Fidelity Focused Stock Fund NCSR Certified annual shareholder report (management investment company)

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 811-2841

Fidelity Capital Trust

(Exact name of registrant as specified in charter)

245 Summer St., Boston, Massachusetts 02210

(Address of principal executive offices) (Zip code)

Marc Bryant, 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:	October 31

Date of reporting period:	October 31, 2017

Item 1.

Reports to Stockholders

Fidelity® Stock Selector Small Cap Fund

Annual Report

October 31, 2017

Contents

Performance
Management's Discussion of Fund Performance
Investment Summary
Investments
Financial Statements
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
Trustees and Officers
Shareholder Expense Example
Distributions
Board Approval of Investment Advisory Contracts and Management Fees

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.

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.institutional.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.

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The hypothetical investment and the average annual total returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund’s total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

For the periods ended October 31, 2017	Past 1 year	Past 5 years	Past 10 years
Fidelity® Stock Selector Small Cap Fund	22.00%	12.92%	5.23%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Stock Selector Small Cap Fund, a class of the fund, on October 31, 2007.

The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Index performed over the same period.

	Period Ending Values
	$16,643	Fidelity® Stock Selector Small Cap Fund
	$20,870	Russell 2000® Index

Management's Discussion of Fund Performance

Market Recap: The U.S. equity bellwether S&P 500^® index gained 23.63% for the year ending October 31, 2017. Equity markets rose sharply following the November election and continued to rally through the end of February on optimism for President Trump’s pro-business agenda. Stocks leveled off in March amid fading optimism and stalled efforts by Congress to repeal and replace the Affordable Care Act. Upward momentum soon returned and continued through period end amid positive consumer sentiment and other market indicators. The lone exception was a brief cooldown in August, when geopolitical tension escalated and uncertainty grew regarding the future of health care, tax reform and the debt ceiling. Sector-wise, information technology (+39%) performed best, surging as a handful of major index constituents posted strong returns. Financials gained 37%, riding an uptick in bond yields and a surge in banks. Materials (+29%) also did well, spurred by higher demand, especially from China. Conversely, consumer discretionary (+20%) lagged the broader market, as brick-and-mortar retailers continued to suffer from increased online competition. Rising interest rates held back real estate (+9%) and sluggish oil prices dragged on energy (+2%). Consumer staples (+4%) and telecommunication services (-1%) struggled due to investors’ general preference for risk assets.

Comments from Lead Portfolio Manager Richard Thompson: For the fiscal year ending October 31, 2017, the fund’s Retail Class shares gained 22%, lagging the 27.85% return of the benchmark Russell 2000^® Index. Weak stock selection was the biggest detractor versus the benchmark, with nine of 11 sector sleeves underperforming the corresponding results of the Russell index. Specifically, our picks in financials, particularly in banks, and information technology were the most detrimental on a relative basis. Individually, the fund’s overweighting in non-bank ATM operator Cardtronics was the fund’s biggest relative detractor. Shares declined after the company reduced its earnings estimates, which were hampered by lower interchange fees in Australia (a primary market), investors became concerned about a slowdown in earnings growth as one of Cardtronics’ largest customers winds down its contract with the company. Elsewhere, a non-benchmark stake in oil and natural gas drilling operator Nabors Industries also hurt, as the company reported poor operational performance and a less-bullish land-drilling outlook in the U.S. On the positive side, choices in consumer staples helped most. The fund’s largest individual contributor, however, came from the health care segment: biotechnology company AnaptysBio. In early October, shares of the stock soared after the company announced positive Phase 2 data on its atopic dermatitis drug in clinical trials.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Investment Summary (Unaudited)

Top Ten Stocks as of October 31, 2017

	% of fund's net assets	% of fund's net assets 6 months ago
EMCOR Group, Inc.	1.2	1.1
RingCentral, Inc.	1.0	0.0
BancFirst Corp.	0.9	1.0
Banner Corp.	0.9	0.9
Cotiviti Holdings, Inc.	0.9	0.7
WSFS Financial Corp.	0.9	1.0
Associated Banc-Corp.	0.9	0.9
Wintrust Financial Corp.	0.9	0.0
Washington Federal, Inc.	0.9	0.8
Primerica, Inc.	0.9	0.7
	9.4

Top Five Market Sectors as of October 31, 2017

	% of fund's net assets	% of fund's net assets 6 months ago
Financials	19.2	19.4
Information Technology	17.7	17.2
Industrials	16.0	15.3
Health Care	13.6	12.1
Consumer Discretionary	11.0	12.2

Asset Allocation (% of fund's net assets)

As of October 31, 2017^*
	Stocks	98.3%
	Short-Term Investments and Net Other Assets (Liabilities)	1.7%

* Foreign investments - 9.8%

As of April 30, 2017 ^*
	Stocks and Equity Futures	98.3%
	Short-Term Investments and Net Other Assets (Liabilities)	1.7%

* Foreign investments - 8.9%

Percentages shown as 0.0% may reflect amounts less than 0.05%.

