

19,667

3,530

-

147

21,229

Kyeryong Construction Industrial Co. Ltd.

6,517

-

-

70

7,010

Kyoto Kimono Yuzen Co. Ltd.

18,786

-

-

195

18,167

Kyowakogyosyo Co. Ltd.

1,597

1,531

-

-

3,052

LHC Group, Inc.

43,471

-

-

-

43,471

Maruzen Co. Ltd.

16,945

-

-

165

18,710

Mastek Ltd.

3,637

-

-

57

5,625

Medical Action Industries, Inc.

11,947

330

2,395

-

7,791

Meetic

27,555

-

42,287

-

-

Mega First Corp. Bhd

11,797

-

-

209

14,770

Melbourne IT Ltd.

13,978

-

-

3,860

10,099

Melcor Real Estate Investment Trust

-

8,654

-

157

8,054

Melexis NV

78,571

-

-

2,728

116,071

Mesa Laboratories, Inc.

20,720

-

528

92

24,884

Metro, Inc. Class A (sub. vtg.)

783,669

-

-

4,435

627,935

Michang Oil Industrial Co. Ltd.

12,427

-

-

315

11,496

Miroku Corp.

1,566

394

-

26

2,455

Mitani Sekisan Co. Ltd.

23,057

229

775

108

20,433

Mitie Group PLC

98,221

-

264

1,894

124,667

Motonic Corp.

32,450

-

-

650

34,716

Mr. Bricolage SA

12,721

354

-

-

14,500

Muhak Co. Ltd.

44,193

650

-

104

46,205

Multi-Fineline Electronix, Inc.

24,708

8,515

-

-

30,582

Murakami Corp.

11,156

313

-

57

10,295

Muramoto Electronic Thailand PCL (For. Reg.)

6,845

-

226

-

6,702

Nac Co. Ltd.

-

15,832

-

41

15,663

Nadex Co. Ltd.

4,577

602

-

52

7,604

Nafco Co. Ltd.

43,174

-

-

386

34,938

NCI, Inc. Class A

4,025

-

-

-

5,909

ND Software Co. Ltd.

2,357

8,356

-

-

15,245

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

NETGEAR, Inc.

$ 68,861

$ 15,949

$ 8,586

$ -

$ 81,106

Next PLC

1,263,908

-

-

23,356

1,710,668

Nextchip Co. Ltd.

4,400

-

-

67

2,978

NICE Total Cash Management Co., Ltd.

4,720

3

-

82

5,983

Nippo Ltd.

4,679

323

-

-

4,252

Nishimatsuya Chain Co. Ltd.

47,542

-

2,618

443

40,278

North Valley Bancorp

7,566

-

184

-

9,932

Northrim Bancorp, Inc.

12,760

-

-

170

12,010

Nucleus Software Exports Ltd.

1,612

1,339

-

-

6,062

Nutraceutical International Corp.

25,409

-

-

-

28,633

OFG Bancorp

46,259

-

-

316

36,516

OM Group, Inc.

91,195

-

30,039

-

64,680

Orbotech Ltd.

29,234

-

7,070

-

-

Otaki Gas Co. Ltd.

4,748

477

-

33

-

P&F Industries, Inc. Class A

2,976

22

-

-

2,689

Pacer International, Inc.

11,080

-

11,591

-

-

Pacific Premier Bancorp, Inc.

12,379

-

-

-

15,077

Pal Co. Ltd.

44,710

-

-

-

30,583

Panasonic Information Systems Co.

12,397

2,984

-

169

16,923

Papa John's International, Inc.

94,699

-

75,412

625

-

Parker Corp.

5,894

-

-

62

8,578

Pelion SA

16,625

-

-

-

18,250

Pinnacle Technology Holdings Ltd.

21,154

1,241

-

280

16,852

Piolax, Inc.

28,977

-

1,935

223

37,707

Prim SA

12,803

-

-

100

13,400

Qumu Corp. (formerly Rimage Corp.)

8,715

-

9,809

-

-

Relo Holdings Corp.

68,914

-

-

-

73,163

RenaissanceRe Holdings Ltd.

269,607

-

-

1,736

281,201

Rocky Mountain Chocolate Factory, Inc.

6,628

-

-

109

5,774

Ruby Tuesday, Inc.

45,384

-

-

-

34,720

S&T Holdings Co. Ltd.

12,259

708

-

255

11,512

Safeway, Inc.

335,270

-

-

5,200

406,120

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Sakai Moving Service Co. Ltd.

$ 20,739

$ 191

$ -

$ 220

$ 26,665

Samsung Climate Control Co. Ltd.

3,136

-

-

22

3,430

Sanei Architecture Planning Co. Ltd.

11,803

-

-

272

12,112

Sarantis SA

15,937

-

-

864

21,068

ScanSource, Inc.

71,220

2,253

-

-

77,708

Seagate Technology

1,227,300

-

-

24,300

1,585,800

SED International Holdings, Inc.

893

-

971

-

-

Select Harvests Ltd.

17,886

-

-

437

27,270

Senshu Electric Co. Ltd.

12,718

-

-

159

14,017

Sewon Precision Industries Co. Ltd.

10,657

-

-

36

12,575

Shibaura Electronics Co. Ltd.

9,255

-

-

-

13,354

Shinsegae Engineering & Construction Co. Ltd.

2,882

-

-

124

2,905

ShoLodge, Inc.

5

-

-

-

3

Sigmatron International, Inc.

1,596

105

-

-

3,683

Sinwa Ltd.

4,072

-

-

359

3,497

SJM Co. Ltd.

13,449

-

-

100

11,787

SJM Holdings Co. Ltd.

6,762

-

-

105

6,099

Societe Pour L'Informatique Industrielle SA

12,384

2,441

-

145

19,610

Soken Chemical & Engineer Co. Ltd.

11,223

-

-

-

8,801

Sonic Corp.

92,220

-

16,759

-

90,729

Span-America Medical System, Inc.

6,045

20

-

81

5,734

Sporton International, Inc.

24,296

-

4,684

851

27,752

Sportscene Group, Inc. Class A

2,629

-

-

92

2,949

Stanley Furniture Co., Inc.

4,449

-

-

-

4,901

Stantec, Inc.

109,836

-

13,685

626

-

Steiner Leisure Ltd.

95,601

-

3,007

-

78,416

Step Co. Ltd.

11,870

-

-

147

10,144

Sterling Construction Co., Inc.

16,007

-

-

-

17,637

Strattec Security Corp.

13,510

-

-

73

18,068

Strongco Corp.

3,993

-

-

-

3,903

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Sun Hing Vision Group Holdings Ltd.

$ 8,643

$ -

$ -

$ 509

$ 7,400

Sunjin Co. Ltd.

12,780

-

-

64

19,834

Super Micro Computer, Inc.

37,859

-

3,873

-

63,321

Swift Energy Co.

50,323

8,432

3,849

-

53,717

Sword Group

9,786

130

-

-

14,558

SYNNEX Corp.

173,568

-

-

-

196,806

T&K Toka Co. Ltd.

17,036

-

-

113

17,033

Techno Smart Corp.

3,790

-

-

41

4,882

Teems, Inc.

1,330

-

-

20

1,412

Telechips, Inc.

4,589

-

-

42

3,675

Tempur Sealy International, Inc.

162,565

-

44,057

-

160,193

Tessco Technologies, Inc.

16,821

-

-

189

17,477

The Pack Corp.

33,434

-

-

443

34,558

Theragenics Corp.

6,299

-

6,793

-

-

TKH Group NV unit

82,535

-

16,134

-

85,980

Tocalo Co. Ltd.

9,854

3,069

-

186

15,774

Tohoku Steel Co. Ltd.

8,482

-

-

43

8,358

Token Corp.

52,701

-

-

-

46,277

Tokyo Kisen Co. Ltd.

5,056

-

-

-

5,638

Tokyo Kohtetsu Co. Ltd.

2,483

3,547

-

35

6,190

Tokyo Tekko Co. Ltd.

17,336

-

-

87

16,717

Tomen Devices Corp.

11,635

-

-

-

12,053

Tomen Electronics Corp.

17,087

-

-

282

23,914

Total Energy Services, Inc.

37,070

-

-

203

43,547

Totech Corp.

2,544

3,519

-

39

7,304

Tow Co. Ltd.

6,695

-

-

152

8,527

Trancom Co. Ltd.

30,273

-

-

312

37,760

Trio-Tech International

1,164

-

77

-

954

Triple-S Management Corp.

53,961

-

-

-

44,240

Tuesday Morning Corp.

24,681

-

27,154

-

-

Tungtex Holdings Co. Ltd.

2,553

-

-

34

3,774

UANGEL Corp.

3,938

-

-

89

2,589

UKC Holdings Corp.

25,977

-

-

296

25,320

Uni-Select, Inc.

40,634

-

-

427

50,891

Unit Corp.

183,438

-

991

-

202,379

United Stationers, Inc.

100,642

-

-

681

100,739

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Universal Security Instruments, Inc.

$ 1,288

$ -

$ -

$ -

$ 1,112

Unum Group

512,568

-

-

4,698

521,640

USS Co. Ltd.

201,114

-

25,309

2,445

-

Utah Medical Products, Inc.

24,282

-

552

210

22,610

Vasco Data Security International, Inc.

25,925

1,531

-

-

25,025

Vera Bradley, Inc.

38,784

10,106

8,556

-

-

VSE Corp.

22,979

-

-

48

23,420

VST Holdings Ltd.

21,288

4,658

-

-

38,871

W&T Offshore, Inc.

80,636

841

-

3,041

71,600

Watts Co. Ltd.

14,929

706

-

227

12,002

Weight Watchers International, Inc.

-

103,818

-

-

87,848

Whanin Pharmaceutical Co. Ltd.

20,856

-

-

367

21,054

WIN-Partners Co. Ltd.

11,465

2,478

-

-

14,999

Wireless Telecom Group, Inc.

1,989

-

-

-

4,420

Workman Co. Ltd.

57,720

-

-

-

55,124

XAC Automation Corp.

11,491

-

-

-

17,369

YBM Sisa.com, Inc.

4,019

-

93

177

3,140

Yip's Chemical Holdings Ltd.

27,782

-

-

400

25,117

Young Poong Precision Corp.

8,640

-

-

58

8,257

Youngone Holdings Co. Ltd.

53,738

-

-

365

61,934

Yusen Logistics Co. Ltd.

38,115

-

-

357

50,360

Yutaka Giken Co. Ltd.

35,192

-

-

266

37,903

Total

$ 17,514,096

$ 720,904

$ 977,851

$ 181,341

$ 18,174,455

Other Information

The following is a summary of the inputs used, as of January 31, 2014, 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 in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 11,510,873

$ 10,011,926

$ 1,498,947

$ -

Consumer Staples

3,583,256

2,692,553

885,021

5,682

Energy

2,074,940

1,495,830

579,110

-

Financials

4,999,820

4,220,596

778,197

1,027

Health Care

3,876,907

3,560,337

309,199

7,371

Industrials

3,465,250

2,683,155

782,095

-

Information Technology

8,744,970

7,730,749

1,014,221

-

Materials

1,256,156

907,705

348,451

-

Telecommunication Services

44,186

44,186

-

-

Utilities

98,696

55,767

42,929

-

Corporate Bonds

149,138

-

149,138

-

Money Market Funds

7,027,114

7,027,114

-

-

Cash Equivalents

2,942

-

2,942

-

Total Investments in Securities:

$ 46,834,248

$ 40,429,918

$ 6,390,250

$ 14,080

The following is a summary of transfers between Level 1 and Level 2 for the period ended January 31, 2014. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total (000s)

Level 1 to Level 2

$ 4,610,087

Level 2 to Level 1

$ 0

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America

60.4%

United Kingdom

6.7%

Japan

5.8%

Canada

5.1%

Ireland

5.0%

Netherlands

2.8%

Bermuda

2.6%

Korea (South)

1.8%

Taiwan

1.4%

Italy

1.4%

Cayman Islands

1.1%

Others (Individually Less Than 1%)

5.9%

 

100.0%

See accompanying notes which are an integral part of the financial statements.

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

January 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $460,080 and repurchase agreements of $2,942) - See accompanying schedule:

Unaffiliated issuers (cost $12,298,311)

$ 21,632,679

 

Fidelity Central Funds (cost $7,027,114)

7,027,114

 

Other affiliated issuers (cost $9,700,454)

18,174,455

 

Total Investments (cost $29,025,879)

 

$ 46,834,248

Cash

 

49

Foreign currency held at value (cost $985)

983

Receivable for investments sold

87,160

Receivable for fund shares sold

39,549

Dividends receivable

44,301

Interest receivable

372

Distributions receivable from Fidelity Central Funds

1,092

Prepaid expenses

93

Other receivables

1,769

Total assets

47,009,616

 

 

 

Liabilities

Payable for investments purchased

$ 126,537

Payable for fund shares redeemed

36,867

Accrued management fee

24,056

Other affiliated payables

4,543

Other payables and accrued expenses

4,294

Collateral on securities loaned, at value

480,341

Total liabilities

676,638

 

 

 

Net Assets

$ 46,332,978

Net Assets consist of:

 

Paid in capital

$ 28,022,487

Undistributed net investment income

7,712

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

496,473

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

17,806,306

Net Assets

$ 46,332,978

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

January 31, 2014

 

 

 

Low-Priced Stock :
Net Asset Value
, offering price and redemption price per share ($30,005,648 ÷ 627,675 shares)

$ 47.80

 

 

 

Class K :
Net Asset Value
, offering price and redemption price per share ($16,327,330 ÷ 341,802 shares)

$ 47.77

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Operations

 Amounts in thousands

Six months ended January 31, 2014

 

 

 

Investment Income

 

 

Dividends (including $181,341 earned from other affiliated issuers)

 

$ 351,285

Interest

 

1,427

Income from Fidelity Central Funds

 

8,102

Total income

 

360,814

 

 

 

Expenses

Management fee
Basic fee

$ 136,350

Performance adjustment

1,339

Transfer agent fees

25,602

Accounting and security lending fees

1,212

Custodian fees and expenses

1,425

Independent trustees' compensation

96

Appreciation in deferred trustee compensation account

1

Registration fees

663

Audit

139

Legal

98

Miscellaneous

146

Total expenses before reductions

167,071

Expense reductions

(519 )

166,552

Net investment income (loss)

194,262

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

946,619

Other affiliated issuers

431,890

 

Foreign currency transactions

(381 )

Total net realized gain (loss)

 

1,378,128

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $1,563)

1,492,509

Assets and liabilities in foreign currencies

180

Total change in net unrealized appreciation (depreciation)

 

1,492,689

Net gain (loss)

2,870,817

Net increase (decrease) in net assets resulting from operations

$ 3,065,079

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Six months ended January 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 194,262

$ 437,698

Net realized gain (loss)

1,378,128

2,498,753

Change in net unrealized appreciation (depreciation)

1,492,689

7,694,670

Net increase (decrease) in net assets resulting
from operations

3,065,079

10,631,121

Distributions to shareholders from net investment income

(372,615)

(432,424)

Distributions to shareholders from net realized gain

(2,653,752 )

(1,951,147 )

Total distributions

(3,026,367 )

(2,383,571 )

Share transactions - net increase (decrease)

3,430,301

1,629,061

Redemption fees

1,610

2,348

Total increase (decrease) in net assets

3,470,623

9,878,959

 

 

 

Net Assets

Beginning of period

42,862,355

32,983,396

End of period (including undistributed net investment income of $7,712 and $186,065, respectively)

$ 46,332,978

$ 42,862,355

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Low-Priced Stock

 

Six months ended
January 31,

Years ended July 31,

 

2014

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 47.84

$ 38.52

$ 40.67

$ 33.07

$ 28.20

$ 37.19

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .20

  .48

  .37

  .23

  .07

  .17

Net realized and unrealized gain (loss)

  3.06

  11.61

  (.03 )

  7.53

  5.00

  (4.88 )

Total from investment operations

  3.26

  12.09

  .34

  7.76

  5.07

  (4.71 )

Distributions from net investment income

  (.39)

  (.49)

  (.28)

  (.15)

  (.12)

  (.17)

Distributions from net realized gain

  (2.91 )

  (2.28 )

  (2.21 )

  (.01 )

  (.08 )

  (4.11 )

Total distributions

  (3.30 )

  (2.77 )

  (2.49 )

  (.16 )

  (.20 )

  (4.28 )

Redemption fees added to paid in capital D, H

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 47.80

$ 47.84

$ 38.52

$ 40.67

$ 33.07

$ 28.20

Total Return B, C

  7.18%

  33.12%

  1.68%

  23.53%

  18.06%

  (13.90)%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  .77% A

  .79%

  .88%

  .83%

  .99%

  .99%

Expenses net of fee waivers, if any

  .77% A

  .79%

  .88%

  .83%

  .99%

  .99%

Expenses net of all reductions

  .77% A

  .79%

  .88%

  .83%

  .99%

  .98%

Net investment income (loss)

  .82% A

  1.14%

  1.00%

  .61%

  .21%

  .67%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 30,006

$ 28,171

$ 22,999

$ 26,762

$ 24,538

$ 21,792

Portfolio turnover rate F

  13% A

  11%

  19%

  15%

  20%

  31%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class K

 

Six months ended
January 31,

Years ended July 31,

 

2014

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 47.83

$ 38.52

$ 40.67

$ 33.11

$ 28.22

$ 37.20

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .22

  .53

  .42

  .28

  .11

  .20

Net realized and unrealized gain (loss)

  3.07

  11.60

  (.03 )

  7.51

  5.01

  (4.86 )

Total from investment operations

  3.29

  12.13

  .39

  7.79

  5.12

  (4.66 )

Distributions from net investment income

  (.44)

  (.54)

  (.33)

  (.23)

  (.15)

  (.21)

Distributions from net realized gain

  (2.91 )

  (2.28 )

  (2.21 )

  (.01 )

  (.08 )

  (4.11 )

Total distributions

  (3.35 )

  (2.82 )

  (2.54 )

  (.23 ) I

  (.23 )

  (4.32 )

Redemption fees added to paid in capital D, H

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 47.77

$ 47.83

$ 38.52

$ 40.67

$ 33.11

$ 28.22

Total Return B, C

  7.25%

  33.27%

  1.83%

  23.66%

  18.23%

  (13.74)%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  .67% A

  .68%

  .76%

  .71%

  .85%

  .81%

Expenses net of fee waivers, if any

  .67% A

  .68%

  .76%

  .71%

  .85%

  .81%

Expenses net of all reductions

  .67% A

  .68%

  .76%

  .70%

  .85%

  .81%

Net investment income (loss)

  .92% A

  1.26%

  1.12%

  .74%

  .35%

  .84%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 16,327

$ 14,691

$ 9,985

$ 8,031

$ 4,357

$ 2,279

Portfolio turnover rate F

  13% A

  11%

  19%

  15%

  20%

  31%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

I Total distributions of $.23 per share is comprised of distributions from net investment income of $.226 and distributions from net realized gain of $.008 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report


Notes to Financial Statements

For the period ended January 31, 2014

(Amounts in thousands except percentages)

1. Organization.

Fidelity® Low-Priced Stock Fund (the Fund) is a fund of Fidelity Puritan Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Low-Priced Stock and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

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)

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 a third party pricing vendor 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 market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. Short-term securities with remaining maturities of sixty days or less may be valued at amortized cost, which approximates fair value, and are categorized as Level 2 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of January 31, 2014, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), market discount, partnerships, deferred trustees compensation and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 19,492,224

Gross unrealized depreciation

(1,698,652 )

Net unrealized appreciation (depreciation) on securities and other investments

$ 17,793,572

 

 

Tax cost

$ 29,040,676

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Repurchase Agreements. Pursuant to an Exemptive Order issued by the SEC, the Fund along with other registered investment companies having management contracts with FMR, or other affiliated entities of FMR, are permitted to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements.

Semiannual Report

3. Significant Accounting Policies - continued

Repurchase Agreements - continued

The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements may be collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,546,198 and $3,200,432, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Low-Priced Stock as compared to its benchmark index, the Russell 2000® Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .61% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Low-Priced Stock. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets
*

Low-Priced Stock

$ 21,914

.15

Class K

3,688

.05

 

$ 25,602

 

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $104 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $38 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $21,209. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $5,029, including $317 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $240 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $278.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
January 31,
2014

Year ended
July 31,
2013

From net investment income

 

 

Low-Priced Stock

$ 232,537

$ 284,865

Class K

140,078

147,559

Total

$ 372,615

$ 432,424

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

9. Distributions to Shareholders - continued

Six months ended
January 31,
2014

Year ended
July 31,
2013

From net realized gain

 

 

Low-Priced Stock

$ 1,731,108

$ 1,338,102

Class K

922,644

613,045

Total

$ 2,653,752

$ 1,951,147

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended January 31,
2014

Year ended
July 31,
2013

Six months ended
January 31,
2014

Year ended
July 31,
2013

Low-Priced Stock

 

 

 

 

Shares sold

51,071

82,702

$ 2,468,429

$ 3,528,018

Reinvestment of distributions

39,938

39,316

1,842,708

1,538,529

Shares redeemed

(52,156 )

(130,273 )

(2,512,874 )

(5,369,278 )

Net increase (decrease)

38,853

(8,255 )

$ 1,798,263

$ (302,731 )

Class K

 

 

 

 

Shares sold

40,479

90,911

$ 1,958,366

$ 3,784,904

Reinvestment of distributions

23,051

19,455

1,062,722

760,604

Shares redeemed

(28,861 )

(62,464 )

(1,389,050 )

(2,613,716 )

Net increase (decrease)

34,669

47,902

$ 1,632,038

$ 1,931,792

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Semiannual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Puritan Trust and the Shareholders of Fidelity Low-Priced Stock Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Low-Priced Stock Fund (a fund of Fidelity Puritan Trust) at January 31, 2014, the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Low-Priced Stock Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at January 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

March 18, 2014

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan.) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

LPS-K-USAN-0314
1.863397.105

Fidelity ®

Low-Priced Stock Fund

Semiannual Report

January 31, 2014

(Fidelity Cover Art)


Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

(Click Here)

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov . A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2013 to January 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
August 1, 2013

Ending
Account Value
January 31, 2014

Expenses Paid
During Period
*
August 1, 2013
to January 31, 2014

Low-Priced Stock

.77%

 

 

 

Actual

 

$ 1,000.00

$ 1,071.80

$ 4.02

Hypothetical A

 

$ 1,000.00

$ 1,021.32

$ 3.92

Class K

.67%

 

 

 

Actual

 

$ 1,000.00

$ 1,072.50

$ 3.50

Hypothetical A

 

$ 1,000.00

$ 1,021.83

$ 3.41

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report


Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Next PLC

3.7

2.9

UnitedHealth Group, Inc.

3.6

3.9

Seagate Technology

3.4

2.9

Microsoft Corp.

2.6

2.4

Best Buy Co., Inc.

1.7

1.7

Ross Stores, Inc.

1.5

1.6

Metro, Inc. Class A (sub. vtg.)

1.4

1.8

Barratt Developments PLC

1.1

1.0

Unum Group

1.1

1.2

Oracle Corp.

1.1

1.1

 

21.2

Top Five Market Sectors as of January 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

24.8

26.1

Information Technology

18.9

17.3

Financials

11.1

10.9

Health Care

8.3

9.2

Consumer Staples

7.7

8.4

Asset Allocation (% of fund's net assets)

As of January 31, 2014 *

As of July 31, 2013 **

PUR897951

Stocks 85.6%

 

PUR897951

Stocks 87.4%

 

PUR897971

Bonds 0.3%

 

PUR897971

Bonds 0.3%

 

PUR897974

Convertible
Securities 0.0%

 

PUR897974

Convertible
Securities 0.0%

 

PUR897958

Short-Term
Investments and
Net Other Assets (Liabilities) 14.1%

 

PUR897958

Short-Term
Investments and
Net Other Assets (Liabilities) 12.3%

 

* Foreign investments

39.6%

 

** Foreign investments

37.7%

 

Amount represents less than 0.1%

PUR897995

Semiannual Report


Investments January 31, 2014

Showing Percentage of Net Assets

Common Stocks - 85.5%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 24.8%

Auto Components - 1.5%

Allison Transmission Holdings, Inc.

636,800

$ 18,295

ASTI Corp. (e)

1,350,000

2,797

ATLASBX Co. Ltd.

270,000

10,127

Federal Screw Works (a)

50,000

130

Hi-Lex Corp.

1,200,000

28,550

INZI Controls Co. Ltd. (e)

1,516,000

6,313

Johnson Controls, Inc.

7,500,000

345,900

Martinrea International, Inc.

75,000

627

Motonic Corp. (e)

3,299,900

34,716

Murakami Corp. (e)

760,000

10,295

Nippon Seiki Co. Ltd.

2,800,000

52,516

Piolax, Inc. (e)

1,000,000

37,707

Samsung Climate Control Co. Ltd. (e)

460,050

3,430

Sewon Precision Industries Co. Ltd. (e)

500,000

12,575

Shoei Co. Ltd.

625,000

8,650

SJM Co. Ltd. (e)

1,270,000

11,787

SJM Holdings Co. Ltd. (e)

1,332,974

6,099

Standard Motor Products, Inc.

500,000

16,355

Strattec Security Corp. (e)

330,000

18,068

Sungwoo Hitech Co. Ltd.

1,100,000

15,574

TBK Co. Ltd.

627,000

3,592

Yachiyo Industry Co. Ltd.

1,000,000

7,796

Yutaka Giken Co. Ltd. (e)

1,482,000

37,903

 

689,802

Distributors - 0.2%

Chori Co. Ltd.

46,600

524

Doshisha Co. Ltd. (e)

1,925,000

25,767

Educational Development Corp. (e)

386,892

1,385

Nakayamafuku Co. Ltd.

811,100

6,446

SPK Corp.

222,800

4,122

Uni-Select, Inc. (e)

2,025,000

50,891

 

89,135

Diversified Consumer Services - 0.6%

Capella Education Co.

28,489

1,777

Career Education Corp. (a)(e)

6,720,000

36,557

Clip Corp. (e)

328,600

3,307

Corinthian Colleges, Inc. (a)(d)

3,600,000

5,292

DeVry, Inc.

700,000

25,298

Houghton Mifflin Harcourt Co.

400,000

7,696

ITT Educational Services, Inc. (a)

100,000

2,940

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Diversified Consumer Services - continued

Meiko Network Japan Co. Ltd.

1,000,000

$ 10,963

Regis Corp.

1,826,005

22,515

Shingakukai Co. Ltd.

200,000

789

Shuei Yobiko Co. Ltd.

125,000

407

Steiner Leisure Ltd. (a)(e)

1,600,000

78,416

Step Co. Ltd. (e)

1,300,000

10,144

Weight Watchers International, Inc. (e)

3,250,000

87,848

YBM Sisa.com, Inc. (e)

900,000

3,140

 

297,089

Hotels, Restaurants & Leisure - 1.3%

Ambassadors Group, Inc. (e)

1,770,356

8,799

ARK Restaurants Corp. (e)

224,895

4,900

Brinker International, Inc.

429,119

20,752

BRONCO BILLY Co. Ltd. (d)

65,000

1,173

CEC Entertainment, Inc. (e)

1,500,000

80,940

Darden Restaurants, Inc.

1,000,000

49,440

Flanigan's Enterprises, Inc. (a)

60,357

860

Hiday Hidaka Corp. (e)

1,265,980

30,480

Ibersol SGPS SA

575,000

5,351

Intralot SA

1,250,000

3,287

Jack in the Box, Inc. (a)(e)

2,500,000

126,425

Kura Corp. Ltd.

775,000

12,890

Monogatari Corp. (The)

100,000

3,037

Ohsho Food Service Corp.

625,000

20,497

Papa John's International, Inc.

1,000,000

48,130

Ruby Tuesday, Inc. (a)(e)

6,200,000

34,720

Shinsegae Food Co. Ltd.

17,000

1,339

Sonic Corp. (a)(e)

5,100,000

90,729

Sportscene Group, Inc. Class A (e)

400,000

2,949

St. Marc Holdings Co. Ltd.

475,000

22,620

Toridoll.Corporation

1,850,000

15,921

 

585,239

Household Durables - 3.1%

Abbey PLC (e)

2,150,000

31,317

Barratt Developments PLC (e)

84,000,199

522,801

Bellway PLC

5,000,000

127,731

Blyth, Inc. (d)

450,000

4,221

D.R. Horton, Inc. (d)

6,200,000

145,576

Dorel Industries, Inc. Class B (sub. vtg.) (d)

3,250,000

118,123

Emak SpA

4,000,000

4,408

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Household Durables - continued

First Juken Co. Ltd. (e)

1,690,000

$ 22,809

Helen of Troy Ltd. (a)(e)

3,190,000

175,578

Henry Boot PLC

6,477,811

23,055

HTL International Holdings Ltd. (e)

29,000,500

6,535

Maruzen Co. Ltd. (e)

1,918,000

18,710

NACCO Industries, Inc. Class A

310,000

18,302

P&F Industries, Inc. Class A (a)(e)

369,300

2,689

Sanei Architecture Planning Co. Ltd. (e)

1,461,000

12,112

Stanley Furniture Co., Inc. (a)(e)

1,289,638

4,901

Steinhoff International Holdings Ltd.

3,102,497

12,788

Tempur Sealy International, Inc. (a)(e)

3,250,000

160,193

Token Corp. (e)

1,000,000

46,277

 

1,458,126

Internet & Catalog Retail - 0.1%

Belluna Co. Ltd. (e)

10,200,000

48,997

NutriSystem, Inc.

100,000

1,422

PetMed Express, Inc. (d)

100,000

1,323

Wotif.com Holdings Ltd. (d)

1,000,000

2,131

 

53,873

Leisure Equipment & Products - 0.2%

Accell Group NV (e)

2,417,500

44,995

Fenix Outdoor AB

35,000

1,453

Giant Manufacturing Co. Ltd.

1,000,555

6,310

JAKKS Pacific, Inc. (d)(e)

1,300,000

7,488

Kabe Husvagnar AB (B Shares)

287,010

5,520

Mars Engineering Corp.

400,000

7,632

Miroku Corp. (e)

850,000

2,455

Smith & Wesson Holding Corp. (a)(d)

1,200,000

15,708

Trigano SA (a)

160,000

4,070

 

95,631

Media - 0.6%

Chime Communications PLC

4,500,000

25,688

Cinderella Media Group Ltd.

14,224,000

5,753

DreamWorks Animation SKG, Inc. Class A (a)

1,600,000

53,984

Gannett Co., Inc.

750,000

20,648

GFK AG

175,000

9,618

Harte-Hanks, Inc.

1,150,000

7,878

Hyundai Hy Communications & Networks Co. Ltd.

1,400,000

7,289

Intage Holdings, Inc. (e)

2,060,000

27,662

Live Nation Entertainment, Inc. (a)

1,400,000

29,778

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Media - continued

Pico Far East Holdings Ltd.

22,000,000

$ 6,319

Proto Corp.

500,000

6,993

RKB Mainichi Broadcasting Corp.

240,000

2,852

Saga Communications, Inc. Class A

475,000

23,437

Starz - Liberty Capital Series A (a)

350,000

9,793

STW Group Ltd.

3,200,000

4,059

Tow Co. Ltd. (d)(e)

1,223,000

8,527

TVA Group, Inc. Class B (non-vtg.) (a)

2,000,400

17,629

 

267,907

Multiline Retail - 3.9%

Big Lots, Inc. (a)

2,000,000

53,580

Don Quijote Holdings Co. Ltd.

600,000

36,776

Hanwha Timeworld Co. Ltd. (e)

340,990

9,778

Lifestyle International Holdings Ltd.

3,193,000

5,725

Next PLC (e)

16,650,000

1,710,668

Watts Co. Ltd. (e)

1,395,000

12,002

Zakkaya Bulldog Co. Ltd. (a)

400,000

788

 

1,829,317

Specialty Retail - 10.8%

Aarons, Inc. Class A

500,000

13,445

ABC-MART, Inc.

135,000

5,837

Abercrombie & Fitch Co. Class A (e)

7,639,000

270,268

Adastria Holdings Co. Ltd.

635,150

16,676

Aeropostale, Inc. (a)(d)(e)

8,177,100

57,649

Ascena Retail Group, Inc. (a)

250,000

4,690

AT-Group Co. Ltd.

1,199,000

21,375

AutoZone, Inc. (a)

900,000

445,554

Bed Bath & Beyond, Inc. (a)

6,600,000

421,410

Best Buy Co., Inc. (e)

33,350,000

785,059

BMTC Group, Inc. Class A (sub. vtg.) (e)

5,600,000

69,588

Bonia Corp. Bhd

350,000

358

Buffalo Co. Ltd.

13,000

107

Cash Converters International Ltd. (e)

23,875,669

18,214

Chico's FAS, Inc.

1,700,000

28,220

Citi Trends, Inc. (a)

250,000

4,000

CST Brands, Inc.

2,150,000

68,650

Delek Automotive Systems Ltd.

251,935

2,612

Express, Inc. (a)

1,500,000

25,980

Folli Follie SA (a)(e)

4,400,000

132,631

Fourlis Holdings SA (a)

500,000

2,724

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Francesca's Holdings Corp. (a)

1,200,000

$ 22,800

GameStop Corp. Class A (e)

6,000,000

210,420

Glentel, Inc. (e)

2,227,056

26,095

Goldlion Holdings Ltd.

11,535,000

5,408

Guess?, Inc. (e)

8,488,100

238,091

Gulliver International Co. Ltd. (e)

6,800,000

48,560

Halfords Group PLC

1,350,000

10,175

Hour Glass Ltd.

36,000

46

IA Group Corp. (e)

875,000

6,065

John David Group PLC

700,000

18,573

Jos. A. Bank Clothiers, Inc. (a)(e)

2,600,000

146,172

Jumbo SA (a)(e)

11,250,100

191,180

K's Denki Corp.

2,950,000

78,508

Ku Holdings Co. Ltd.

375,000

5,150

Kyoto Kimono Yuzen Co. Ltd. (e)

1,719,000

18,167

Le Chateau, Inc. Class A (sub. vtg.) (a)

2,022,600

5,266

Leon's Furniture Ltd.

350,000

4,689

Lewis Group Ltd.

700,000

3,756

Macintosh Retail Group NV

200,000

2,267

MarineMax, Inc. (a)

150,000

2,213

Mr. Bricolage SA (e)

1,038,775

14,500

Nafco Co. Ltd. (e)

2,275,100

34,938

Nishimatsuya Chain Co. Ltd. (e)

5,100,000

40,278

Office Depot, Inc. (a)

2,300,000

11,247

Pal Co. Ltd. (e)

1,600,000

30,583

Pier 1 Imports, Inc.

1,600,000

30,576

RIGHT ON Co. Ltd.

400,000

2,783

Ross Stores, Inc.

10,000,000

679,100

Second Chance Properties Ltd.

3,000,000

1,020

Second Chance Properties Ltd. warrants 7/24/17 (a)

9,000,000

383

Select Comfort Corp. (a)

1,500,000

24,555

Sonic Automotive, Inc. Class A (sub. vtg.)

950,000

21,309

Staples, Inc.

26,150,000

344,134

The Buckle, Inc. (d)

850,000

37,672

The Men's Wearhouse, Inc.

200,000

9,608

The Stanley Gibbons Group PLC

1,216,500

7,469

USS Co. Ltd.

15,000,000

204,925

Williams-Sonoma, Inc.

200,000

10,904

Workman Co. Ltd. (e)

1,471,700

55,124

 

4,999,756

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - 2.5%

Adolfo Dominguez SA (a)(d)

350,000

$ 2,969

Bijou Brigitte Modische Accessoires AG

45,000

4,487

Crocs, Inc. (a)

1,000,000

15,350

Daphne Interl Holdings Ltd.

100,000

51

Deckers Outdoor Corp. (a)(d)

600,000

46,770

F&F Co. Ltd. (e)

825,000

5,492

Fossil Group, Inc. (a)

2,350,000

262,801

Geox SpA (d)

3,850,000

15,567

Gildan Activewear, Inc. (e)

7,600,000

405,197

Hampshire Group Ltd. (a)(e)

920,000

3,036

Handsome Co. Ltd. (e)

2,436,150

64,594

JLM Couture, Inc. (a)(e)

197,100

510

Ports Design Ltd.

10,000,000

7,187

Skechers U.S.A., Inc. Class A (sub. vtg.) (a)

700,000

20,223

Steven Madden Ltd. (a)

585,000

19,065

Sun Hing Vision Group Holdings Ltd. (e)

23,939,000

7,400

Texwinca Holdings Ltd.

60,000,000

57,575

Tungtex Holdings Co. Ltd. (e)

26,400,000

3,774

Van de Velde

75,000

3,756

Vera Bradley, Inc. (a)(d)

1,768,000

42,467

Victory City International Holdings Ltd.

64,642,428

9,825

Youngone Corp.

650,000

23,143

Youngone Holdings Co. Ltd. (e)

929,000

61,934

Yue Yuen Industrial (Holdings) Ltd.

20,000,000

61,825

 

1,144,998

TOTAL CONSUMER DISCRETIONARY

11,510,873

CONSUMER STAPLES - 7.7%

Beverages - 1.0%

Baron de Ley SA (a)

175,000

15,695

C&C Group PLC

1,211,938

6,865

Constellation Brands, Inc. Class A (sub. vtg.) (a)

3,000,000

230,010

Monster Beverage Corp. (a)

2,700,000

183,330

Muhak Co. Ltd. (e)

2,699,502

46,205

National Beverage Corp.

100,000

2,073

Spritzer Bhd

136,500

64

 

484,242

Food & Staples Retailing - 4.9%

Alimentation Couche-Tard, Inc. Class A (multi-vtg.)

25,000

1,846

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Food & Staples Retailing - continued

Aoki Super Co. Ltd.

100,000

$ 843

Belc Co. Ltd. (e)

2,086,000

37,516

Cosmos Pharmaceutical Corp. (e)

1,850,000

231,439

Create SD Holdings Co. Ltd. (e)

2,227,000

74,686

Daikokutenbussan Co. Ltd.

700,000

19,344

Dong Suh Companies, Inc.

4,825,012

72,354

Fyffes PLC (Ireland) (e)

29,738,000

35,295

Genky Stores, Inc. (d)(e)

240,000

5,382

Greggs PLC (e)

9,900,000

82,268

Halows Co. Ltd. (e)

1,625,700

19,531

Kusuri No Aoki Co. Ltd. (d)

275,000

14,512

Majestic Wine PLC

325,000

2,639

MARR SpA

475,000

7,508

Marukyu Co. Ltd.

321,600

3,752

Maxvalu Nishinihon Co. Ltd.

25,000

358

Metro, Inc. Class A (sub. vtg.) (d)(e)

10,925,833

627,935

Qol Co. Ltd.

1,487,000

8,548

Safeway, Inc. (e)

13,000,000

406,120

San-A Co. Ltd.

750,000

21,217

Shoppers Drug Mart Corp.

4,900,000

258,254

Sligro Food Group NV

1,800,000

71,349

Sundrug Co. Ltd.

2,460,000

103,127

Tesco PLC

11,000,000

57,805

Total Produce PLC

10,000,000

12,003

Walgreen Co.

330,000

18,926

Welcia Holdings Co. Ltd.

340,987

19,676

Yaoko Co. Ltd.

936,400

38,697

 

2,252,930

Food Products - 1.5%

Aryzta AG

1,850,000

145,588

Cranswick PLC

705,212

15,314

Darling International, Inc. (a)

1,250,000

24,450

Dean Foods Co. (a)

4,025,000

63,595

Dutch Lady Milk Industries Bhd

100,000

1,389

Food Empire Holdings Ltd. (e)

52,500,000

20,976

Fresh Del Monte Produce, Inc. (e)

6,300,000

166,698

Hillshire Brands Co.