Investments October 31, 2017

Showing Percentage of Net Assets

Common Stocks - 98.3%
	Shares	Value (000s)
CONSUMER DISCRETIONARY - 11.0%
Auto Components - 1.3%
Standard Motor Products, Inc.	149,102	$6,511
Tenneco, Inc.	135,284	7,861
Visteon Corp. (a)	53,100	6,693
		21,065
Diversified Consumer Services - 0.4%
Service Corp. International	185,400	6,574
Hotels, Restaurants & Leisure - 1.9%
Bojangles', Inc. (a)(b)	16,250	199
Cedar Fair LP (depositary unit)	88,100	5,515
Dave & Buster's Entertainment, Inc. (a)	22,200	1,070
Eldorado Resorts, Inc. (a)	47,600	1,223
Marriott Vacations Worldwide Corp.	72,800	9,582
Papa John's International, Inc. (b)	103,900	7,070
Penn National Gaming, Inc. (a)	202,500	5,283
		29,942
Household Durables - 2.6%
CalAtlantic Group, Inc.	117,500	5,797
Cavco Industries, Inc. (a)	51,700	8,112
Helen of Troy Ltd. (a)	77,569	7,206
Taylor Morrison Home Corp. (a)	375,800	9,076
TopBuild Corp. (a)	150,800	9,951
TRI Pointe Homes, Inc. (a)	93,660	1,657
		41,799
Leisure Products - 0.4%
Brunswick Corp.	78,496	3,976
Johnson Outdoors, Inc. Class A	37,533	2,823
		6,799
Media - 0.9%
Cinemark Holdings, Inc.	176,400	6,410
Lions Gate Entertainment Corp. Class B	255,500	7,067
		13,477
Multiline Retail - 0.5%
Ollie's Bargain Outlet Holdings, Inc. (a)	163,900	7,318
Specialty Retail - 1.3%
Burlington Stores, Inc. (a)	63,100	5,924
Murphy U.S.A., Inc. (a)	78,900	5,867
The Children's Place Retail Stores, Inc.	74,000	8,051
		19,842
Textiles, Apparel & Luxury Goods - 1.7%
Deckers Outdoor Corp. (a)	80,500	5,493
Emerald Expositions Events, Inc.	240,000	5,590
Steven Madden Ltd. (a)	224,259	8,746
Wolverine World Wide, Inc.	276,000	7,535
		27,364

TOTAL CONSUMER DISCRETIONARY		174,180

CONSUMER STAPLES - 2.4%
Beverages - 0.2%
Cott Corp.	193,700	2,906
Food & Staples Retailing - 0.4%
Performance Food Group Co. (a)	204,175	5,778
Food Products - 1.2%
Cranswick PLC	84,500	3,457
Hostess Brands, Inc. Class A (a)	260,667	3,005
Ingredion, Inc.	31,700	3,974
J&J Snack Foods Corp.	33,575	4,471
Lamb Weston Holdings, Inc.	75,800	3,865
		18,772
Household Products - 0.3%
Central Garden & Pet Co. Class A (non-vtg.) (a)	140,900	5,201
Personal Products - 0.3%
Inter Parfums, Inc.	109,300	5,061

TOTAL CONSUMER STAPLES		37,718

ENERGY - 4.1%
Energy Equipment & Services - 1.1%
Archrock, Inc.	244,329	2,932
Nabors Industries Ltd.	787,700	4,435
Rowan Companies PLC (a)	362,340	5,192
Total Energy Services, Inc.	419,493	4,939
		17,498
Oil, Gas & Consumable Fuels - 3.0%
Boardwalk Pipeline Partners, LP	391,408	5,488
DCP Midstream Partners LP	82,200	2,719
Delek U.S. Holdings, Inc.	230,900	6,015
Diamondback Energy, Inc. (a)	61,507	6,591
Newfield Exploration Co. (a)	177,488	5,465
PDC Energy, Inc. (a)	151,000	7,690
Warrior Metropolitan Coal, Inc. (b)	215,000	5,594
WPX Energy, Inc. (a)	728,590	8,218
		47,780