200,000

7,124

Hilton Food Group PLC

812,773

6,146

Lifeway Foods, Inc.

42,766

600

Nam Yang Dairy Products

11,000

8,850

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Food Products - continued

Pacific Andes International Holdings Ltd.

82,489,308

$ 3,347

Pacific Andes Resources Development Ltd.

129,316,774

13,968

Patties Food Ltd.

2,700,000

3,268

President Rice Products PCL

1,250,000

1,459

Rocky Mountain Chocolate Factory, Inc. (e)

496,882

5,774

Samyang Genex Co. Ltd.

93,060

7,742

Samyang Holdings Corp.

44,250

2,802

Seaboard Corp. (a)

47,600

121,380

Select Harvests Ltd. (e)

5,407,414

27,270

Sunjin Co. Ltd. (e)

813,630

19,834

Synear Food Holdings Ltd. (a)

39,000,000

5,682

United Food Holdings Ltd. (a)

22,400,000

876

 

674,132

Household Products - 0.0%

McBride PLC

300,000

503

Personal Products - 0.3%

Atrium Innovations, Inc. (a)

1,480,000

31,866

Avon Products, Inc.

700,000

10,423

Blackmores Ltd.

5,000

96

Coty, Inc. Class A

3,500,000

47,215

Nutraceutical International Corp. (a)(e)

1,143,504

28,633

Oriflame Cosmetics SA SDR (d)

10,000

276

Sarantis SA (e)

2,349,000

21,068

USANA Health Sciences, Inc. (a)

400,000

23,948

 

163,525

Tobacco - 0.0%

Karelia Tobacco Co., Inc.

2,452

628

Swedish Match Co. AB

200,000

5,861

 

6,489

TOTAL CONSUMER STAPLES

3,581,821

ENERGY - 4.5%

Energy Equipment & Services - 1.8%

AKITA Drilling Ltd. Class A (non-vtg.)

1,777,000

23,757

Boustead Singapore Ltd.

3,991,000

5,168

Cal Dive International, Inc. (a)(d)(e)

6,624,500

10,864

Cathedral Energy Services Ltd.

1,601,600

6,572

Divestco, Inc. (a)(e)

3,500,000

440

Farstad Shipping ASA (e)

3,200,000

66,014

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Energy Equipment & Services - continued

Forum Energy Technologies, Inc. (a)

400,000

$ 10,048

Fugro NV (Certificaten Van Aandelen)

1,600,027

83,761

Key Energy Services, Inc. (a)

1,000,000

7,290

Oil States International, Inc. (a)

2,000,000

187,900

Patterson-UTI Energy, Inc.

710,400

18,250

Petrofac Ltd.

10,000

190

Precision Drilling Corp. (d)

5,400,000

48,339

ProSafe ASA

8,900,000

59,164

Rowan Companies PLC (a)

680,700

21,354

Shinko Plantech Co. Ltd.

1,600,000

11,914

Solstad Offshore ASA

1,150,000

21,159

Total Energy Services, Inc. (e)

2,500,000

43,547

Unit Corp. (a)(e)

4,050,000

202,379

 

828,110

Oil, Gas & Consumable Fuels - 2.7%

Adams Resources & Energy, Inc.

158,951

10,573

Alvopetro Energy Ltd. (a)

500,000

494

Beach Energy Ltd.

15,411,927

19,201

Eni SpA

20,100,000

456,444

Fuji Kosan Co. Ltd. (e)

665,800

4,387

Fuji Oil Co. Ltd. (e)

6,050,000

19,836

Great Eastern Shipping Co. Ltd.

4,800,000

22,485

Hankook Shell Oil Co. Ltd. (e)

68,000

23,803

HollyFrontier Corp.

318,000

14,723

Marathon Oil Corp.

4,807,700

157,644

Michang Oil Industrial Co. Ltd. (e)

173,900

11,496

Newfield Exploration Co. (a)

1,806,900

44,757

Peabody Energy Corp.

3,000,000

51,150

Stone Energy Corp. (a)

1,083,500

33,534

Swift Energy Co. (a)(d)(e)

4,339,000

53,717

Tesoro Corp.

2,000,000

103,040

The Williams Companies, Inc.

328,400

13,297

Tsakos Energy Navigation Ltd.

400,000

2,720

Uehara Sei Shoji Co. Ltd.

975,000

4,376

Ultra Petroleum Corp. (a)(d)

400,000

9,580

W&T Offshore, Inc. (e)

5,000,000

71,600

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

World Fuel Services Corp.

2,280,022

$ 97,403

WPX Energy, Inc. (a)

1,079,800

20,570

 

1,246,830

TOTAL ENERGY

2,074,940

FINANCIALS - 10.8%

Capital Markets - 0.2%

AllianceBernstein Holding LP

665,000

14,856

Federated Investors, Inc. Class B (non-vtg.) (d)

585,000

15,731

GFI Group, Inc.

6,000,000

22,800

State Street Corp.

380,000

25,441

Tullett Prebon PLC

1,500,000

8,187

 

87,015

Commercial Banks - 1.4%

ACNB Corp. (d)

75,000

1,496

Bank of Ireland (a)

416,000,000

164,368

BBCN Bancorp, Inc.

2,500,000

37,625

Camden National Corp.

41,968

1,484

Cathay General Bancorp

3,400,000

79,900

Codorus Valley Bancorp, Inc. (e)

300,000

6,306

Customers Bancorp, Inc. (a)

250,000

5,070

Dimeco, Inc.

29,140

1,282

Eagle Bancorp, Inc., Maryland

550,000

18,288

East West Bancorp, Inc.

3,100,000

103,726

Farmers & Merchants Bancorp, Inc.

33,736

811

First Bancorp, Puerto Rico (a)

9,428,572

46,106

First West Virginia Bancorp, Inc.

20,000

335

LCNB Corp.

356,635

6,280

North Valley Bancorp (a)(e)

425,000

9,932

Northrim Bancorp, Inc. (e)

500,000

12,010

Norwood Financial Corp.

120,278

3,607

OFG Bancorp (d)(e)

2,504,542

36,516

Pacific Premier Bancorp, Inc. (a)(e)

950,000

15,077

Popular, Inc. (a)

1,800,000

47,520

SpareBank 1 SR-Bank ASA (primary capital certificate) (a)

1,250,000

12,097

Sparebanken More (primary capital certificate) (d)

200,034

6,692

Sparebanken Nord-Norge (d)

1,800,000

10,581

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Commercial Banks - continued

Sterling Bancorp

1,200,000

$ 15,120

Sterling Financial Corp.

600,000

18,900

 

661,129

Consumer Finance - 0.2%

Aeon Credit Service (Asia) Co. Ltd.

14,500,000

12,700

Albemarle & Bond Holdings PLC (e)

3,336,670

566

EZCORP, Inc. (non-vtg.) Class A (a)

473,003

5,194

Green Dot Corp. Class A (a)(d)(e)

2,000,000

45,040

H&T Group PLC

650,000

1,731

Nicholas Financial, Inc.

236,175

3,727

Santander Consumer U.S.A. Holdings, Inc.

1,300,000

33,319

 

102,277

Diversified Financial Services - 0.3%

Credit Analysis & Research Ltd.

50,000

558

ING U.S., Inc.

3,200,000

108,064

Newship Ltd. (a)

2,500

1,027

NICE Holdings Co. Ltd.

1,175,000

14,989

NICE Information Service Co. Ltd.

2,800,000

7,734

Ricoh Leasing Co. Ltd.

550,000

14,666

The NASDAQ Stock Market, Inc.

400,000

15,260

 

162,298

Insurance - 7.8%

Admiral Group PLC

550,000

13,065

AEGON NV

57,500,000

501,203

AFLAC, Inc.

360,000

22,601

Amlin PLC

2,050,000

14,093

APRIL (e)

2,775,000

62,502

Assurant, Inc. (e)

5,250,000

343,088

Axis Capital Holdings Ltd. (e)

7,940,200

357,468

CNO Financial Group, Inc.

1,200,000

20,328

Endurance Specialty Holdings Ltd. (e)

2,600,000

136,214

FBD Holdings PLC

175,000

4,201

Genworth Financial, Inc. Class A (a)

20,000,000

295,000

Hartford Financial Services Group, Inc.

8,000,000

266,000

HCC Insurance Holdings, Inc.

550,000

23,601

Lincoln National Corp.

8,350,000

401,051

Meadowbrook Insurance Group, Inc.

1,700,000

10,302

MetLife, Inc.

900,000

44,145

National Interstate Corp.

951,107

21,466

National Western Life Insurance Co. Class A

148,870

32,476

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Insurance - continued

Primerica, Inc.

600,000

$ 25,278

Progressive Corp.

600,000

13,944

Protective Life Corp.

1,500,000

73,515

RenaissanceRe Holdings Ltd. (e)

3,100,000

281,201

Torchmark Corp.

567,000

42,610

Unum Group (e)

16,200,000

521,640

Validus Holdings Ltd.

1,900,000

68,248

 

3,595,240

Real Estate Investment Trusts - 0.3%

Annaly Capital Management, Inc.

6,000,000

64,620

Aviv REIT, Inc.

200,000

4,878

Cedar Shopping Centers, Inc.

2,000,000

12,620

Corrections Corp. of America

500,000

16,785

Melcor Real Estate Investment Trust (e)

870,000

8,054

Nieuwe Steen Investments NV

90,000

534

Northwest Healthcare Properties REIT

1,300,000

12,081

Tanger Factory Outlet Centers, Inc.

150,000

5,007

 

124,579

Real Estate Management & Development - 0.2%

Devine Ltd. (a)

2,125,000

1,516

Relo Holdings Corp. (e)

1,405,700

73,163

Tejon Ranch Co. (a)

150,000

5,118

Tejon Ranch Co. warrants 8/31/16 (a)

22,157

90

 

79,887

Thrifts & Mortgage Finance - 0.4%

BofI Holding, Inc. (a)

200,000

16,550

Genworth MI Canada, Inc. (e)

5,650,000

168,980

New Hampshire Thrift Bancshare

125,000

1,865

 

187,395

TOTAL FINANCIALS

4,999,820

HEALTH CARE - 8.3%

Biotechnology - 0.8%

Amgen, Inc.

3,000,000

356,850

Apex Biotechnology Corp.

1,300,000

2,874

 

359,724

Health Care Equipment & Supplies - 1.2%

Arts Optical International Holdings Ltd. (e)

33,970,640

8,576

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Atrion Corp.

10,000

$ 2,672

Audika SA (a)

301,500

4,168

Boston Scientific Corp. (a)

1,200,000

16,236

CareFusion Corp. (a)

400,000

16,308

DiaSorin S.p.A.

5,000

225

Exactech, Inc. (a)

50,000

1,114

Hoshiiryou Sanki Co. Ltd. (e)

355,700

11,133

Huvitz Co. Ltd. (e)

970,000

13,487

Invacare Corp.

900,000

18,162

Medical Action Industries, Inc. (a)(e)

1,050,000

7,791

Microlife Corp.

2,450,000

6,526

Nakanishi, Inc.

250,000

37,451

Prim SA (e)

1,734,000

13,400

ResMed, Inc. (d)

350,000

15,264

Smith & Nephew PLC

100,000

1,438

Span-America Medical System, Inc. (e)

289,000

5,734

St. Jude Medical, Inc.

2,500,000

151,825

Supermax Corp. Bhd

7,000,000

6,083

Techno Medica Co. Ltd.

25,000

517

Top Glove Corp. Bhd

1,000,000

1,642

Utah Medical Products, Inc. (e)

425,000

22,610

Zimmer Holdings, Inc.

2,000,000

187,940

 

550,302

Health Care Providers & Services - 5.6%

A/S One Corp.

250,000

5,687

Aetna, Inc.

5,150,000

351,900

Almost Family, Inc. (a)(e)

936,814

28,489

Amedisys, Inc. (a)

1,462,500

22,069

Bio-Reference Laboratories, Inc. (a)(d)

325,000

8,739

Diversicare Healthcare Services, Inc. (e)

351,269

1,837

DVx, Inc. (e)

421,200

7,497

Grupo Casa Saba SA de CV sponsored ADR (a)

1,263,900

7,371

Hanger, Inc. (a)

100,000

3,381

Hi-Clearance, Inc.

300,000

881

LHC Group, Inc. (a)(e)

1,895,000

43,471

Medica Sur SA de CV

400,500

1,288

MEDNAX, Inc. (a)

200,000

11,128

National Healthcare Corp.

6,700

348

Patterson Companies, Inc.

400,000

15,984

Pelion SA (e)

650,000

18,250

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Providers & Services - continued

PharMerica Corp. (a)

700,000

$ 17,038

The Ensign Group, Inc.

555,000

23,266

Triple-S Management Corp. (a)(e)

2,479,834

44,240

Tsukui Corp.

1,200,000

11,155

U.S. Physical Therapy, Inc.

500,000

15,755

United Drug PLC (United Kingdom)

10,533,719

61,612

UnitedHealth Group, Inc.

22,700,000

1,640,756

Universal American Spin Corp.

1,149,990

8,107

Wellcare Health Plans, Inc. (a)

825,000

53,716

WellPoint, Inc.

2,250,000

193,500

WIN-Partners Co. Ltd. (e)

1,525,100

14,999

 

2,612,464

Health Care Technology - 0.0%

Arrhythmia Research Technology, Inc. (a)(e)

271,041

1,206

ND Software Co. Ltd. (e)

725,000

15,245

Quality Systems, Inc.

500,000

9,205

 

25,656

Life Sciences Tools & Services - 0.0%

CMIC Co. Ltd.

25,000

324

Pharmaceuticals - 0.7%

AbbVie, Inc.

250,000

12,308

Bliss Gvs Pharma Ltd.

2,972,500

2,229

Daewon Pharmaceutical Co. Ltd. (e)

1,635,165

18,666

Daewoong Co. Ltd.

185,040

6,832

DongKook Pharmaceutical Co. Ltd. (e)

671,226

21,330

Endo Health Solutions, Inc. (a)(d)

400,000

26,352

FDC Ltd.

2,750,000

5,355

Fuji Pharma Co. Ltd.

109,300

1,968

Ildong Pharmaceutical Co. Ltd. (e)

2,506,600

36,453

Jeil Pharmaceutical Co. (e)

1,484,800

20,102

Kaken Pharmaceutical Co. Ltd.

125,000

2,002

Kwang Dong Pharmaceutical Co. Ltd. (e)

3,100,000

21,229

Mylan, Inc. (a)

450,000

20,435

Recordati SpA

6,200,000

97,082

Torrent Pharmaceuticals Ltd.

100,000

861

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Pharmaceuticals - continued

Tsumura & Co.

575,000

$ 14,179

Whanin Pharmaceutical Co. Ltd. (e)

1,860,000

21,054

 

328,437

TOTAL HEALTH CARE

3,876,907

INDUSTRIALS - 7.5%

Aerospace & Defense - 0.1%

Engility Holdings, Inc. (a)

800,000

30,648

Magellan Aerospace Corp.

615,000

4,738

Textron, Inc.

408,600

14,505

 

49,891

Air Freight & Logistics - 0.3%

Air T, Inc. (e)

244,600

2,770

Hub Group, Inc. Class A (a)

384,708

15,946

Pacer International, Inc. (a)

350,000

3,084

Royal Mail PLC

1,625,000

15,975

Sinwa Ltd. (e)

23,000,000

3,497

UTi Worldwide, Inc.

1,816,935

28,453

Yusen Logistics Co. Ltd. (e)

4,221,500

50,360

 

120,085

Airlines - 0.0%

Republic Airways Holdings, Inc. (a)

1,000,000

9,810

SkyWest, Inc.

750,000

9,758

 

19,568

Building Products - 0.1%

Insteel Industries, Inc.

109,167

2,034

Kingspan Group PLC (Ireland)

800,000

15,283

Kondotec, Inc. (e)

1,675,000

11,570

 

28,887

Commercial Services & Supplies - 1.1%

Aeon Delight Co. Ltd.

475,000

9,574

AJIS Co. Ltd. (e)

538,500

8,961

Asia File Corp. Bhd

2,628,700

4,036

CECO Environmental Corp.

800,000

12,432

Fursys, Inc. (e)

950,000

27,021

Industrial Services of America, Inc. (a)(d)

84,200

265

Iron Mountain, Inc.

275,600

7,279

Knoll, Inc. (e)

3,650,000

60,590

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Commercial Services & Supplies - continued

Mears Group PLC

2,500,000

$ 19,686

Mitie Group PLC (e)

23,773,000

124,667

Moleskine SpA

100,000

229

Moshi Moshi Hotline, Inc.

800,000

8,372

Multi-Color Corp.

400,000

14,384

Nac Co. Ltd. (e)

950,000

15,663

NICE Total Cash Management Co., Ltd. (e)

2,601,400

5,983

Prestige International, Inc.

830,000

8,010

Progressive Waste Solution Ltd. (Canada)

1,032,500

23,732

RPS Group PLC

1,741,256

9,772

Teems, Inc. (e)

130,000

1,412

United Stationers, Inc. (e)

2,431,544

100,739

VICOM Ltd.

3,330,000

14,223

West Corp.

1,173,732

27,137

 

504,167

Construction & Engineering - 1.2%

AECOM Technology Corp. (a)(e)

7,842,100

224,833

Arcadis NV

1,275,000

45,586

Astaldi SpA (d)

2,250,000

21,439

Badger Daylighting Ltd.

813,000

22,622

C-Cube Corp.

47,100

209

Daiichi Kensetsu Corp. (e)

2,085,800

26,930

Engineers India Ltd.

550,000

1,279

EPCO Co. Ltd.

175,000

3,137

Foster Wheeler AG (a)

419,500

12,577

Geumhwa PSC Co. Ltd. (e)

300,000

9,094

Heijmans NV (Certificaten Van Aandelen)

185,000

3,018

Jacobs Engineering Group, Inc. (a)

233,100

14,152

Kier Group PLC (d)

1,096,231

33,897

Koninklijke BAM Groep NV

500,000

2,575

Kyeryong Construction Industrial Co. Ltd. (e)

893,000

7,010

Meisei Industrial Co. Ltd.

1,275,000

5,901

Mirait Holdings Corp.

2,000,000

17,519

Nippon Rietec Co. Ltd.

859,000

6,288

Sanyo Engineering & Construction, Inc.

650,000

3,145

Severfield-Rowen PLC (a)

3,333,333

3,288

Shinnihon Corp.

1,800,000

5,306

Shinsegae Engineering & Construction Co. Ltd. (e)

314,469

2,905

ShoLodge, Inc. (a)(e)

500,627

3

Sterling Construction Co., Inc. (a)(e)

1,630,000

17,637

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Construction & Engineering - continued

Tutor Perini Corp. (a)

1,400,000

$ 31,640

United Integration Services Co. Ltd.

7,000,000

8,932

URS Corp.

416,772

20,922

Vianini Lavori SpA

675,000

4,597

 

556,441

Electrical Equipment - 0.8%

Aichi Electric Co. Ltd.

1,500,000

4,792

Aros Quality Group AB

875,000

10,251

AZZ, Inc. (e)

1,500,000

62,715

Babcock & Wilcox Co.

973,782

33,381

Bharat Heavy Electricals Ltd.

15,500,000

42,711

Chiyoda Integre Co. Ltd.

525,500

10,039

Deswell Industries, Inc.

100,000

238

Dynapack International Technology Corp.

3,200,000

8,623

EnerSys

300,000

20,418

FW Thorpe PLC

5,043,000

11,275

GrafTech International Ltd. (a)

100,000

1,025

Graphite India Ltd.

2,200,000

2,439

Hammond Power Solutions, Inc. Class A

50,000

314

I-Sheng Electric Wire & Cable Co. Ltd. (e)

13,500,000

18,804

Jinpan International Ltd.

377,640

3,006

Korea Electric Terminal Co. Ltd. (e)

700,000

26,697

PK Cables OY

250,000

7,819

Servotronics, Inc.

110,000

871

TKH Group NV unit (e)

2,500,000

85,980

Universal Security Instruments, Inc. (a)(e)

241,255

1,112

 

352,510

Industrial Conglomerates - 0.8%

DCC PLC (United Kingdom) (e)

8,310,000

377,721

Harim Holdings Co. Ltd. (a)

1,000,000

4,050

Reunert Ltd.

1,700,000

9,772

 

391,543

Machinery - 1.7%

Aalberts Industries NV (e)

9,500,000

297,318

Actuant Corp. Class A

500,000

17,110

ASL Marine Holdings Ltd. (e)

29,549,000

16,446

CKD Corp.

1,600,000

16,208

Foremost Income Fund (e)

2,141,103

13,707

Gencor Industries, Inc. (a)

391,000

3,582

Global Brass & Copper Holdings, Inc.

877,300

15,169

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Machinery - continued

Hurco Companies, Inc. (e)

633,500

$ 16,420

Hwacheon Machine Tool Co. Ltd. (e)

219,900

10,388

Hyster-Yale Materials Handling:

Class A

250,000

21,440

Class B

310,000

26,586

Ihara Science Corp. (e)

1,107,500

8,246

Jaya Holdings Ltd. (e)

74,670,000

45,034

Kyowakogyosyo Co. Ltd. (e)

375,000

3,052

Metka SA

825,000

13,130

Mincon Group PLC (a)

2,457,687

3,315

Mirle Automation Corp.

5,009,000

4,424

Nadex Co. Ltd. (e)

960,000

7,604

Nitchitsu Co. Ltd.

127,000

242

Oshkosh Truck Corp.

2,500,000

135,350

S&T Holdings Co. Ltd. (e)

810,000

11,512

Semperit AG Holding

574,137

29,038

SIMPAC, Inc.

583,000

3,805

Takamatsu Machinery Co. Ltd.

370,800

2,059

Takeuchi Manufacturing Co. Ltd. (d)

250,000

7,360

Techno Smart Corp. (e)

1,082,000

4,882

Terex Corp.

399,700

16,388

Tocalo Co. Ltd. (e)

950,000

15,774

Trifast PLC

750,000

986

TriMas Corp. (a)

400,000

13,920

Trinity Industrial Corp.

800,000

3,887

Young Poong Precision Corp. (e)

938,011

8,257

 

792,639

Marine - 0.0%

DryShips, Inc. (a)

2,470,400

8,399

Malibu Boats, Inc. Class A (a)

200,000

3,550

Tokyo Kisen Co. Ltd. (e)

1,000,000

5,638

 

17,587

Professional Services - 0.6%

Akka Technologies SA (e)

1,101,065

34,749

Boardroom Ltd.

3,107,142

1,393

CBIZ, Inc. (a)

1,000,000

8,600

Clarius Group Ltd. (a)

4,245,812

771

CRA International, Inc. (a)(e)

1,016,000

19,162

FTI Consulting, Inc. (a)

364,100

13,497

Hyder Consulting PLC

650,000

6,924

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Professional Services - continued

McMillan Shakespeare Ltd.

25,000

$ 260

SmartPros Ltd.

90,000

216

Sporton International, Inc. (e)

7,000,073

27,752

Stantec, Inc.

2,150,000

130,844

Synergie SA

225,000

5,189

VSE Corp. (e)

530,940

23,420

 

272,777

Road & Rail - 0.4%

Alps Logistics Co. Ltd. (e)

1,723,700

18,220

Con-way, Inc.

193,400

7,440

CSX Corp.

613,800

16,517

Hamakyorex Co. Ltd. (e)

756,000

22,093

Higashi Twenty One Co. Ltd.

61,200

321

Hutech Norin Co. Ltd. (e)

1,043,700

10,164

Quality Distribution, Inc. (a)

949,308

13,053

Roadrunner Transportation Systems, Inc. (a)

600,000

15,750

Sakai Moving Service Co. Ltd. (e)

784,000

26,665

Trancom Co. Ltd. (e)

1,032,400

37,760

Universal Truckload Services, Inc.

205,802

5,970

Vitran Corp., Inc. (a)

640,000

4,140

 

178,093

Trading Companies & Distributors - 0.4%

AddTech AB (B Shares)

1,500,000

23,182

AerCap Holdings NV (a)

445,096

16,553

Goodfellow, Inc. (e)

857,000

7,310

Grafton Group PLC unit

800,000

7,818

Hanwa Co. Ltd.

650,000

3,351

Houston Wire & Cable Co. (e)

1,268,800

16,786

KS Energy Services Ltd. (a)

16,000,000

6,018

Mitani Shoji Co. Ltd.

725,000

15,256

Otec Corp.

150,000

1,047

Parker Corp. (e)

2,623,000

8,578

Richelieu Hardware Ltd. (d)

350,000

14,009

Senshu Electric Co. Ltd. (e)

1,080,000

14,017

Strongco Corp. (a)(e)

1,025,288

3,903

Tanaka Co. Ltd.

44,000

258

TECHNO ASSOCIE Co. Ltd.

268,300

3,128

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Trading Companies & Distributors - continued

Titan Machinery, Inc. (a)(d)

850,000

$ 13,855

Totech Corp. (e)

922,300

7,304

 

162,373

Transportation Infrastructure - 0.0%

Isewan Terminal Service Co. Ltd. (e)

1,550,000

8,663

Meiko Transportation Co. Ltd.

1,000,000

10,026

 

18,689

TOTAL INDUSTRIALS

3,465,250

INFORMATION TECHNOLOGY - 18.9%

Communications Equipment - 0.5%

AAC Technology Holdings, Inc.

100,000

432

Aastra Technologies Ltd. (e)

1,000,000

38,393

Bel Fuse, Inc. Class A

250,000

4,700

Black Box Corp. (e)

1,800,840

49,361

China TechFaith Wireless Communication Technology Ltd. sponsored ADR (a)

1,000,000

1,900

ClearOne, Inc. (a)

210,000

1,926

CommScope Holding Co., Inc.

300,000

5,379

Ixia (a)

674,800

8,631

Juniper Networks, Inc. (a)

286,500

7,624

NETGEAR, Inc. (a)(e)

2,541,700

81,106

Optical Cable Corp.

35,000

137

Parrot SA (a)

150,000

4,123

Polycom, Inc. (a)

654,400

7,807

Tessco Technologies, Inc. (e)

525,000

17,477

 

228,996

Computers & Peripherals - 4.8%

Compal Electronics, Inc.

153,500,000

113,971

Datalink Corp. (a)

1,070,349

15,552

EMC Corp.

859,400

20,832

Hewlett-Packard Co.

6,500,000

188,500

Lexmark International, Inc. Class A (d)

2,000,000

78,380

Logitech International SA (Reg.) (d)

4,400,000

69,398

Quantum Corp. (a)

6,619,000

8,274

Seagate Technology (e)

30,000,000

1,585,800

Silicon Graphics International Corp. (a)

943,200

12,271

Simplo Technology Co. Ltd.

1,845,000

8,442

Super Micro Computer, Inc. (a)(e)

3,079,823

63,321

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - continued

TPV Technology Ltd.

83,622,000

$ 17,341

Western Digital Corp.

600,000

51,702

Xyratex Ltd.

675,000

8,917

 

2,242,701

Electronic Equipment & Components - 3.1%

A&D Co. Ltd. (d)

950,000

5,583

Beijer Electronics AB

125,000

1,278

CDW Corp.

700,000

16,569

Corning, Inc.

1,450,000

24,955

DigiTech Systems Co., Ltd. (a)

725,000

2,263

Dolby Laboratories, Inc. Class A (a)(d)

300,000

12,297

Elec & Eltek International Co. Ltd.

1,800,000

2,933

Elematec Corp. (e)

1,062,400

18,299

Excel Co. Ltd. (e)

909,800

11,103

Fabrinet (a)

100,000

1,847

FLIR Systems, Inc.

700,000

22,204

Hana Microelectronics Co. (For. Reg.)

17,000,000

12,756

Hi-P International Ltd.

21,075,000

8,822

Hon Hai Precision Industry Co. Ltd. (Foxconn)

140,360,000

391,623

Huan Hsin Holdings Ltd. (a)

6,000,000

176

IDIS Holdings Co. Ltd. (e)

764,914

10,738

Image Sensing Systems, Inc. (a)(e)

365,685

1,865

Insight Enterprises, Inc. (a)

1,700,127

35,873

Intelligent Digital Integrated Security Co. Ltd. (e)

937,210

17,371

INTOPS Co. Ltd. (e)

859,900

15,714

Isra Vision AG (e)

438,100

23,623

Jabil Circuit, Inc.

1,146,500

20,603

Kingboard Chemical Holdings Ltd. (e)

92,500,000

207,785

Kingboard Laminates Holdings Ltd.

9,000,000

3,350

Kitagawa Industries Co. Ltd.

100,000

1,088

Lumax International Corp. Ltd.

1,200,000

2,899

Mesa Laboratories, Inc. (e)

310,000

24,884

Multi-Fineline Electronix, Inc. (a)(e)

2,216,107

30,582

Muramoto Electronic Thailand PCL (For. Reg.) (e)

1,548,400

6,702

Nippo Ltd. (e)

893,400

4,252

Orbotech Ltd. (a)

1,825,000

24,802

Pinnacle Technology Holdings Ltd. (e)

8,750,000

16,852

Posiflex Technologies, Inc.

500,250

2,151

Redington India Ltd.

3,110,801

3,240

Rofin-Sinar Technologies, Inc. (a)

86,300

1,994

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Components - continued

ScanSource, Inc. (a)(e)

2,070,000

$ 77,708

Shibaura Electronics Co. Ltd. (e)

777,800

13,354

Sigmatron International, Inc. (a)(e)

396,000

3,683

Store Electronic Systems SA (a)(d)

21,950

447

SYNNEX Corp. (a)(e)

3,505,000

196,806

Taitron Components, Inc. Class A (sub. vtg.) (a)

300,000

360

Tomen Devices Corp. (e)

680,100

12,053

Tomen Electronics Corp. (e)

1,492,400

23,914

Tripod Technology Corp.

300,000

544

UKC Holdings Corp. (e)

1,570,000

25,320

Venture Corp. Ltd.

5,000,000

28,966

VST Holdings Ltd. (e)

149,400,000

38,871

Wireless Telecom Group, Inc. (a)(e)

1,300,000

4,420

XAC Automation Corp. (e)

9,430,000

17,369

 

1,432,891

Internet Software & Services - 0.2%

DeNA Co. Ltd. (d)

500,000

9,601

Gabia, Inc. (e)

1,333,000

7,040

Liquidity Services, Inc. (a)(d)

125,000

2,971

Macromill, Inc.

400,000

3,005

Melbourne IT Ltd. (e)

8,185,000

10,099

Monster Worldwide, Inc. (a)

500,000

3,060

NetGem SA

1,000,000

3,952

Rentabiliweb Group SA (a)

110,000

1,181

SBS Contents Hub Co. Ltd.

200,000

2,826

Softbank Technology Corp. (d)

300,000

4,077

Stamps.com, Inc. (a)

158,798

6,266

UANGEL Corp. (e)

750,000

2,589

ValueClick, Inc. (a)

700,000

15,050

Yahoo!, Inc. (a)

379,200

13,659

 

85,376

IT Services - 4.2%

ALTEN

885,000

39,920

Amdocs Ltd. (e)

8,443,300

365,257

Argo Graphics, Inc.

440,000

7,497

ATOSS Software AG

15,000

587

Calian Technologies Ltd. (e)

778,500

15,720

CGI Group, Inc. Class A (sub. vtg.) (a)

550,000

16,874

Computer Sciences Corp.

4,750,000

286,948

Computer Services, Inc.

265,000

9,023

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

IT Services - continued

CSE Global Ltd. (e)

49,090,000

$ 24,284

Data#3 Ltd.

2,977,359

2,335

Dimerco Data System Corp.

392,000

318

eClerx

1,075,000

20,922

EOH Holdings Ltd. (e)

8,100,000

57,370

Estore Corp.

77,400

837

EVERTEC, Inc.

600,000

14,478

ExlService Holdings, Inc. (a)

341,824

8,597

Genpact Ltd. (a)

600,000

10,182

Groupe Steria SCA

76,441

1,546

Heartland Payment Systems, Inc. (d)(e)

2,000,017

86,221

HIQ International AB

900,000

5,316

Indra Sistemas (d)(e)

16,413,000

290,759

Know IT AB (e)

1,727,000

15,421

Leidos Holdings, Inc. (d)

1,250,000

56,675

Luxoft Holding, Inc.

125,000

4,674

ManTech International Corp. Class A

1,775,000

51,653

Mastek Ltd. (e)

2,025,000

5,625

NCI, Inc. Class A (a)(e)

888,530

5,909

Neustar, Inc. Class A (a)

900,047

30,503

Panasonic Information Systems Co. (e)

625,000

16,923

Rolta India Ltd.

2,699,942

2,770

Science Applications International Corp.

750,000

27,758

Societe Pour L'Informatique Industrielle SA (e)

2,000,000

19,610

Softcreate Co. Ltd.

320,000

3,282

The Western Union Co.

21,700,000

334,180

Total System Services, Inc.

1,000,000

29,880

Vantiv, Inc. (a)

600,000

18,204

VeriFone Systems, Inc. (a)

1,100,000

31,911

 

1,919,969

Office Electronics - 0.2%

Xerox Corp.

10,100,000

109,585

Semiconductors & Semiconductor Equipment - 0.6%

Alpha & Omega Semiconductor Ltd. (a)(e)

2,550,000

18,513

Axell Corp. (d)(e)

925,000

15,729

Broadcom Corp. Class A

462,700

13,770

Lasertec Corp. (d)

700,000

7,427

Leeno Industrial, Inc.

700,000

17,427

Melexis NV (e)

3,350,000

116,071

Miraial Co. Ltd.

216,900

3,219

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Nextchip Co. Ltd. (e)

1,070,110

$ 2,978

Omnivision Technologies, Inc. (a)

1,800,000

27,702

Powertech Technology, Inc.

9,460,000

13,038

Skyworks Solutions, Inc. (a)

263,600

7,974

Telechips, Inc. (e)

1,058,800

3,675

Trio-Tech International (a)(e)

300,000

954

Varitronix International Ltd.

9,000,000

9,784

Y.A.C. Co., Ltd.

300,000

1,592

 

259,853

Software - 5.3%

AdaptIT Holdings Ltd.

4,400,000

2,130

ANSYS, Inc. (a)(e)

5,000,000

392,650

Autodesk, Inc. (a)

197,600

10,127

Axway Software SA

50,000

1,861

Cybernet Systems Co. Ltd. (e)

2,050,000

7,548

Ebix, Inc. (d)(e)

2,450,000

33,271

Exact Holdings NV

740,000

23,758

Geodesic Ltd. (a)(e)

4,873,000

304

ICT Automatisering NV (a)(e)

874,000

5,716

IGE + XAO SA

40,000

3,172

Infomedia Ltd. (e)

16,000,000

8,880

InfoVine Co. Ltd.

120,607

3,462

init innovation in traffic systems AG (d)

10,000

336

Jorudan Co. Ltd. (e)

525,000

3,120

KPIT Cummins Infosystems Ltd. (a)

4,000,000

10,268

KSK Co., Ltd. (e)

641,300

4,161

Micro Focus International PLC

10,000

123

MICROS Systems, Inc. (a)

25,000

1,388

Microsoft Corp.

31,187,700

1,180,454

Net 1 UEPS Technologies, Inc. (a)

725,000

5,800

NIIT Technologies Ltd.

1,949,000

12,564

Nucleus Software Exports Ltd. (a)(e)

2,100,000

6,062

Oracle Corp.

13,822,000

510,032

Parametric Technology Corp. (a)

777,800

27,752

Pro-Ship, Inc.

152,200

2,945

Software AG (Bearer)

3,600,000

133,813

Sword Group (e)

606,398

14,558

Symantec Corp.

608,000

13,017

Synopsys, Inc. (a)

350,000

13,951

Vasco Data Security International, Inc. (a)(e)

3,350,000

25,025

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Software - continued

Vitec Software Group AB

210,000

$ 2,901

Zensar Technologies Ltd.

729,500

4,450

 

2,465,599

TOTAL INFORMATION TECHNOLOGY

8,744,970

MATERIALS - 2.7%

Chemicals - 1.9%

Aditya Birla Chemicals India Ltd. (e)

2,338,600

3,725

C. Uyemura & Co. Ltd. (e)

653,800

30,643

Chase Corp. (e)

904,986

28,616

Core Molding Technologies, Inc. (a)(e)

515,000

6,309

Deepak Fertilisers and Petrochemicals Corp. Ltd. (e)

7,569,000

13,116

Deepak Nitrite Ltd. (e)

650,000

3,125

EcoGreen Fine Chemical Group Ltd. (e)

45,112,000

9,994

FMC Corp.

3,000,000

211,890

Fujikura Kasei Co., Ltd. (e)

3,271,600

18,701

Fuso Chemical Co. Ltd.

227,100

6,079

Gujarat Narmada Valley Fertilizers Co. (e)

11,000,000

12,542

Gujarat State Fertilizers & Chemicals Ltd. (e)

29,000,000

21,568

Honshu Chemical Industry Co. Ltd. (e)

900,000

5,466

Innospec, Inc.

1,000,000

42,840

Intrepid Potash, Inc. (a)(d)

799,300

11,750

KPC Holdings Corp.

43,478

1,855

KPX Chemical Co. Ltd.

163,083

9,860

KPX Green Chemical Co. Ltd.

200,000

890

Kraton Performance Polymers, Inc. (a)

1,100,000

27,511

Mexichem S.A.B. de CV (d)

2,194,537

7,620

Miwon Chemicals Co. Ltd. (a)

55,095

1,720

Miwon Commercial Co. Ltd.

13,819

2,256

Muto Seiko Co. Ltd.

290,700

1,894

Nano Chem Tech, Inc. (a)

25,000

97

Nuplex Industries Ltd.

4,425,000

12,058

OM Group, Inc. (a)(e)

2,000,000

64,680

PolyOne Corp.

550,000

19,558

RPM International, Inc.

400,000

15,868

SK Kaken Co. Ltd.

390,000

24,796

Soda Aromatic Co. Ltd.

250,000

2,574

Soken Chemical & Engineer Co. Ltd. (e)

805,000

8,801

T&K Toka Co. Ltd. (e)

800,000

17,033

Thai Carbon Black PCL (For. Reg.)

13,000,000

8,469

Common Stocks - continued

Shares

Value (000s)

MATERIALS - continued

Chemicals - continued

Thai Rayon PCL (For. Reg.)

3,200,000

$ 2,793

Tronox Ltd. Class A

688,100

15,111

Yara International ASA

4,750,000

195,979

Yip's Chemical Holdings Ltd. (e)

31,002,000

25,117

 

892,904

Construction Materials - 0.1%

Brampton Brick Ltd. Class A (sub. vtg.) (a)

850,700

4,285

Mitani Sekisan Co. Ltd. (e)

1,750,000

20,433

Titan Cement Co. SA (Reg.) (a)

750,000

20,129

 

44,847

Containers & Packaging - 0.3%

Ball Corp.

314,130

16,080

Chuoh Pack Industry Co. Ltd. (e)

510,000

5,207

Kohsoku Corp. (e)

2,097,300

18,381

Samhwa Crown & Closure Co. Ltd.

13,760

308

Sealed Air Corp.

500,000

15,595

Silgan Holdings, Inc.

900,000

41,247

Sonoco Products Co.

383,300

15,861

Starlite Holdings Ltd.

3,000,000

174

The Pack Corp. (e)

1,990,000

34,558

Vidrala SA

50,000

2,477

 

149,888

Metals & Mining - 0.3%

Alconix Corp. (e)

635,500

13,770

Blue Earth Refineries, Inc. (a)

274,309

0

Chubu Steel Plate Co. Ltd.