TOTAL ENERGY		65,278

FINANCIALS - 19.2%
Banks - 11.6%
Associated Banc-Corp.	554,923	14,040
BancFirst Corp.	271,156	14,819
Banner Corp.	250,429	14,355
Boston Private Financial Holdings, Inc.	382,327	6,079
City Holding Co.	143,799	10,136
Columbia Banking Systems, Inc.	315,500	13,727
Community Bank System, Inc.	137,351	7,594
Cullen/Frost Bankers, Inc.	89,300	8,796
CVB Financial Corp.	528,200	12,603
First Merchants Corp.	268,637	11,551
Hilltop Holdings, Inc.	250,428	5,900
Huntington Bancshares, Inc.	53,114	733
Independent Bank Corp., Massachusetts	144,342	10,407
Stock Yards Bancorp, Inc.	305,882	11,547
Tompkins Financial Corp.	143,738	12,522
TowneBank	304,162	10,189
Trico Bancshares	105,347	4,363
Wintrust Financial Corp.	171,700	13,957
		183,318
Capital Markets - 0.7%
OM Asset Management Ltd.	729,210	11,142
Diversified Financial Services - 1.3%
Camping World Holdings, Inc.	126,200	5,303
Cotiviti Holdings, Inc. (a)	408,200	14,352
		19,655
Insurance - 3.0%
Employers Holdings, Inc.	280,386	13,374
First American Financial Corp.	196,800	10,710
James River Group Holdings Ltd.	233,853	9,897
Primerica, Inc.	157,200	13,912
		47,893
Thrifts & Mortgage Finance - 2.6%
Beneficial Bancorp, Inc.	736,800	12,157
Washington Federal, Inc.	400,863	13,950
WSFS Financial Corp.	287,442	14,286
		40,393

TOTAL FINANCIALS		302,401

HEALTH CARE - 13.6%
Biotechnology - 8.0%
Abeona Therapeutics, Inc. (a)(b)	223,873	4,019
ACADIA Pharmaceuticals, Inc. (a)	107,652	3,750
Acorda Therapeutics, Inc. (a)	237,800	6,320
Advanced Accelerator Applications SA sponsored ADR (a)(b)	109,900	8,902
Agios Pharmaceuticals, Inc. (a)(b)	87,515	5,625
Amarin Corp. PLC ADR (a)(b)	278,200	946
AnaptysBio, Inc.	121,000	7,990
Ascendis Pharma A/S sponsored ADR (a)	189,306	6,433
Audentes Therapeutics, Inc. (a)	172,300	4,581
BioMarin Pharmaceutical, Inc. (a)	41,256	3,387
bluebird bio, Inc. (a)	61,728	8,586
Cellectis SA sponsored ADR (a)	117,600	4,117
Coherus BioSciences, Inc. (a)	147,300	1,657
Curis, Inc. (a)	1,510,448	2,387
CytomX Therapeutics, Inc. (a)	78,100	1,562
CytomX Therapeutics, Inc. (a)(c)	27,627	553
FibroGen, Inc. (a)	110,500	6,171
Five Prime Therapeutics, Inc. (a)	95,400	4,280
Heron Therapeutics, Inc. (a)	144,200	2,213
Insmed, Inc. (a)	232,765	6,287
Intercept Pharmaceuticals, Inc. (a)	27,988	1,725
Ionis Pharmaceuticals, Inc. (a)	76,128	4,348
La Jolla Pharmaceutical Co. (a)	167,600	5,759
Neurocrine Biosciences, Inc. (a)	118,260	7,345
Protagonist Therapeutics, Inc. (a)(b)	164,000	2,455
Sage Therapeutics, Inc. (a)	26,400	1,671
Sienna Biopharmaceuticals, Inc. (b)	37,784	741
Spark Therapeutics, Inc. (a)	81,100	6,561
TESARO, Inc. (a)	45,600	5,279
		125,650
Health Care Equipment & Supplies - 3.5%
Cantel Medical Corp.	140,200	13,751
Integra LifeSciences Holdings Corp. (a)	191,312	8,950
iRhythm Technologies, Inc.	136,800	6,970
Nanosonics Ltd. (a)	2,344,958	5,384
Orthofix International NV (a)	37,894	2,036
Steris PLC	82,900	7,737
Wright Medical Group NV (a)	409,857	10,742
		55,570
Health Care Providers & Services - 0.6%
G1 Therapeutics, Inc. (b)	193,300	4,568
Premier, Inc. (a)	151,300	4,943
		9,511
Life Sciences Tools & Services - 0.7%
ICON PLC (a)	93,400	11,102
Pharmaceuticals - 0.8%
Clearside Biomedical, Inc. (a)(b)	215,500	1,534
Innoviva, Inc. (a)	281,851	3,450
Prestige Brands Holdings, Inc. (a)	69,346	3,252
Theravance Biopharma, Inc. (a)(b)	171,578	4,952
		13,188