500,000

2,248

Compania de Minas Buenaventura SA sponsored ADR

2,300,000

28,520

Fortescue Metals Group Ltd.

1,522,536

7,062

Hill & Smith Holdings PLC

2,150,600

19,179

Korea Steel Shapes Co. Ltd.

34,000

1,074

Orosur Mining, Inc. (a)

3,100,000

612

Orvana Minerals Corp. (a)

900,000

525

Pacific Metals Co. Ltd.

4,600,000

16,006

Sherritt International Corp. (d)

1,600,000

4,942

Tohoku Steel Co. Ltd. (e)

755,000

8,358

Tokyo Kohtetsu Co. Ltd. (e)

1,435,000

6,190

Tokyo Tekko Co. Ltd. (e)

4,600,000

16,717

Webco Industries, Inc. (a)

9,122

1,031

 

126,234

Common Stocks - continued

Shares

Value (000s)

MATERIALS - continued

Paper & Forest Products - 0.1%

Cardinal Co. Ltd.

27,600

$ 136

Schweitzer-Mauduit International, Inc.

200,000

9,226

Stella-Jones, Inc. (a)

600,000

14,039

 

23,401

TOTAL MATERIALS

1,237,274

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.1%

Atlantic Tele-Network, Inc.

715,672

41,688

Wireless Telecommunication Services - 0.0%

NII Holdings, Inc. (a)

830,000

2,498

TOTAL TELECOMMUNICATION SERVICES

44,186

UTILITIES - 0.2%

Electric Utilities - 0.1%

Exelon Corp.

1,000,000

29,000

Gas Utilities - 0.1%

Hokuriku Gas Co.

1,800,000

4,874

K&O Energy Group, Inc. (a)

373,200

5,320

Keiyo Gas Co. Ltd.

625,000

3,130

KyungDong City Gas Co. Ltd.

153,670

13,926

Kyungnam Energy Co. Ltd.

157,630

909

 

28,159

Independent Power Producers & Energy Traders - 0.0%

Mega First Corp. Bhd (e)

22,662,000

14,770

Multi-Utilities - 0.0%

CMS Energy Corp.

963,200

26,767

TOTAL UTILITIES

98,696

TOTAL COMMON STOCKS

(Cost $21,843,571)


39,634,737

Nonconvertible Preferred Stocks - 0.1%

 

 

 

 

CONSUMER STAPLES - 0.0%

Food Products - 0.0%

Nam Yang Dairy Products

4,917

1,435

Nonconvertible Preferred Stocks - continued

Shares

Value (000s)

MATERIALS - 0.1%

Construction Materials - 0.1%

Buzzi Unicem SpA (Risparmio Shares)

2,000,000

$ 18,882

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $16,910)


20,317

Corporate Bonds - 0.3%

 

Principal
Amount (000s)

 

Convertible Bonds - 0.0%

ENERGY - 0.0%

Oil, Gas & Consumable Fuels - 0.0%

USEC, Inc. 3% 10/1/14

$ 37,150

13,908

Nonconvertible Bonds - 0.3%

FINANCIALS - 0.3%

Capital Markets - 0.3%

UBS AG London Branch ELN 6/9/14 (f)

98,747

135,230

TOTAL CORPORATE BONDS

(Cost $135,342)


149,138

Money Market Funds - 15.2%

Shares

 

Fidelity Cash Central Fund, 0.10% (b)

6,546,772,570

6,546,773

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

480,341,247

480,341

TOTAL MONEY MARKET FUNDS

(Cost $7,027,114)


7,027,114

Cash Equivalents - 0.0%

Maturity Amount (000s)

Value (000s)

Investments in repurchase agreements in a joint trading account at 0.03%, dated 1/31/14 due 2/3/14 (Collateralized by U.S. Treasury Obligations) #
(Cost $2,942)

$ 2,942

$ 2,942

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $29,025,879)

46,834,248

NET OTHER ASSETS (LIABILITIES) - (1.1)%

(501,270 )

NET ASSETS - 100%

$ 46,332,978

Security Type Abbreviations

ELN

-

Equity-Linked Note

Legend

(a) Non-income producing

(b) Affiliated fund that is generally 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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, 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) Affiliated company

(f) 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 $135,230,000 or 0.3% of net assets.

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement /
Counterparty

Value
(000s)

$2,942,000 due 2/03/14 at 0.03%

BNP Paribas Securities Corp.

$ 1,535

Barclays Capital, Inc.

817

Merrill Lynch, Pierce, Fenner & Smith, Inc.

590

 

$ 2,942

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

$ 3,073

Fidelity Securities Lending Cash Central Fund

5,029

Total

$ 8,102

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

Aalberts Industries NV

$ 239,370

$ -

$ -

$ -

$ 297,318

Aastra Technologies Ltd.

25,843

-

1,195

6,268

38,393

Abbey PLC

23,711

-

-

145

31,317

Abercrombie & Fitch Co. Class A

299,220

55,586

-

2,662

270,268

Accell Group NV

43,841

602

-

-

44,995

Aditya Birla Chemicals India Ltd.

2,707

-

-

34

3,725

AECOM Technology Corp.

256,108

8,605

-

-

224,833

Aeropostale, Inc.

123,720

-

-

-

57,649

Air T, Inc.

2,571

-

-

-

2,770

AJIS Co. Ltd.

7,441

-

-

-

8,961

Akka Technologies SA

22,673

10,918

-

-

34,749

Albemarle & Bond Holdings PLC

5,818

1,227

-

-

566

Alconix Corp.

12,209

-

-

180

13,770

Almost Family, Inc.

17,921

-

-

-

28,489

Alpha & Omega Semiconductor Ltd.

19,508

-

-

-

18,513

Alps Logistics Co. Ltd.

18,309

-

-

285

18,220

Ambassadors Group, Inc.

6,444

-

-

-

8,799

Amdocs Ltd.

328,084

-

3,455

2,206

365,257

ANSYS, Inc.

399,200

-

-

-

392,650

APRIL

51,140

5,538

-

-

62,502

ARK Restaurants Corp.

4,734

-

-

112

4,900

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Arrhythmia Research Technology, Inc.

$ 629

$ -

$ -

$ -

$ 1,206

Arts Optical International Holdings Ltd.

7,534

-

-

110

8,576

ASL Marine Holdings Ltd.

8,850

6,457

-

336

16,446

Assurant, Inc.

284,340

-

-

2,625

343,088

ASTI Corp.

3,128

200

-

-

2,797

Avery Dennison Corp.

284,036

-

292,337

1,914

-

Axell Corp.

17,837

-

-

218

15,729

Axis Capital Holdings Ltd.

345,875

-

-

4,129

357,468

AZZ, Inc.

56,745

-

-

420

62,715

Barratt Developments PLC

416,580

-

-

3,409

522,801

Belc Co. Ltd.

36,624

-

-

399

37,516

Belluna Co. Ltd.

51,620

-

-

601

48,997

Best Buy Co., Inc.

717,045

249,372

8,638

8,055

785,059

Black Box Corp.

48,731

-

-

324

49,361

BMTC Group, Inc. Class A (sub. vtg.)

73,987

-

-

1,089

69,588

C. Uyemura & Co. Ltd.

30,116

-

-

-

30,643

Cal Dive International, Inc.

12,984

-

-

-

10,864

Calian Technologies Ltd.

13,833

-

-

355

15,720

Career Education Corp.

21,638

-

-

-

36,557

Cash Converters International Ltd.

24,925

432

-

432

18,214

Cathay General Bancorp

98,010

-

18,635

236

-

CEC Entertainment, Inc.

83,180

-

25,946

980

80,940

Chase Corp.

25,113

-

-

407

28,616

Chime Communications PLC

20,234

-

977

163

-

Chuoh Pack Industry Co. Ltd.

5,469

-

-

91

5,207

Citi Trends, Inc.

15,499

-

14,260

-

-

CKD Corp.

30,600

-

23,170

290

-

Clip Corp.

3,635

-

-

-

3,307

Codorus Valley Bancorp, Inc.

3,624

1,701

-

66

6,306

Core Molding Technologies, Inc.

3,240

1,397

-

-

6,309

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Cosmos Pharmaceutical Corp.

$ 196,696

$ -

$ -

$ 411

$ 231,439

CRA International, Inc.

17,417

2,084

-

-

19,162

Create SD Holdings Co. Ltd.

81,087

-

-

554

74,686

CSE Global Ltd.

30,745

1,229

-

11,394

24,284

Cybernet Systems Co. Ltd.

6,574

-

-

195

7,548

Daewon Pharmaceutical Co. Ltd.

17,353

580

-

61

18,666

Daiichi Kensetsu Corp.

23,493

699

-

-

26,930

DCC PLC (United Kingdom)

336,898

-

-

3,495

377,721

Deepak Fertilisers and Petrochemicals Corp. Ltd.

10,529

-

-

-

13,116

Deepak Nitrite Ltd.

2,686

112

-

-

3,125

Diversicare Healthcare Services, Inc.

1,844

-

-

39

1,837

Divestco, Inc.

576

-

13

-

440

DongKook Pharmaceutical Co. Ltd.

17,758

5,965

-

187

21,330

Doshisha Co. Ltd.

23,239

3,934

-

248

25,767

DVx, Inc.

7,872

-

-

-

7,497

Ebix, Inc.

30,740

-

2,081

-

33,271

EcoGreen Fine Chemical Group Ltd.

8,492

-

-

87

9,994

Educational Development Corp.

1,203

-

-

62

1,385

Elematec Corp.

9,892

4,445

-

216

18,299

Endurance Specialty Holdings Ltd.

136,838

-

-

1,664

136,214

EOH Holdings Ltd.

49,769

-

1,766

687

57,370

Excel Co. Ltd.

10,640

-

-

129

11,103

F&F Co. Ltd.

4,912

-

-

65

5,492

Farstad Shipping ASA

69,780

-

-

-

66,014

Federal Screw Works

237

-

114

-

-

First Juken Co. Ltd.

22,801

-

-

342

22,809

Folli Follie SA

102,612

713

-

-

132,631

Food Empire Holdings Ltd.

27,265

-

-

-

20,976

Foremost Income Fund

17,094

-

-

556

13,707

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Fresh Del Monte Produce, Inc.

$ 176,967

$ -

$ -

$ 1,575

$ 166,698

Fuji Kosan Co. Ltd.

315

3,874

-

-

4,387

Fuji Oil Co. Ltd. (formerly AOC Holdings, Inc.)

19,711

-

-

-

19,836

Fujikura Kasei Co., Ltd.

15,404

-

-

216

18,701

Fursys, Inc.

22,429

2,184

-

524

27,021

Fyffes PLC (Ireland)

26,042

869

-

262

35,295

Gabia, Inc.

3,523

3,412

-

14

7,040

GameStop Corp. Class A

343,420

-

49,458

3,300

210,420

Genky Stores, Inc.

5,111

-

-

53

5,382

Genworth MI Canada, Inc.

157,381

-

-

3,094

168,980

Geodesic Ltd.

304

-

-

-

304

Geumhwa PSC Co. Ltd.

2,975

5,872

-

141

9,094

Gildan Activewear, Inc.

345,886

-

7,194

1,291

405,197

Glentel, Inc.

31,307

3,394

-

429

26,095

Goodfellow, Inc.

7,368

-

-

139

7,310

Green Dot Corp. Class A

69,840

-

24,713

-

45,040

Greggs PLC

17,528

50,541

-

430

82,268

Guess?, Inc.

278,470

7,128

682

3,329

238,091

Gujarat Narmada Valley Fertilizers Co.

8,131

4,626

-

392

12,542

Gujarat State Fertilizers & Chemicals Ltd.

21,553

4,503

-

-

21,568

Gulliver International Co. Ltd.

47,192

-

5,366

354

48,560

Halows Co. Ltd.

12,649

1,586

-

-

19,531

Hamakyorex Co. Ltd.

24,704

169

-

149

22,093

Hampshire Group Ltd.

4,140

-

-

-

3,036

Handsome Co. Ltd.

60,161

-

-

576

64,594

Hankook Shell Oil Co. Ltd.

23,328

-

-

965

23,803

Hanwha Timeworld Co. Ltd.

10,924

-

-

188

9,778

Heartland Payment Systems, Inc.

74,621

-

-

280

86,221

Helen of Troy Ltd.

135,511

-

-

-

175,578

Henry Boot PLC

21,879

-

3,423

218

-

Hiday Hidaka Corp.

26,610

-

-

218

30,480

Honshu Chemical Industry Co. Ltd.

5,819

-

-

51

5,466

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Hoshiiryou Sanki Co. Ltd.

$ 7,963

$ 1,232

$ -

$ 60

$ 11,133

Houston Wire & Cable Co.

18,754

55

-

279

16,786

HTL International Holdings Ltd.

6,275

-

-

-

6,535

Hurco Companies, Inc.

18,055

-

-

63

16,420

Hutech Norin Co. Ltd.

10,713

-

-

138

10,164

Huvitz Co. Ltd.

16,703

-

-

115

13,487

Hwacheon Machine Tool Co. Ltd.

9,980

-

-

173

10,388

I-Sheng Electric Wire & Cable Co. Ltd.

16,523

2,171

-

-

18,804

IA Group Corp.

5,988

-

-

99

6,065

ICT Automatisering NV

4,418

-

-

-

5,716

IDIS Holdings Co. Ltd.

9,104

1,014

-

28

10,738

Ihara Science Corp.

6,322

575

-

-

8,246

Ildong Pharmaceutical Co. Ltd.

22,641

-

-

296

36,453

Image Sensing Systems, Inc.

2,611

-

-

-

1,865

Indra Sistemas

222,717

-

-

-

290,759

Infomedia Ltd.

8,198

-

-

224

8,880

Intage Holdings, Inc.

25,795

-

-

-

27,662

Intelligent Digital Integrated Security Co. Ltd.

18,391

-

-

111

17,371

INTOPS Co. Ltd.

18,060

-

-

102

15,714

INZI Controls Co. Ltd.

7,299

-

-

120

6,313

Isewan Terminal Service Co. Ltd.

9,483

-

-

146

8,663

Isra Vision AG

20,515

-

-

-

23,623

Jack in the Box, Inc.

188,423

-

101,912

-

126,425

JAKKS Pacific, Inc.

7,813

-

-

-

7,488

Jaya Holdings Ltd.

34,078

-

-

2,688

45,034

Jeil Pharmaceutical Co.

17,904

-

-

70

20,102

JLM Couture, Inc.

449

-

-

-

510

Jorudan Co. Ltd.

2,804

-

-

40

3,120

Jos. A. Bank Clothiers, Inc.

111,854

-

7,728

-

146,172

Jumbo SA

119,200

558

-

-

191,180

Kingboard Chemical Holdings Ltd.

163,878

44,828

-

3,109

207,785

Knoll, Inc.

74,340

-

14,525

1,008

60,590

Know IT AB

13,221

-

-

-

15,421

Kohsoku Corp.

19,836

-

-

208

18,381

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Kondotec, Inc.

$ 9,709

$ 336

$ -

$ 100

$ 11,570

Korea Electric Terminal Co. Ltd.

23,173

-

-

110

26,697

KSK Co., Ltd.

3,995

-

-

-

4,161

Kwang Dong Pharmaceutical Co. Ltd.

19,667

3,530

-

147

21,229

Kyeryong Construction Industrial Co. Ltd.

6,517

-

-

70

7,010

Kyoto Kimono Yuzen Co. Ltd.

18,786

-

-

195

18,167

Kyowakogyosyo Co. Ltd.

1,597

1,531

-

-

3,052

LHC Group, Inc.

43,471

-

-

-

43,471

Maruzen Co. Ltd.

16,945

-

-

165

18,710

Mastek Ltd.

3,637

-

-

57

5,625

Medical Action Industries, Inc.

11,947

330

2,395

-

7,791

Meetic

27,555

-

42,287

-

-

Mega First Corp. Bhd

11,797

-

-

209

14,770

Melbourne IT Ltd.

13,978

-

-

3,860

10,099

Melcor Real Estate Investment Trust

-

8,654

-

157

8,054

Melexis NV

78,571

-

-

2,728

116,071

Mesa Laboratories, Inc.

20,720

-

528

92

24,884

Metro, Inc. Class A (sub. vtg.)

783,669

-

-

4,435

627,935

Michang Oil Industrial Co. Ltd.

12,427

-

-

315

11,496

Miroku Corp.

1,566

394

-

26

2,455

Mitani Sekisan Co. Ltd.

23,057

229

775

108

20,433

Mitie Group PLC

98,221

-

264

1,894

124,667

Motonic Corp.

32,450

-

-

650

34,716

Mr. Bricolage SA

12,721

354

-

-

14,500

Muhak Co. Ltd.

44,193

650

-

104

46,205

Multi-Fineline Electronix, Inc.

24,708

8,515

-

-

30,582

Murakami Corp.

11,156

313

-

57

10,295

Muramoto Electronic Thailand PCL (For. Reg.)

6,845

-

226

-

6,702

Nac Co. Ltd.

-

15,832

-

41

15,663

Nadex Co. Ltd.

4,577

602

-

52

7,604

Nafco Co. Ltd.

43,174

-

-

386

34,938

NCI, Inc. Class A

4,025

-

-

-

5,909

ND Software Co. Ltd.

2,357

8,356

-

-

15,245

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

NETGEAR, Inc.

$ 68,861

$ 15,949

$ 8,586

$ -

$ 81,106

Next PLC

1,263,908

-

-

23,356

1,710,668

Nextchip Co. Ltd.

4,400

-

-

67

2,978

NICE Total Cash Management Co., Ltd.

4,720

3

-

82

5,983

Nippo Ltd.

4,679

323

-

-

4,252

Nishimatsuya Chain Co. Ltd.

47,542

-

2,618

443

40,278

North Valley Bancorp

7,566

-

184

-

9,932

Northrim Bancorp, Inc.

12,760

-

-

170

12,010

Nucleus Software Exports Ltd.

1,612

1,339

-

-

6,062

Nutraceutical International Corp.

25,409

-

-

-

28,633

OFG Bancorp

46,259

-

-

316

36,516

OM Group, Inc.

91,195

-

30,039

-

64,680

Orbotech Ltd.

29,234

-

7,070

-

-

Otaki Gas Co. Ltd.

4,748

477

-

33

-

P&F Industries, Inc. Class A

2,976

22

-

-

2,689

Pacer International, Inc.

11,080

-

11,591

-

-

Pacific Premier Bancorp, Inc.

12,379

-

-

-

15,077

Pal Co. Ltd.

44,710

-

-

-

30,583

Panasonic Information Systems Co.

12,397

2,984

-

169

16,923

Papa John's International, Inc.

94,699

-

75,412

625

-

Parker Corp.

5,894

-

-

62

8,578

Pelion SA

16,625

-

-

-

18,250

Pinnacle Technology Holdings Ltd.

21,154

1,241

-

280

16,852

Piolax, Inc.

28,977

-

1,935

223

37,707

Prim SA

12,803

-

-

100

13,400

Qumu Corp. (formerly Rimage Corp.)

8,715

-

9,809

-

-

Relo Holdings Corp.

68,914

-

-

-

73,163

RenaissanceRe Holdings Ltd.

269,607

-

-

1,736

281,201

Rocky Mountain Chocolate Factory, Inc.

6,628

-

-

109

5,774

Ruby Tuesday, Inc.

45,384

-

-

-

34,720

S&T Holdings Co. Ltd.

12,259

708

-

255

11,512

Safeway, Inc.

335,270

-

-

5,200

406,120

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Sakai Moving Service Co. Ltd.

$ 20,739

$ 191

$ -

$ 220

$ 26,665

Samsung Climate Control Co. Ltd.

3,136

-

-

22

3,430

Sanei Architecture Planning Co. Ltd.

11,803

-

-

272

12,112

Sarantis SA

15,937

-

-

864

21,068

ScanSource, Inc.

71,220

2,253

-

-

77,708

Seagate Technology

1,227,300

-

-

24,300

1,585,800

SED International Holdings, Inc.

893

-

971

-

-

Select Harvests Ltd.

17,886

-

-

437

27,270

Senshu Electric Co. Ltd.

12,718

-

-

159

14,017

Sewon Precision Industries Co. Ltd.

10,657

-

-

36

12,575

Shibaura Electronics Co. Ltd.

9,255

-

-

-

13,354

Shinsegae Engineering & Construction Co. Ltd.

2,882

-

-

124

2,905

ShoLodge, Inc.

5

-

-

-

3

Sigmatron International, Inc.

1,596

105

-

-

3,683

Sinwa Ltd.

4,072

-

-

359

3,497

SJM Co. Ltd.

13,449

-

-

100

11,787

SJM Holdings Co. Ltd.

6,762

-

-

105

6,099

Societe Pour L'Informatique Industrielle SA

12,384

2,441

-

145

19,610

Soken Chemical & Engineer Co. Ltd.

11,223

-

-

-

8,801

Sonic Corp.

92,220

-

16,759

-

90,729

Span-America Medical System, Inc.

6,045

20

-

81

5,734

Sporton International, Inc.

24,296

-

4,684

851

27,752

Sportscene Group, Inc. Class A

2,629

-

-

92

2,949

Stanley Furniture Co., Inc.

4,449

-

-

-

4,901

Stantec, Inc.

109,836

-

13,685

626

-

Steiner Leisure Ltd.

95,601

-

3,007

-

78,416

Step Co. Ltd.

11,870

-

-

147

10,144

Sterling Construction Co., Inc.

16,007

-

-

-

17,637

Strattec Security Corp.

13,510

-

-

73

18,068

Strongco Corp.

3,993

-

-

-

3,903

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Sun Hing Vision Group Holdings Ltd.

$ 8,643

$ -

$ -

$ 509

$ 7,400

Sunjin Co. Ltd.

12,780

-

-

64

19,834

Super Micro Computer, Inc.

37,859

-

3,873

-

63,321

Swift Energy Co.

50,323

8,432

3,849

-

53,717

Sword Group

9,786

130

-

-

14,558

SYNNEX Corp.

173,568

-

-

-

196,806

T&K Toka Co. Ltd.

17,036

-

-

113

17,033

Techno Smart Corp.

3,790

-

-

41

4,882

Teems, Inc.

1,330

-

-

20

1,412

Telechips, Inc.

4,589

-

-

42

3,675

Tempur Sealy International, Inc.

162,565

-

44,057

-

160,193

Tessco Technologies, Inc.

16,821

-

-

189

17,477

The Pack Corp.

33,434

-

-

443

34,558

Theragenics Corp.

6,299

-

6,793

-

-

TKH Group NV unit

82,535

-

16,134

-

85,980

Tocalo Co. Ltd.

9,854

3,069

-

186

15,774

Tohoku Steel Co. Ltd.

8,482

-

-

43

8,358

Token Corp.

52,701

-

-

-

46,277

Tokyo Kisen Co. Ltd.

5,056

-

-

-

5,638

Tokyo Kohtetsu Co. Ltd.

2,483

3,547

-

35

6,190

Tokyo Tekko Co. Ltd.

17,336

-

-

87

16,717

Tomen Devices Corp.

11,635

-

-

-

12,053

Tomen Electronics Corp.

17,087

-

-

282

23,914

Total Energy Services, Inc.

37,070

-

-

203

43,547

Totech Corp.

2,544

3,519

-

39

7,304

Tow Co. Ltd.

6,695

-

-

152

8,527

Trancom Co. Ltd.

30,273

-

-

312

37,760

Trio-Tech International

1,164

-

77

-

954

Triple-S Management Corp.

53,961

-

-

-

44,240

Tuesday Morning Corp.

24,681

-

27,154

-

-

Tungtex Holdings Co. Ltd.

2,553

-

-

34

3,774

UANGEL Corp.

3,938

-

-

89

2,589

UKC Holdings Corp.

25,977

-

-

296

25,320

Uni-Select, Inc.

40,634

-

-

427

50,891

Unit Corp.

183,438

-

991

-

202,379

United Stationers, Inc.

100,642

-

-

681

100,739

Affiliate
(Amounts in thousands)

Value,
beginning of
period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Universal Security Instruments, Inc.

$ 1,288

$ -

$ -

$ -

$ 1,112

Unum Group

512,568

-

-

4,698

521,640

USS Co. Ltd.

201,114

-

25,309

2,445

-

Utah Medical Products, Inc.

24,282

-

552

210

22,610

Vasco Data Security International, Inc.

25,925

1,531

-

-

25,025

Vera Bradley, Inc.

38,784

10,106

8,556

-

-

VSE Corp.

22,979

-

-

48

23,420

VST Holdings Ltd.

21,288

4,658

-

-

38,871

W&T Offshore, Inc.

80,636

841

-

3,041

71,600

Watts Co. Ltd.

14,929

706

-

227

12,002

Weight Watchers International, Inc.

-

103,818

-

-

87,848

Whanin Pharmaceutical Co. Ltd.

20,856

-

-

367

21,054

WIN-Partners Co. Ltd.

11,465

2,478

-

-

14,999

Wireless Telecom Group, Inc.

1,989

-

-

-

4,420

Workman Co. Ltd.

57,720

-

-

-

55,124

XAC Automation Corp.

11,491

-

-

-

17,369

YBM Sisa.com, Inc.

4,019

-

93

177

3,140

Yip's Chemical Holdings Ltd.

27,782

-

-

400

25,117

Young Poong Precision Corp.

8,640

-

-

58

8,257

Youngone Holdings Co. Ltd.

53,738

-

-

365

61,934

Yusen Logistics Co. Ltd.

38,115

-

-

357

50,360

Yutaka Giken Co. Ltd.

35,192

-

-

266

37,903

Total

$ 17,514,096

$ 720,904

$ 977,851

$ 181,341

$ 18,174,455

Other Information

The following is a summary of the inputs used, as of January 31, 2014, 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 in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 11,510,873

$ 10,011,926

$ 1,498,947

$ -

Consumer Staples

3,583,256

2,692,553

885,021

5,682

Energy

2,074,940

1,495,830

579,110

-

Financials

4,999,820

4,220,596

778,197

1,027

Health Care

3,876,907

3,560,337

309,199

7,371

Industrials

3,465,250

2,683,155

782,095

-

Information Technology

8,744,970

7,730,749

1,014,221

-

Materials

1,256,156

907,705

348,451

-

Telecommunication Services

44,186

44,186

-

-

Utilities

98,696

55,767

42,929

-

Corporate Bonds

149,138

-

149,138

-

Money Market Funds

7,027,114

7,027,114

-

-

Cash Equivalents

2,942

-

2,942

-

Total Investments in Securities:

$ 46,834,248

$ 40,429,918

$ 6,390,250

$ 14,080

The following is a summary of transfers between Level 1 and Level 2 for the period ended January 31, 2014. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total (000s)

Level 1 to Level 2

$ 4,610,087

Level 2 to Level 1

$ 0

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America

60.4%

United Kingdom

6.7%

Japan

5.8%

Canada

5.1%

Ireland

5.0%

Netherlands

2.8%

Bermuda

2.6%

Korea (South)

1.8%

Taiwan

1.4%

Italy

1.4%

Cayman Islands

1.1%

Others (Individually Less Than 1%)

5.9%

 

100.0%

See accompanying notes which are an integral part of the financial statements.

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

January 31, 2014

 

 

 

Assets

Investment in securities, at value (including securities loaned of $460,080 and repurchase agreements of $2,942) - See accompanying schedule:

Unaffiliated issuers (cost $12,298,311)

$ 21,632,679

 

Fidelity Central Funds (cost $7,027,114)

7,027,114

 

Other affiliated issuers (cost $9,700,454)

18,174,455

 

Total Investments (cost $29,025,879)

 

$ 46,834,248

Cash

 

49

Foreign currency held at value (cost $985)

983

Receivable for investments sold

87,160

Receivable for fund shares sold

39,549

Dividends receivable

44,301

Interest receivable

372

Distributions receivable from Fidelity Central Funds

1,092

Prepaid expenses

93

Other receivables

1,769

Total assets

47,009,616

 

 

 

Liabilities

Payable for investments purchased

$ 126,537

Payable for fund shares redeemed

36,867

Accrued management fee

24,056

Other affiliated payables

4,543

Other payables and accrued expenses

4,294

Collateral on securities loaned, at value

480,341

Total liabilities

676,638

 

 

 

Net Assets

$ 46,332,978

Net Assets consist of:

 

Paid in capital

$ 28,022,487

Undistributed net investment income

7,712

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

496,473

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

17,806,306

Net Assets

$ 46,332,978

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

January 31, 2014

 

 

 

Low-Priced Stock :
Net Asset Value
, offering price and redemption price per share ($30,005,648 ÷ 627,675 shares)

$ 47.80

 

 

 

Class K :
Net Asset Value
, offering price and redemption price per share ($16,327,330 ÷ 341,802 shares)

$ 47.77

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Operations

 Amounts in thousands

Six months ended January 31, 2014

 

 

 

Investment Income

 

 

Dividends (including $181,341 earned from other affiliated issuers)

 

$ 351,285

Interest

 

1,427

Income from Fidelity Central Funds

 

8,102

Total income

 

360,814

 

 

 

Expenses

Management fee
Basic fee

$ 136,350

Performance adjustment

1,339

Transfer agent fees

25,602

Accounting and security lending fees

1,212

Custodian fees and expenses

1,425

Independent trustees' compensation

96

Appreciation in deferred trustee compensation account

1

Registration fees

663

Audit

139

Legal

98

Miscellaneous

146

Total expenses before reductions

167,071

Expense reductions

(519 )

166,552

Net investment income (loss)

194,262

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

946,619

Other affiliated issuers

431,890

 

Foreign currency transactions

(381 )

Total net realized gain (loss)

 

1,378,128

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $1,563)

1,492,509

Assets and liabilities in foreign currencies

180

Total change in net unrealized appreciation (depreciation)

 

1,492,689

Net gain (loss)

2,870,817

Net increase (decrease) in net assets resulting from operations

$ 3,065,079

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Six months ended January 31,
2014

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 194,262

$ 437,698

Net realized gain (loss)

1,378,128

2,498,753

Change in net unrealized appreciation (depreciation)

1,492,689

7,694,670

Net increase (decrease) in net assets resulting
from operations

3,065,079

10,631,121

Distributions to shareholders from net investment income

(372,615)

(432,424)

Distributions to shareholders from net realized gain

(2,653,752 )

(1,951,147 )

Total distributions

(3,026,367 )

(2,383,571 )

Share transactions - net increase (decrease)

3,430,301

1,629,061

Redemption fees

1,610

2,348

Total increase (decrease) in net assets

3,470,623

9,878,959

 

 

 

Net Assets

Beginning of period

42,862,355

32,983,396

End of period (including undistributed net investment income of $7,712 and $186,065, respectively)

$ 46,332,978

$ 42,862,355

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Low-Priced Stock

 

Six months ended
January 31,

Years ended July 31,

 

2014

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 47.84

$ 38.52

$ 40.67

$ 33.07

$ 28.20

$ 37.19

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .20

  .48

  .37

  .23

  .07

  .17

Net realized and unrealized gain (loss)

  3.06

  11.61

  (.03 )

  7.53

  5.00

  (4.88 )

Total from investment operations

  3.26

  12.09

  .34

  7.76

  5.07

  (4.71 )

Distributions from net investment income

  (.39)

  (.49)

  (.28)

  (.15)

  (.12)

  (.17)

Distributions from net realized gain

  (2.91 )

  (2.28 )

  (2.21 )

  (.01 )

  (.08 )

  (4.11 )

Total distributions

  (3.30 )

  (2.77 )

  (2.49 )

  (.16 )

  (.20 )

  (4.28 )

Redemption fees added to paid in capital D, H

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 47.80

$ 47.84

$ 38.52

$ 40.67

$ 33.07

$ 28.20

Total Return B, C

  7.18%

  33.12%

  1.68%

  23.53%

  18.06%

  (13.90)%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  .77% A

  .79%

  .88%

  .83%

  .99%

  .99%

Expenses net of fee waivers, if any

  .77% A

  .79%

  .88%

  .83%

  .99%

  .99%

Expenses net of all reductions

  .77% A

  .79%

  .88%

  .83%

  .99%

  .98%

Net investment income (loss)

  .82% A

  1.14%

  1.00%

  .61%

  .21%

  .67%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 30,006

$ 28,171

$ 22,999

$ 26,762

$ 24,538

$ 21,792

Portfolio turnover rate F

  13% A

  11%

  19%

  15%

  20%

  31%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class K

 

Six months ended
January 31,

Years ended July 31,

 

2014

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 47.83

$ 38.52

$ 40.67

$ 33.11

$ 28.22

$ 37.20

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .22

  .53

  .42

  .28

  .11

  .20

Net realized and unrealized gain (loss)

  3.07

  11.60

  (.03 )

  7.51

  5.01

  (4.86 )

Total from investment operations

  3.29

  12.13

  .39

  7.79

  5.12

  (4.66 )

Distributions from net investment income

  (.44)

  (.54)

  (.33)

  (.23)

  (.15)

  (.21)

Distributions from net realized gain

  (2.91 )

  (2.28 )

  (2.21 )

  (.01 )

  (.08 )

  (4.11 )

Total distributions

  (3.35 )

  (2.82 )

  (2.54 )

  (.23 ) I

  (.23 )

  (4.32 )

Redemption fees added to paid in capital D, H

  -

  -

  -

  -

  -

  -

Net asset value, end of period

$ 47.77

$ 47.83

$ 38.52

$ 40.67

$ 33.11

$ 28.22

Total Return B, C

  7.25%

  33.27%

  1.83%

  23.66%

  18.23%

  (13.74)%

Ratios to Average Net Assets E, G

 

 

 

 

 

Expenses before reductions

  .67% A

  .68%

  .76%

  .71%

  .85%

  .81%

Expenses net of fee waivers, if any

  .67% A

  .68%

  .76%

  .71%

  .85%

  .81%

Expenses net of all reductions

  .67% A

  .68%

  .76%

  .70%

  .85%

  .81%

Net investment income (loss)

  .92% A

  1.26%

  1.12%

  .74%

  .35%

  .84%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (in millions)

$ 16,327

$ 14,691

$ 9,985

$ 8,031

$ 4,357

$ 2,279

Portfolio turnover rate F

  13% A

  11%

  19%

  15%

  20%

  31%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

H Amount represents less than $.01 per share.

I Total distributions of $.23 per share is comprised of distributions from net investment income of $.226 and distributions from net realized gain of $.008 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report


Notes to Financial Statements

For the period ended January 31, 2014

(Amounts in thousands except percentages)

1. Organization.

Fidelity® Low-Priced Stock Fund (the Fund) is a fund of Fidelity Puritan Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Low-Priced Stock and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

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)

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 a third party pricing vendor 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 market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy. Short-term securities with remaining maturities of sixty days or less may be valued at amortized cost, which approximates fair value, and are categorized as Level 2 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of January 31, 2014, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on capital gains by certain countries in which it invests. An estimated deferred tax liability for net unrealized appreciation on the applicable securities is included in Other payables and accrued expenses on the Statement of Assets & Liabilities.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), market discount, partnerships, deferred trustees compensation and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 19,492,224

Gross unrealized depreciation

(1,698,652 )

Net unrealized appreciation (depreciation) on securities and other investments

$ 17,793,572

 

 

Tax cost

$ 29,040,676

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Repurchase Agreements. Pursuant to an Exemptive Order issued by the SEC, the Fund along with other registered investment companies having management contracts with FMR, or other affiliated entities of FMR, are permitted to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements.

Semiannual Report

3. Significant Accounting Policies - continued

Repurchase Agreements - continued

The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements may be collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,546,198 and $3,200,432, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Low-Priced Stock as compared to its benchmark index, the Russell 2000® Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .61% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Low-Priced Stock. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

 

Amount

% of
Average
Net Assets
*

Low-Priced Stock

$ 21,914

.15

Class K

3,688

.05

 

$ 25,602

 

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $104 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $38 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $21,209. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $5,029, including $317 from securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $240 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $278.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
January 31,
2014

Year ended
July 31,
2013

From net investment income

 

 

Low-Priced Stock

$ 232,537

$ 284,865

Class K

140,078

147,559

Total

$ 372,615

$ 432,424

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

9. Distributions to Shareholders - continued

Six months ended
January 31,
2014

Year ended
July 31,
2013

From net realized gain

 

 

Low-Priced Stock

$ 1,731,108

$ 1,338,102

Class K

922,644

613,045

Total

$ 2,653,752

$ 1,951,147

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended January 31,
2014

Year ended
July 31,
2013

Six months ended
January 31,
2014

Year ended
July 31,
2013

Low-Priced Stock

 

 

 

 

Shares sold

51,071

82,702

$ 2,468,429

$ 3,528,018

Reinvestment of distributions

39,938

39,316

1,842,708

1,538,529

Shares redeemed

(52,156 )

(130,273 )

(2,512,874 )

(5,369,278 )

Net increase (decrease)

38,853

(8,255 )

$ 1,798,263

$ (302,731 )

Class K

 

 

 

 

Shares sold

40,479

90,911

$ 1,958,366

$ 3,784,904

Reinvestment of distributions

23,051

19,455

1,062,722

760,604

Shares redeemed

(28,861 )

(62,464 )

(1,389,050 )

(2,613,716 )

Net increase (decrease)

34,669

47,902

$ 1,632,038

$ 1,931,792

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Semiannual Report


Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Puritan Trust and the Shareholders of Fidelity Low-Priced Stock Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Low-Priced Stock Fund (a fund of Fidelity Puritan Trust) at January 31, 2014, the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Low-Priced Stock Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at January 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

March 18, 2014

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, M A

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) PUR897997
1-800-544-5555

PUR897997
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

LPS-USAN-0314
1.789287.111

Fidelity ®

Value Discovery

Fund-

Class K

Semiannual Report

January 31, 2014

(Fidelity Cover Art)


Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov . A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2013 to January 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
August 1, 2013

Ending
Account Value
January 31, 2014

Expenses Paid
During Period
*
August 1, 2013 to January 31, 2014

Fidelity Value Discovery

.80%

 

 

 

Actual

 

$ 1,000.00

$ 1,069.30

$ 4.17

Hypothetical A

 

$ 1,000.00

$ 1,021.17

$ 4.08

Class K

.65%

 

 

 

Actual

 

$ 1,000.00

$ 1,070.00

$ 3.39

Hypothetical A

 

$ 1,000.00

$ 1,021.93

$ 3.31

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report


Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

JPMorgan Chase & Co.

4.1

3.6

Chevron Corp.

3.6

4.5

Wells Fargo & Co.

3.5

3.5

Exxon Mobil Corp.

2.8

3.5

Berkshire Hathaway, Inc. Class B

2.7

3.5

U.S. Bancorp

2.6

2.1

Cisco Systems, Inc.

2.5

2.5

Johnson & Johnson

2.5

0.7

Apple, Inc.

2.3

1.9

Teva Pharmaceutical Industries Ltd. sponsored ADR

2.1

1.0

 

28.7

Top Five Market Sectors as of January 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

27.7

26.7

Health Care

15.6

16.7

Information Technology

15.5

15.3

Energy

11.4

13.5

Consumer Staples

8.5

6.2

Asset Allocation (% of fund's net assets)

As of January 31, 2014 *

As of July 31, 2013 **

PUR897951

Stocks 96.7%

 

PUR897951

Stocks 98.2%

 

PUR898007

Convertible
Securities 0.0%

 

PUR897954

Convertible
Securities 0.8%

 

PUR897958

Short-Term
Investments and
Net Other Assets (Liabilities) 3.3%

 

PUR897958

Short-Term
Investments and
Net Other Assets (Liabilities) 1.0%

 

* Foreign investments

16.7%

 

** Foreign investments

13.2%

 

PUR898012

Semiannual Report


Investments January 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.7%

Shares

Value

CONSUMER DISCRETIONARY - 8.3%

Auto Components - 0.9%

Hyundai Mobis

18,735

$ 5,311,473

Diversified Consumer Services - 0.4%

Steiner Leisure Ltd. (a)

46,068

2,257,793

Media - 3.1%

Comcast Corp. Class A

100,253

5,458,776

John Wiley & Sons, Inc. Class A

85,185

4,611,916

Viacom, Inc. Class B (non-vtg.)