TOTAL HEALTH CARE		215,021

INDUSTRIALS - 16.0%
Aerospace & Defense - 1.6%
Moog, Inc. Class A (a)	157,007	13,779
Teledyne Technologies, Inc. (a)	64,865	11,024
		24,803
Air Freight & Logistics - 0.5%
Air Transport Services Group, Inc. (a)	344,918	8,347
Airlines - 0.4%
JetBlue Airways Corp. (a)	355,246	6,803
Building Products - 1.1%
Allegion PLC	80,055	6,676
GCP Applied Technologies, Inc. (a)	122,600	3,586
Simpson Manufacturing Co. Ltd.	128,293	7,151
		17,413
Commercial Services & Supplies - 2.1%
Deluxe Corp.	159,129	11,083
Interface, Inc.	446,930	10,190
Matthews International Corp. Class A	111,897	7,033
Multi-Color Corp.	57,200	4,730
		33,036
Construction & Engineering - 3.3%
Comfort Systems U.S.A., Inc.	258,344	11,445
EMCOR Group, Inc.	237,739	19,148
KBR, Inc.	582,472	11,434
Valmont Industries, Inc.	63,633	10,111
		52,138
Industrial Conglomerates - 0.8%
ITT, Inc.	263,837	12,305
Machinery - 2.3%
AGCO Corp.	103,462	7,094
Colfax Corp. (a)	112,400	4,688
John Bean Technologies Corp.	60,600	6,478
SPX Flow, Inc. (a)	212,209	8,749
Standex International Corp.	86,640	8,972
		35,981
Road & Rail - 0.7%
Landstar System, Inc.	102,100	10,082
Trading Companies & Distributors - 3.2%
Kaman Corp.	209,850	11,739
MRC Global, Inc. (a)	492,424	8,445
SiteOne Landscape Supply, Inc. (a)	115,800	7,354
Titan Machinery, Inc. (a)	363,125	5,407
Watsco, Inc.	54,969	9,156
WESCO International, Inc. (a)	137,954	8,712
		50,813

TOTAL INDUSTRIALS		251,721

INFORMATION TECHNOLOGY - 17.7%
Communications Equipment - 0.1%
CommScope Holding Co., Inc. (a)	33,300	1,070
Electronic Equipment & Components - 3.9%
Cardtronics PLC (a)	236,800	5,423
ePlus, Inc. (a)	125,852	12,031
Jabil, Inc.	217,079	6,139
Orbotech Ltd. (a)	173,412	7,755
Plexus Corp. (a)	172,200	10,578
Tech Data Corp. (a)	117,854	10,933
TTM Technologies, Inc. (a)	587,784	9,275
		62,134
Internet Software & Services - 2.2%
2U, Inc. (a)	195,400	12,433
Five9, Inc. (a)	227,270	5,734
j2 Global, Inc.	132,400	9,816
Web.com Group, Inc. (a)	273,160	6,583
		34,566
IT Services - 3.5%
Amdocs Ltd.	51,000	3,320
Blackhawk Network Holdings, Inc. (a)	196,071	6,657
EPAM Systems, Inc. (a)	133,498	12,168
Euronet Worldwide, Inc. (a)	105,187	10,165
ExlService Holdings, Inc. (a)	169,091	10,555
Maximus, Inc.	176,500	11,725
		54,590
Semiconductors & Semiconductor Equipment - 4.2%
Diodes, Inc. (a)	317,800	10,913
Entegris, Inc.	391,300	12,815
Integrated Device Technology, Inc. (a)	433,000	13,453
Nanometrics, Inc. (a)	247,201	6,988
ON Semiconductor Corp. (a)	452,400	9,645
Semtech Corp. (a)	301,400	12,372
		66,186
Software - 3.8%
Aspen Technology, Inc. (a)	188,300	12,149
Paycom Software, Inc. (a)(b)	134,500	11,056
Pegasystems, Inc.	165,719	9,661
RealPage, Inc. (a)	275,500	11,929
RingCentral, Inc. (a)	362,700	15,288
		60,083