93,600

7,684,560

 

17,755,252

Multiline Retail - 1.9%

Kohl's Corp.

68,600

3,473,218

Macy's, Inc.

132,153

7,030,540

 

10,503,758

Specialty Retail - 1.3%

AutoZone, Inc. (a)

8,885

4,398,608

Bed Bath & Beyond, Inc. (a)

48,500

3,096,725

 

7,495,333

Textiles, Apparel & Luxury Goods - 0.7%

Coach, Inc.

79,135

3,789,775

TOTAL CONSUMER DISCRETIONARY

47,113,384

CONSUMER STAPLES - 8.5%

Beverages - 0.6%

C&C Group PLC

609,345

3,451,659

Food & Staples Retailing - 4.3%

CVS Caremark Corp.

169,200

11,458,224

Kroger Co.

121,004

4,368,244

Tesco PLC

543,800

2,857,649

Wal-Mart Stores, Inc.

74,200

5,541,256

 

24,225,373

Food Products - 0.7%

The J.M. Smucker Co.

44,031

4,244,148

Household Products - 1.4%

Central Garden & Pet Co. Class A (non-vtg.) (a)

471,359

2,941,280

Energizer Holdings, Inc.

54,900

5,188,050

 

8,129,330

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Tobacco - 1.5%

British American Tobacco PLC sponsored ADR

30,145

$ 2,893,619

Lorillard, Inc.

110,300

5,428,966

 

8,322,585

TOTAL CONSUMER STAPLES

48,373,095

ENERGY - 11.4%

Energy Equipment & Services - 1.5%

Ensco PLC Class A

52,203

2,629,465

National Oilwell Varco, Inc.

81,200

6,090,812

 

8,720,277

Oil, Gas & Consumable Fuels - 9.9%

Chevron Corp.

182,581

20,381,517

Exxon Mobil Corp.

168,928

15,568,404

Marathon Petroleum Corp.

73,200

6,372,060

Phillips 66 Co.

94,900

6,936,241

Suncor Energy, Inc.

201,700

6,626,445

 

55,884,667

TOTAL ENERGY

64,604,944

FINANCIALS - 27.7%

Capital Markets - 1.3%

East Capital Explorer AB (a)

86,479

792,005

GP Investments Ltd. Class A (depositary receipt) (a)

1,628,600

3,171,831

MLP AG

440,172

3,376,144

 

7,339,980

Commercial Banks - 6.8%

SunTrust Banks, Inc.

109,900

4,068,498

U.S. Bancorp

368,800

14,652,424

Wells Fargo & Co.

437,537

19,837,928

 

38,558,850

Consumer Finance - 2.6%

American Express Co.

65,300

5,551,806

Capital One Financial Corp.

126,382

8,923,833

 

14,475,639

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Diversified Financial Services - 6.8%

Berkshire Hathaway, Inc. Class B (a)

136,711

$ 15,256,948

JPMorgan Chase & Co.

425,441

23,552,412

 

38,809,360

Insurance - 6.6%

ACE Ltd.

68,400

6,416,604

Allied World Assurance Co. Holdings Ltd.

26,600

2,737,672

Everest Re Group Ltd.

30,204

4,372,331

Fidelity National Financial, Inc. Class A

183,020

5,772,451

Greenlight Capital Re, Ltd. (a)

90,875

2,919,814

MetLife, Inc.

85,121

4,175,185

ProAssurance Corp.

64,700

3,005,962

Prudential PLC

139,248

2,803,085

The Travelers Companies, Inc.

66,113

5,373,665

 

37,576,769

Real Estate Investment Trusts - 3.6%

American Capital Agency Corp.

323,399

6,775,209

Annaly Capital Management, Inc.

640,858

6,902,041

MFA Financial, Inc.

927,864

6,764,129

 

20,441,379

TOTAL FINANCIALS

157,201,977

HEALTH CARE - 15.6%

Biotechnology - 2.0%

Amgen, Inc.

98,191

11,679,820

Health Care Equipment & Supplies - 0.6%

Stryker Corp.

45,400

3,523,040

Health Care Providers & Services - 6.1%

Cigna Corp.

88,338

7,624,453

Express Scripts Holding Co. (a)

112,101

8,372,824

Humana, Inc.

39,750

3,867,675

Select Medical Holdings Corp.

416,279

4,495,813

UnitedHealth Group, Inc.

139,100

10,054,148

 

34,414,913

Pharmaceuticals - 6.9%

AstraZeneca PLC sponsored ADR

99,500

6,318,250

GlaxoSmithKline PLC sponsored ADR

70,639

3,640,734

Johnson & Johnson

157,508

13,934,733

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Mylan, Inc. (a)

73,695

$ 3,346,490

Teva Pharmaceutical Industries Ltd. sponsored ADR

262,068

11,696,095

 

38,936,302

TOTAL HEALTH CARE

88,554,075

INDUSTRIALS - 5.3%

Electrical Equipment - 1.2%

Emerson Electric Co.

52,840

3,484,270

Prysmian SpA

119,800

2,930,957

 

6,415,227

Machinery - 2.1%

Deere & Co.

56,790

4,881,668

Global Brass & Copper Holdings, Inc.

150,749

2,606,450

Valmont Industries, Inc.

31,300

4,581,694

 

12,069,812

Marine - 0.5%

Ultrapetrol (Bahamas) Ltd. (a)

881,600

2,926,912

Professional Services - 1.0%

Dun & Bradstreet Corp.

51,665

5,683,150

Trading Companies & Distributors - 0.5%

Houston Wire & Cable Co.

217,200

2,873,556

TOTAL INDUSTRIALS

29,968,657

INFORMATION TECHNOLOGY - 14.5%

Communications Equipment - 2.5%

Cisco Systems, Inc.

648,218

14,202,456

Computers & Peripherals - 4.8%

Apple, Inc.

25,600

12,815,360

EMC Corp.

310,700

7,531,368

Hewlett-Packard Co.

243,012

7,047,348

 

27,394,076

Electronic Equipment & Components - 0.6%

TE Connectivity Ltd.

58,602

3,311,599

IT Services - 3.6%

Amdocs Ltd.

106,643

4,613,376

Fiserv, Inc. (a)

102,400

5,739,520

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

IT Services - continued

IBM Corp.

35,560

$ 6,282,741

The Western Union Co.

243,200

3,745,280

 

20,380,917

Semiconductors & Semiconductor Equipment - 0.7%

Skyworks Solutions, Inc. (a)

128,750

3,894,688

Software - 2.3%

CA Technologies, Inc.

99,055

3,177,684

Microsoft Corp.

265,224

10,038,728

 

13,216,412

TOTAL INFORMATION TECHNOLOGY

82,400,148

MATERIALS - 2.4%

Chemicals - 1.8%

Agrium, Inc.

31,500

2,746,545

CF Industries Holdings, Inc.

20,145

4,650,675

Potash Corp. of Saskatchewan, Inc.

90,700

2,843,766

 

10,240,986

Containers & Packaging - 0.6%

Ball Corp.

66,300

3,393,897

TOTAL MATERIALS

13,634,883

UTILITIES - 2.0%

Electric Utilities - 2.0%

American Electric Power Co., Inc.

109,300

5,334,933

Edison International

119,300

5,745,488

 

11,080,421

TOTAL COMMON STOCKS

(Cost $462,682,843)


542,931,584

Nonconvertible Preferred Stocks - 1.0%

 

 

 

 

INFORMATION TECHNOLOGY - 1.0%

Semiconductors & Semiconductor Equipment - 1.0%

Samsung Electronics Co. Ltd.

(Cost $5,936,406)

6,321


5,514,007

Money Market Funds - 2.9%

Shares

Value

Fidelity Cash Central Fund, 0.10% (b)
(Cost $16,249,531)

16,249,531

$ 16,249,531

TOTAL INVESTMENT PORTFOLIO - 99.6%

(Cost $484,868,780)

564,695,122

NET OTHER ASSETS (LIABILITIES) - 0.4%

2,507,739

NET ASSETS - 100%

$ 567,202,861

Legend

(a) Non-income producing

(b) Affiliated fund that is generally 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.

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

Fidelity Cash Central Fund

$ 4,955

Fidelity Securities Lending Cash Central Fund

11,644

Total

$ 16,599

Other Information

The following is a summary of the inputs used, as of January 31, 2014, 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 in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 47,113,384

$ 41,801,911

$ 5,311,473

$ -

Consumer Staples

48,373,095

45,515,446

2,857,649

-

Energy

64,604,944

64,604,944

-

-

Financials

157,201,977

154,398,892

2,803,085

-

Health Care

88,554,075

88,554,075

-

-

Industrials

29,968,657

29,968,657

-

-

Information Technology

87,914,155

82,400,148

5,514,007

-

Materials

13,634,883

13,634,883

-

-

Utilities

11,080,421

11,080,421

-

-

Money Market Funds

16,249,531

16,249,531

-

-

Total Investments in Securities:

$ 564,695,122

$ 548,208,908

$ 16,486,214

$ -

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America

83.3%

United Kingdom

3.6%

Switzerland

2.2%

Canada

2.2%

Israel

2.1%

Korea (South)

1.9%

Bermuda

1.4%

Others (Individually Less Than 1%)

3.3%

 

100.0%

See accompanying notes which are an integral part of the financial statements.

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

 

January 31, 2014 (Unaudited)

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $468,619,249)

$ 548,445,591

 

Fidelity Central Funds (cost $16,249,531)

16,249,531

 

Total Investments (cost $484,868,780)

 

$ 564,695,122

Receivable for investments sold

16,605,404

Receivable for fund shares sold

303,689

Dividends receivable

240,220

Distributions receivable from Fidelity Central Funds

3,535

Prepaid expenses

1,071

Other receivables

3,931

Total assets

581,852,972

 

 

 

Liabilities

Payable for investments purchased

$ 13,925,455

Payable for fund shares redeemed

334,432

Accrued management fee

260,151

Other affiliated payables

97,643

Other payables and accrued expenses

32,430

Total liabilities

14,650,111

 

 

 

Net Assets

$ 567,202,861

Net Assets consist of:

 

Paid in capital

$ 575,546,880

Undistributed net investment income

701,570

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(88,870,579)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

79,824,990

Net Assets

$ 567,202,861

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Assets and Liabilities - continued

 

January 31, 2014 (Unaudited)

 

 

 

Fidelity Value Discovery :
Net Asset Value
, offering price and redemption price per share ($486,305,674 ÷ 23,117,752 shares)

$ 21.04

 

 

 

Class K :
Net Asset Value
, offering price and redemption price per share ($80,897,187 ÷ 3,848,827 shares)

$ 21.02

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

 

Six months ended January 31, 2014
(Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 5,204,623

Interest

 

287,977

Income from Fidelity Central Funds

 

16,599

Total income

 

5,509,199

 

 

 

Expenses

Management fee
Basic fee

$ 1,499,245

Performance adjustment

(24,711)

Transfer agent fees

472,067

Accounting and security lending fees

103,526

Custodian fees and expenses

9,424

Independent trustees' compensation

1,140

Registration fees

30,371

Audit

26,398

Legal

1,633

Miscellaneous

1,911

Total expenses before reductions

2,121,004

Expense reductions

(5,343 )

2,115,661

Net investment income (loss)

3,393,538

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

51,908,303

Foreign currency transactions

(32,984 )

Total net realized gain (loss)

 

51,875,319

Change in net unrealized appreciation (depreciation) on:

Investment securities

(19,422,493)

Assets and liabilities in foreign currencies

3,525

Total change in net unrealized appreciation (depreciation)

 

(19,418,968 )

Net gain (loss)

32,456,351

Net increase (decrease) in net assets resulting from operations

$ 35,849,889

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

 

Six months ended January 31, 2014 (Unaudited)

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 3,393,538

$ 8,070,935

Net realized gain (loss)

51,875,319

55,424,550

Change in net unrealized appreciation (depreciation)

(19,418,968 )

62,525,269

Net increase (decrease) in net assets resulting
from operations

35,849,889

126,020,754

Distributions to shareholders from net investment income

(6,964,727)

(7,811,842)

Share transactions - net increase (decrease)

12,132,576

(58,316,230 )

Total increase (decrease) in net assets

41,017,738

59,892,682

 

 

 

Net Assets

Beginning of period

526,185,123

466,292,441

End of period (including undistributed net investment income of $701,570 and undistributed net investment income of $4,272,759, respectively)

$ 567,202,861

$ 526,185,123

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Fidelity Value Discovery

 

Six months ended January 31, 2014

Years ended July 31,

  

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 19.93

$ 15.62

$ 14.98

$ 12.91

$ 11.58

$ 15.12

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .13

  .29

  .22

  .13

  .14 G

  .17

Net realized and unrealized gain (loss)

  1.24

  4.29

  .57

  2.13

  1.31

  (3.51 )

Total from investment operations

  1.37

  4.58

  .79

  2.26

  1.45

  (3.34 )

Distributions from net investment income

  (.26)

  (.27)

  (.15)

  (.19)

  (.12)

  (.18)

Distributions from net realized gain

  -

  -

  -

  -

  -

  (.02 )

Total distributions

  (.26 )

  (.27 )

  (.15 )

  (.19 )

  (.12 )

  (.20 )

Net asset value, end of period

$ 21.04

$ 19.93

$ 15.62

$ 14.98

$ 12.91

$ 11.58

Total Return B,C

  6.93%

  29.72%

  5.43%

  17.69%

  12.60%

  (22.14)%

Ratios to Average Net Assets E,H

 

 

 

 

 

Expenses before reductions

  .80% A

  .74%

  .87%

  .80%

  .96%

  .93%

Expenses net of fee waivers, if any

  .80% A

  .74%

  .87%

  .80%

  .96%

  .93%

Expenses net of all reductions

  .80% A

  .73%

  .87%

  .79%

  .95%

  .92%

Net investment income (loss)

  1.23% A

  1.66%

  1.49%

  .88%

  1.10% G

  1.61%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 486,306

$ 454,974

$ 412,499

$ 540,644

$ 598,561

$ 642,054

Portfolio turnover rate F

  79% A

  55%

  92%

  59%

  116%

  165%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .48%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class K

 

Six months ended January 31, 2014

Years ended July 31,

,

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.93

$ 15.62

$ 14.99

$ 12.92

$ 11.59

$ 15.12

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .14

  .32

  .25

  .15

  .17 G

  .18

Net realized and unrealized gain (loss)

  1.24

  4.29

  .56

  2.14

  1.31

  (3.49 )

Total from investment operations

  1.38

  4.61

  .81

  2.29

  1.48

  (3.31 )

Distributions from net investment income

  (.29)

  (.30)

  (.18)

  (.22)

  (.15)

  (.20)

Distributions from net realized gain

  -

  -

  -

  -

  -

  (.02 )

Total distributions

  (.29 )

  (.30 )

  (.18 )

  (.22 )

  (.15 )

  (.22 )

Net asset value, end of period

$ 21.02

$ 19.93

$ 15.62

$ 14.99

$ 12.92

$ 11.59

Total Return B,C

  7.00%

  29.97%

  5.59%

  17.93%

  12.84%

  (21.94)%

Ratios to Average Net Assets E,H

 

 

 

 

 

Expenses before reductions

  .65% A

  .57%

  .68%

  .61%

  .75%

  .69%

Expenses net of fee waivers, if any

  .65% A

  .57%

  .68%

  .61%

  .75%

  .69%

Expenses net of all reductions

  .65% A

  .56%

  .68%

  .60%

  .74%

  .69%

Net investment income (loss)

  1.38% A

  1.83%

  1.68%

  1.07%

  1.31% G

  1.84%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 80,897

$ 71,212

$ 53,794

$ 41,562

$ 38,583

$ 30,957

Portfolio turnover rate F

  79% A

  55%

  92%

  59%

  116%

  165%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .70%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report


Notes to Financial Statements

For the period ended January 31, 2014 (Unaudited)

1. Organization.

Fidelity® Value Discovery Fund (the Fund) is a fund of Fidelity Puritan Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Fidelity Value Discovery and Class K, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

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)

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 a third party pricing vendor 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 market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of January 31, 2014 is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, market discount, capital loss carryforwards and losses deferred due to wash sales.

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 82,863,714

Gross unrealized depreciation

(6,010,597 )

Net unrealized appreciation (depreciation) on securities and other investments

$ 76,853,117

 

 

Tax cost

$ 487,842,005

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of prior fiscal period end and is subject to adjustment.

Fiscal year of expiration

 

2017

$ (39,498,531)

2018

(97,975,780 )

Total capital loss carryforward

$ (137,474,311 )

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $209,978,393 and $214,988,416, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Fidelity Value Discovery as compared to its benchmark index, the Russell 3000® Value Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .54% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Fidelity Value Discovery. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Average
Net Assets
*

Fidelity Value Discovery

$ 454,089

.19

Class K

17,979

.05

 

$ 472,068

 

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions .

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $8,483 for the period.

Semiannual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $226 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. At period end, there were no security loans outstanding. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $11,644. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $954 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $41.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $4,348.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
January 31,
2014

Year ended
July 31,
2013

From net investment income

 

 

Fidelity Value Discovery

$ 5,880,682

$ 6,759,572

Class K

1,084,045

1,052,270

Total

$ 6,964,727

$ 7,811,842

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended January 31,
2014

Year ended
July 31,
2013

Six months ended January 31,
2014

Year ended
July 31,
2013

Fidelity Value Discovery

 

 

 

 

Shares sold

1,763,451

1,517,235

$ 36,788,822

$ 26,779,567

Reinvestment of distributions

278,378

400,899

5,640,308

6,508,716

Shares redeemed

(1,750,643 )

(5,502,085 )

(35,812,498 )

(93,974,977 )

Net increase (decrease)

291,186

(3,583,951 )

$ 6,616,632

$ (60,686,694 )

Class K

 

 

 

 

Shares sold

712,019

887,047

$ 14,592,610

$ 15,454,108

Reinvestment of distributions

53,522

64,874

1,084,045

1,052,270

Shares redeemed

(489,426 )

(822,447 )

(10,160,711 )

(14,135,914 )

Net increase (decrease)

276,115

129,474

$ 5,515,944

$ 2,370,464

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

FVD-K-USAN-0314
1.863361.105

Fidelity ®

Value Discovery

Fund

Semiannual Report

January 31, 2014

(Fidelity Cover Art)


Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2014 FMR LLC. All rights reserved.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov . A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2013 to January 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Semiannual Report

Shareholder Expense Example - continued

 

Annualized
Expense Ratio
B

Beginning
Account Value
August 1, 2013

Ending
Account Value
January 31, 2014

Expenses Paid
During Period
*
August 1, 2013 to January 31, 2014

Fidelity Value Discovery

.80%

 

 

 

Actual

 

$ 1,000.00

$ 1,069.30

$ 4.17

Hypothetical A

 

$ 1,000.00

$ 1,021.17

$ 4.08

Class K

.65%

 

 

 

Actual

 

$ 1,000.00

$ 1,070.00

$ 3.39

Hypothetical A

 

$ 1,000.00

$ 1,021.93

$ 3.31

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report


Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

JPMorgan Chase & Co.

4.1

3.6

Chevron Corp.

3.6

4.5

Wells Fargo & Co.

3.5

3.5

Exxon Mobil Corp.

2.8

3.5

Berkshire Hathaway, Inc. Class B

2.7

3.5

U.S. Bancorp

2.6

2.1

Cisco Systems, Inc.

2.5

2.5

Johnson & Johnson

2.5

0.7

Apple, Inc.