TOTAL INFORMATION TECHNOLOGY		278,629

MATERIALS - 3.6%
Chemicals - 1.9%
Chase Corp.	82,936	9,849
Innospec, Inc.	153,099	9,469
Trinseo SA	93,131	6,612
Tronox Ltd. Class A	168,600	4,463
		30,393
Containers & Packaging - 1.1%
Berry Global Group, Inc. (a)	113,940	6,774
Owens-Illinois, Inc. (a)	203,100	4,852
Sonoco Products Co.	106,441	5,513
		17,139
Metals & Mining - 0.6%
B2Gold Corp. (a)	1,378,657	3,505
Steel Dynamics, Inc.	172,400	6,415
		9,920

TOTAL MATERIALS		57,452

REAL ESTATE - 7.0%
Equity Real Estate Investment Trusts (REITs) - 6.4%
CareTrust (REIT), Inc.	488,800	9,238
CoreSite Realty Corp.	99,597	11,030
Corporate Office Properties Trust (SBI)	278,200	8,883
Equity Lifestyle Properties, Inc.	129,900	11,494
Four Corners Property Trust, Inc.	437,013	10,785
Healthcare Realty Trust, Inc.	355,006	11,445
Mid-America Apartment Communities, Inc.	53,284	5,454
Potlatch Corp.	224,800	11,645
Store Capital Corp.	365,915	9,034
Terreno Realty Corp.	351,100	12,892
		101,900
Real Estate Management & Development - 0.6%
Realogy Holdings Corp.	283,980	9,181

TOTAL REAL ESTATE		111,081

TELECOMMUNICATION SERVICES - 0.3%
Diversified Telecommunication Services - 0.3%
Cogent Communications Group, Inc.	74,000	3,989
UTILITIES - 3.4%
Electric Utilities - 1.6%
El Paso Electric Co.	113,620	6,533
IDACORP, Inc.	111,400	10,252
Portland General Electric Co.	154,268	7,365
		24,150
Gas Utilities - 1.8%
Atmos Energy Corp.	48,038	4,191
New Jersey Resources Corp.	107,200	4,765
South Jersey Industries, Inc.	107,400	3,648
Southwest Gas Holdings, Inc.	109,000	8,981
Spire, Inc.	90,900	7,177
		28,762

TOTAL UTILITIES		52,912

TOTAL COMMON STOCKS
(Cost $1,237,867)		1,550,382
	Principal Amount (000s)	Value (000s)

U.S. Treasury Obligations - 0.0%
U.S. Treasury Bills, yield at date of purchase 1.01% to 1.07% 11/2/17 to 1/11/18 (d)
(Cost $389)	390	389
	Shares	Value (000s)

Money Market Funds - 4.4%
Fidelity Cash Central Fund, 1.10% (e)	32,194,803	$32,201
Fidelity Securities Lending Cash Central Fund 1.11% (e)(f)	36,660,766	36,664
TOTAL MONEY MARKET FUNDS
(Cost $68,861)		68,865
TOTAL INVESTMENT IN SECURITIES - 102.7%
(Cost $1,307,117)		1,619,636
NET OTHER ASSETS (LIABILITIES) - (2.7)%		(42,861)
NET ASSETS - 100%		$1,576,775

Legend

(a) Non-income producing

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

(c) 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 $553,000 or 0.0% of net assets.

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $160,000.

(e) 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.

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

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	$301
Fidelity Securities Lending Cash Central Fund	194
Total	$495

Investment Valuation

The following is a summary of the inputs used, as of October 31, 2017, 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 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
(Amounts in thousands)
Investments in Securities:
Equities:
Consumer Discretionary	$174,180	$174,180	$--	$--
Consumer Staples	37,718	37,718	--	--
Energy	65,278	65,278	--	--
Financials	302,401	302,401	--	--
Health Care	215,021	215,021	--	--
Industrials	251,721	251,721	--	--
Information Technology	278,629	278,629	--	--
Materials	57,452	57,452	--	--
Real Estate	111,081	111,081	--	--
Telecommunication Services	3,989	3,989	--	--
Utilities	52,912	52,912	--	--
U.S. Government and Government Agency Obligations	389	--	389	--
Money Market Funds	68,865	68,865	--	--
Total Investments in Securities:	$1,619,636	$1,619,247	$389	$--