2.3

1.9

Teva Pharmaceutical Industries Ltd. sponsored ADR

2.1

1.0

 

28.7

Top Five Market Sectors as of January 31, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

27.7

26.7

Health Care

15.6

16.7

Information Technology

15.5

15.3

Energy

11.4

13.5

Consumer Staples

8.5

6.2

Asset Allocation (% of fund's net assets)

As of January 31, 2014 *

As of July 31, 2013 **

PUR897951

Stocks 96.7%

 

PUR897951

Stocks 98.2%

 

PUR898007

Convertible
Securities 0.0%

 

PUR897954

Convertible
Securities 0.8%

 

PUR897958

Short-Term
Investments and
Net Other Assets (Liabilities) 3.3%

 

PUR897958

Short-Term
Investments and
Net Other Assets (Liabilities) 1.0%

 

* Foreign investments

16.7%

 

** Foreign investments

13.2%

 

PUR898025

Semiannual Report


Investments January 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.7%

Shares

Value

CONSUMER DISCRETIONARY - 8.3%

Auto Components - 0.9%

Hyundai Mobis

18,735

$ 5,311,473

Diversified Consumer Services - 0.4%

Steiner Leisure Ltd. (a)

46,068

2,257,793

Media - 3.1%

Comcast Corp. Class A

100,253

5,458,776

John Wiley & Sons, Inc. Class A

85,185

4,611,916

Viacom, Inc. Class B (non-vtg.)

93,600

7,684,560

 

17,755,252

Multiline Retail - 1.9%

Kohl's Corp.

68,600

3,473,218

Macy's, Inc.

132,153

7,030,540

 

10,503,758

Specialty Retail - 1.3%

AutoZone, Inc. (a)

8,885

4,398,608

Bed Bath & Beyond, Inc. (a)

48,500

3,096,725

 

7,495,333

Textiles, Apparel & Luxury Goods - 0.7%

Coach, Inc.

79,135

3,789,775

TOTAL CONSUMER DISCRETIONARY

47,113,384

CONSUMER STAPLES - 8.5%

Beverages - 0.6%

C&C Group PLC

609,345

3,451,659

Food & Staples Retailing - 4.3%

CVS Caremark Corp.

169,200

11,458,224

Kroger Co.

121,004

4,368,244

Tesco PLC

543,800

2,857,649

Wal-Mart Stores, Inc.

74,200

5,541,256

 

24,225,373

Food Products - 0.7%

The J.M. Smucker Co.

44,031

4,244,148

Household Products - 1.4%

Central Garden & Pet Co. Class A (non-vtg.) (a)

471,359

2,941,280

Energizer Holdings, Inc.

54,900

5,188,050

 

8,129,330

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Tobacco - 1.5%

British American Tobacco PLC sponsored ADR

30,145

$ 2,893,619

Lorillard, Inc.

110,300

5,428,966

 

8,322,585

TOTAL CONSUMER STAPLES

48,373,095

ENERGY - 11.4%

Energy Equipment & Services - 1.5%

Ensco PLC Class A

52,203

2,629,465

National Oilwell Varco, Inc.

81,200

6,090,812

 

8,720,277

Oil, Gas & Consumable Fuels - 9.9%

Chevron Corp.

182,581

20,381,517

Exxon Mobil Corp.

168,928

15,568,404

Marathon Petroleum Corp.

73,200

6,372,060

Phillips 66 Co.

94,900

6,936,241

Suncor Energy, Inc.

201,700

6,626,445

 

55,884,667

TOTAL ENERGY

64,604,944

FINANCIALS - 27.7%

Capital Markets - 1.3%

East Capital Explorer AB (a)

86,479

792,005

GP Investments Ltd. Class A (depositary receipt) (a)

1,628,600

3,171,831

MLP AG

440,172

3,376,144

 

7,339,980

Commercial Banks - 6.8%

SunTrust Banks, Inc.

109,900

4,068,498

U.S. Bancorp

368,800

14,652,424

Wells Fargo & Co.

437,537

19,837,928

 

38,558,850

Consumer Finance - 2.6%

American Express Co.

65,300

5,551,806

Capital One Financial Corp.

126,382

8,923,833

 

14,475,639

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Diversified Financial Services - 6.8%

Berkshire Hathaway, Inc. Class B (a)

136,711

$ 15,256,948

JPMorgan Chase & Co.

425,441

23,552,412

 

38,809,360

Insurance - 6.6%

ACE Ltd.

68,400

6,416,604

Allied World Assurance Co. Holdings Ltd.

26,600

2,737,672

Everest Re Group Ltd.

30,204

4,372,331

Fidelity National Financial, Inc. Class A

183,020

5,772,451

Greenlight Capital Re, Ltd. (a)

90,875

2,919,814

MetLife, Inc.

85,121

4,175,185

ProAssurance Corp.

64,700

3,005,962

Prudential PLC

139,248

2,803,085

The Travelers Companies, Inc.

66,113

5,373,665

 

37,576,769

Real Estate Investment Trusts - 3.6%

American Capital Agency Corp.

323,399

6,775,209

Annaly Capital Management, Inc.

640,858

6,902,041

MFA Financial, Inc.

927,864

6,764,129

 

20,441,379

TOTAL FINANCIALS

157,201,977

HEALTH CARE - 15.6%

Biotechnology - 2.0%

Amgen, Inc.

98,191

11,679,820

Health Care Equipment & Supplies - 0.6%

Stryker Corp.

45,400

3,523,040

Health Care Providers & Services - 6.1%

Cigna Corp.

88,338

7,624,453

Express Scripts Holding Co. (a)

112,101

8,372,824

Humana, Inc.

39,750

3,867,675

Select Medical Holdings Corp.

416,279

4,495,813

UnitedHealth Group, Inc.

139,100

10,054,148

 

34,414,913

Pharmaceuticals - 6.9%

AstraZeneca PLC sponsored ADR

99,500

6,318,250

GlaxoSmithKline PLC sponsored ADR

70,639

3,640,734

Johnson & Johnson

157,508

13,934,733

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Mylan, Inc. (a)

73,695

$ 3,346,490

Teva Pharmaceutical Industries Ltd. sponsored ADR

262,068

11,696,095

 

38,936,302

TOTAL HEALTH CARE

88,554,075

INDUSTRIALS - 5.3%

Electrical Equipment - 1.2%

Emerson Electric Co.

52,840

3,484,270

Prysmian SpA

119,800

2,930,957

 

6,415,227

Machinery - 2.1%

Deere & Co.

56,790

4,881,668

Global Brass & Copper Holdings, Inc.

150,749

2,606,450

Valmont Industries, Inc.

31,300

4,581,694

 

12,069,812

Marine - 0.5%

Ultrapetrol (Bahamas) Ltd. (a)

881,600

2,926,912

Professional Services - 1.0%

Dun & Bradstreet Corp.

51,665

5,683,150

Trading Companies & Distributors - 0.5%

Houston Wire & Cable Co.

217,200

2,873,556

TOTAL INDUSTRIALS

29,968,657

INFORMATION TECHNOLOGY - 14.5%

Communications Equipment - 2.5%

Cisco Systems, Inc.

648,218

14,202,456

Computers & Peripherals - 4.8%

Apple, Inc.

25,600

12,815,360

EMC Corp.

310,700

7,531,368

Hewlett-Packard Co.

243,012

7,047,348

 

27,394,076

Electronic Equipment & Components - 0.6%

TE Connectivity Ltd.

58,602

3,311,599

IT Services - 3.6%

Amdocs Ltd.

106,643

4,613,376

Fiserv, Inc. (a)

102,400

5,739,520

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

IT Services - continued

IBM Corp.

35,560

$ 6,282,741

The Western Union Co.

243,200

3,745,280

 

20,380,917

Semiconductors & Semiconductor Equipment - 0.7%

Skyworks Solutions, Inc. (a)

128,750

3,894,688

Software - 2.3%

CA Technologies, Inc.

99,055

3,177,684

Microsoft Corp.

265,224

10,038,728

 

13,216,412

TOTAL INFORMATION TECHNOLOGY

82,400,148

MATERIALS - 2.4%

Chemicals - 1.8%

Agrium, Inc.

31,500

2,746,545

CF Industries Holdings, Inc.

20,145

4,650,675

Potash Corp. of Saskatchewan, Inc.

90,700

2,843,766

 

10,240,986

Containers & Packaging - 0.6%

Ball Corp.

66,300

3,393,897

TOTAL MATERIALS

13,634,883

UTILITIES - 2.0%

Electric Utilities - 2.0%

American Electric Power Co., Inc.

109,300

5,334,933

Edison International

119,300

5,745,488

 

11,080,421

TOTAL COMMON STOCKS

(Cost $462,682,843)


542,931,584

Nonconvertible Preferred Stocks - 1.0%

 

 

 

 

INFORMATION TECHNOLOGY - 1.0%

Semiconductors & Semiconductor Equipment - 1.0%

Samsung Electronics Co. Ltd.

(Cost $5,936,406)

6,321


5,514,007

Money Market Funds - 2.9%

Shares

Value

Fidelity Cash Central Fund, 0.10% (b)
(Cost $16,249,531)

16,249,531

$ 16,249,531

TOTAL INVESTMENT PORTFOLIO - 99.6%

(Cost $484,868,780)

564,695,122

NET OTHER ASSETS (LIABILITIES) - 0.4%

2,507,739

NET ASSETS - 100%

$ 567,202,861

Legend

(a) Non-income producing

(b) Affiliated fund that is generally 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.

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

Fidelity Cash Central Fund

$ 4,955

Fidelity Securities Lending Cash Central Fund

11,644

Total

$ 16,599

Other Information

The following is a summary of the inputs used, as of January 31, 2014, 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 in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 47,113,384

$ 41,801,911

$ 5,311,473

$ -

Consumer Staples

48,373,095

45,515,446

2,857,649

-

Energy

64,604,944

64,604,944

-

-

Financials

157,201,977

154,398,892

2,803,085

-

Health Care

88,554,075

88,554,075

-

-

Industrials

29,968,657

29,968,657

-

-

Information Technology

87,914,155

82,400,148

5,514,007

-

Materials

13,634,883

13,634,883

-

-

Utilities

11,080,421

11,080,421

-

-

Money Market Funds

16,249,531

16,249,531

-

-

Total Investments in Securities:

$ 564,695,122

$ 548,208,908

$ 16,486,214

$ -

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America

83.3%

United Kingdom

3.6%

Switzerland

2.2%

Canada

2.2%

Israel

2.1%

Korea (South)

1.9%

Bermuda

1.4%

Others (Individually Less Than 1%)

3.3%

 

100.0%

See accompanying notes which are an integral part of the financial statements.

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

 

January 31, 2014 (Unaudited)

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $468,619,249)

$ 548,445,591

 

Fidelity Central Funds (cost $16,249,531)

16,249,531

 

Total Investments (cost $484,868,780)

 

$ 564,695,122

Receivable for investments sold

16,605,404

Receivable for fund shares sold

303,689

Dividends receivable

240,220

Distributions receivable from Fidelity Central Funds

3,535

Prepaid expenses

1,071

Other receivables

3,931

Total assets

581,852,972

 

 

 

Liabilities

Payable for investments purchased

$ 13,925,455

Payable for fund shares redeemed

334,432

Accrued management fee

260,151

Other affiliated payables

97,643

Other payables and accrued expenses

32,430

Total liabilities

14,650,111

 

 

 

Net Assets

$ 567,202,861

Net Assets consist of:

 

Paid in capital

$ 575,546,880

Undistributed net investment income

701,570

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(88,870,579)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

79,824,990

Net Assets

$ 567,202,861

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Assets and Liabilities - continued

 

January 31, 2014 (Unaudited)

 

 

 

Fidelity Value Discovery :
Net Asset Value
, offering price and redemption price per share ($486,305,674 ÷ 23,117,752 shares)

$ 21.04

 

 

 

Class K :
Net Asset Value
, offering price and redemption price per share ($80,897,187 ÷ 3,848,827 shares)

$ 21.02

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

 

Six months ended January 31, 2014
(Unaudited)

 

 

 

Investment Income

 

 

Dividends

 

$ 5,204,623

Interest

 

287,977

Income from Fidelity Central Funds

 

16,599

Total income

 

5,509,199

 

 

 

Expenses

Management fee
Basic fee

$ 1,499,245

Performance adjustment

(24,711)

Transfer agent fees

472,067

Accounting and security lending fees

103,526

Custodian fees and expenses

9,424

Independent trustees' compensation

1,140

Registration fees

30,371

Audit

26,398

Legal

1,633

Miscellaneous

1,911

Total expenses before reductions

2,121,004

Expense reductions

(5,343 )

2,115,661

Net investment income (loss)

3,393,538

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

51,908,303

Foreign currency transactions

(32,984 )

Total net realized gain (loss)

 

51,875,319

Change in net unrealized appreciation (depreciation) on:

Investment securities

(19,422,493)

Assets and liabilities in foreign currencies

3,525

Total change in net unrealized appreciation (depreciation)

 

(19,418,968 )

Net gain (loss)

32,456,351

Net increase (decrease) in net assets resulting from operations

$ 35,849,889

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

 

Six months ended January 31, 2014 (Unaudited)

Year ended
July 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 3,393,538

$ 8,070,935

Net realized gain (loss)

51,875,319

55,424,550

Change in net unrealized appreciation (depreciation)

(19,418,968 )

62,525,269

Net increase (decrease) in net assets resulting
from operations

35,849,889

126,020,754

Distributions to shareholders from net investment income

(6,964,727)

(7,811,842)

Share transactions - net increase (decrease)

12,132,576

(58,316,230 )

Total increase (decrease) in net assets

41,017,738

59,892,682

 

 

 

Net Assets

Beginning of period

526,185,123

466,292,441

End of period (including undistributed net investment income of $701,570 and undistributed net investment income of $4,272,759, respectively)

$ 567,202,861

$ 526,185,123

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Fidelity Value Discovery

 

Six months ended January 31, 2014

Years ended July 31,

  

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 19.93

$ 15.62

$ 14.98

$ 12.91

$ 11.58

$ 15.12

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .13

  .29

  .22

  .13

  .14 G

  .17

Net realized and unrealized gain (loss)

  1.24

  4.29

  .57

  2.13

  1.31

  (3.51 )

Total from investment operations

  1.37

  4.58

  .79

  2.26

  1.45

  (3.34 )

Distributions from net investment income

  (.26)

  (.27)

  (.15)

  (.19)

  (.12)

  (.18)

Distributions from net realized gain

  -

  -

  -

  -

  -

  (.02 )

Total distributions

  (.26 )

  (.27 )

  (.15 )

  (.19 )

  (.12 )

  (.20 )

Net asset value, end of period

$ 21.04

$ 19.93

$ 15.62

$ 14.98

$ 12.91

$ 11.58

Total Return B,C

  6.93%

  29.72%

  5.43%

  17.69%

  12.60%

  (22.14)%

Ratios to Average Net Assets E,H

 

 

 

 

 

Expenses before reductions

  .80% A

  .74%

  .87%

  .80%

  .96%

  .93%

Expenses net of fee waivers, if any

  .80% A

  .74%

  .87%

  .80%

  .96%

  .93%

Expenses net of all reductions

  .80% A

  .73%

  .87%

  .79%

  .95%

  .92%

Net investment income (loss)

  1.23% A

  1.66%

  1.49%

  .88%

  1.10% G

  1.61%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 486,306

$ 454,974

$ 412,499

$ 540,644

$ 598,561

$ 642,054

Portfolio turnover rate F

  79% A

  55%

  92%

  59%

  116%

  165%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .48%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class K

 

Six months ended January 31, 2014

Years ended July 31,

,

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 19.93

$ 15.62

$ 14.99

$ 12.92

$ 11.59

$ 15.12

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) D

  .14

  .32

  .25

  .15

  .17 G

  .18

Net realized and unrealized gain (loss)

  1.24

  4.29

  .56

  2.14

  1.31

  (3.49 )

Total from investment operations

  1.38

  4.61

  .81

  2.29

  1.48

  (3.31 )

Distributions from net investment income

  (.29)

  (.30)

  (.18)

  (.22)

  (.15)

  (.20)

Distributions from net realized gain

  -

  -

  -

  -

  -

  (.02 )

Total distributions

  (.29 )

  (.30 )

  (.18 )

  (.22 )

  (.15 )

  (.22 )

Net asset value, end of period

$ 21.02

$ 19.93

$ 15.62

$ 14.99

$ 12.92

$ 11.59

Total Return B,C

  7.00%

  29.97%

  5.59%

  17.93%

  12.84%

  (21.94)%

Ratios to Average Net Assets E,H

 

 

 

 

 

Expenses before reductions

  .65% A

  .57%

  .68%

  .61%

  .75%

  .69%

Expenses net of fee waivers, if any

  .65% A

  .57%

  .68%

  .61%

  .75%

  .69%

Expenses net of all reductions

  .65% A

  .56%

  .68%

  .60%

  .74%

  .69%

Net investment income (loss)

  1.38% A

  1.83%

  1.68%

  1.07%

  1.31% G

  1.84%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 80,897

$ 71,212

$ 53,794

$ 41,562

$ 38,583

$ 30,957

Portfolio turnover rate F

  79% A

  55%

  92%

  59%

  116%

  165%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

D Calculated based on average shares outstanding during the period.

E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .70%.

H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report


Notes to Financial Statements

For the period ended January 31, 2014 (Unaudited)

1. Organization.

Fidelity® Value Discovery Fund (the Fund) is a fund of Fidelity Puritan Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Fidelity Value Discovery and Class K, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

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)

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 a third party pricing vendor 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 market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of January 31, 2014 is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, market discount, capital loss carryforwards and losses deferred due to wash sales.

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ 82,863,714

Gross unrealized depreciation

(6,010,597 )

Net unrealized appreciation (depreciation) on securities and other investments

$ 76,853,117

 

 

Tax cost

$ 487,842,005

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of prior fiscal period end and is subject to adjustment.

Fiscal year of expiration

 

2017

$ (39,498,531)

2018

(97,975,780 )

Total capital loss carryforward

$ (137,474,311 )

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $209,978,393 and $214,988,416, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Fidelity Value Discovery as compared to its benchmark index, the Russell 3000® Value Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .54% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Fidelity Value Discovery. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each applicable class were as follows:

 

Amount

% of
Average
Net Assets
*

Fidelity Value Discovery

$ 454,089

.19

Class K

17,979

.05

 

$ 472,068

 

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions .

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $8,483 for the period.

Semiannual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $226 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. At period end, there were no security loans outstanding. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $11,644. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $954 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $41.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $4,348.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
January 31,
2014

Year ended
July 31,
2013

From net investment income

 

 

Fidelity Value Discovery

$ 5,880,682

$ 6,759,572

Class K

1,084,045

1,052,270

Total

$ 6,964,727

$ 7,811,842

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended January 31,
2014

Year ended
July 31,
2013

Six months ended January 31,
2014

Year ended
July 31,
2013

Fidelity Value Discovery

 

 

 

 

Shares sold

1,763,451

1,517,235

$ 36,788,822

$ 26,779,567

Reinvestment of distributions

278,378

400,899

5,640,308

6,508,716

Shares redeemed

(1,750,643 )

(5,502,085 )

(35,812,498 )

(93,974,977 )

Net increase (decrease)

291,186

(3,583,951 )

$ 6,616,632

$ (60,686,694 )

Class K

 

 

 

 

Shares sold

712,019

887,047

$ 14,592,610

$ 15,454,108

Reinvestment of distributions

53,522

64,874

1,084,045

1,052,270

Shares redeemed

(489,426 )

(822,447 )

(10,160,711 )

(14,135,914 )

Net increase (decrease)

276,115

129,474

$ 5,515,944

$ 2,370,464

11. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) PUR897997
1-800-544-5555

PUR897997
Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

FVD-USAN-0314
1.789740.110

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the Fidelity Puritan Trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Puritan 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 second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Not applicable.

(a)

(2)

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.

(a)

(3)

Not applicable.

(b)

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

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 Puritan Trust

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

March 27, 2014

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:

March 27, 2014

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

March 27, 2014  

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