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

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)		October 31, 2017
Assets
Investment in securities, at value (including securities loaned of $36,234) — See accompanying schedule: Unaffiliated issuers (cost $1,238,256)	$1,550,771
Fidelity Central Funds (cost $68,861)	68,865
Total Investment in Securities (cost $1,307,117)		$1,619,636
Cash		27
Receivable for investments sold		5,808
Receivable for fund shares sold		812
Dividends receivable		160
Distributions receivable from Fidelity Central Funds		60
Receivable for daily variation margin on futures contracts		18
Prepaid expenses		3
Other receivables		44
Total assets		1,626,568
Liabilities
Payable for investments purchased	$6,430
Payable for fund shares redeemed	5,659
Accrued management fee	705
Distribution and service plan fees payable	8
Other affiliated payables	276
Other payables and accrued expenses	53
Collateral on securities loaned	36,662
Total liabilities		49,793
Net Assets		$1,576,775
Net Assets consist of:
Paid in capital		$1,118,019
Undistributed net investment income		820
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		145,416
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		312,520
Net Assets		$1,576,775
Calculation of Maximum Offering Price
Class A:
Net Asset Value and redemption price per share ($14,065 ÷ 499.478 shares)		$28.16
Maximum offering price per share (100/94.25 of $28.16)		$29.88
Class M:
Net Asset Value and redemption price per share ($3,157 ÷ 114.840 shares)		$27.49
Maximum offering price per share (100/96.50 of $27.49)		$28.49
Class C:
Net Asset Value and offering price per share ($4,584 ÷ 174.946 shares)^(a)		$26.20
Stock Selector Small Cap:
Net Asset Value, offering price and redemption price per share ($1,511,263 ÷ 52,644.383 shares)		$28.71
Class I:
Net Asset Value, offering price and redemption price per share ($43,051 ÷ 1,495.791 shares)		$28.78
Class Z:
Net Asset Value, offering price and redemption price per share ($655 ÷ 22.737 shares)		$28.81

(a) Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Statement of Operations

Amounts in thousands		Year ended October 31, 2017
Investment Income
Dividends		$15,729
Interest		3
Income from Fidelity Central Funds		495
Total income		16,227
Expenses
Management fee
Basic fee	$9,161
Performance adjustment	(1,207)
Transfer agent fees	2,857
Distribution and service plan fees	94
Accounting and security lending fees	486
Custodian fees and expenses	64
Independent trustees' fees and expenses	6
Registration fees	114
Audit	65
Legal	7
Miscellaneous	12
Total expenses before reductions	11,659
Expense reductions	(121)	11,538
Net investment income (loss)		4,689
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	159,235
Fidelity Central Funds	6
Foreign currency transactions	23
Futures contracts	424
Total net realized gain (loss)		159,688
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers	136,247
Fidelity Central Funds	(10)
Assets and liabilities in foreign currencies	3
Futures contracts	49
Total change in net unrealized appreciation (depreciation)		136,289
Net gain (loss)		295,977
Net increase (decrease) in net assets resulting from operations		$300,666

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

Statement of Changes in Net Assets

Amounts in thousands	Year ended October 31, 2017	Year ended October 31, 2016
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$4,689	$6,798
Net realized gain (loss)	159,688	19,298
Change in net unrealized appreciation (depreciation)	136,289	9,316
Net increase (decrease) in net assets resulting from operations	300,666	35,412
Distributions to shareholders from net investment income	(7,120)	(6,157)
Distributions to shareholders from net realized gain	(17,708)	(88,057)
Total distributions	(24,828)	(94,214)
Share transactions - net increase (decrease)	(119,619)	41,751
Redemption fees	78	179
Total increase (decrease) in net assets	156,297	(16,872)
Net Assets
Beginning of period	1,420,478	1,437,350
End of period	$1,576,775	$1,420,478
Other Information
Undistributed net investment income end of period	$820	$4,434

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

Financial Highlights

Fidelity Stock Selector Small Cap Fund Class A

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$23.48	$24.48	$25.76	$25.32	$19.40
Income from Investment Operations
Net investment income (loss)^A	–^B	.05	.06	.01	(.02)
Net realized and unrealized gain (loss)	5.05	.52	.96	1.68	5.98
Total from investment operations	5.05	.57	1.02	1.69	5.96
Distributions from net investment income	(.07)	(.05)	(.03)	–^B	(.04)
Distributions from net realized gain	(.30)	(1.52)	(2.27)	(1.25)	(.01)
Total distributions	(.37)	(1.57)	(2.30)	(1.25)	(.04)^C
Redemption fees added to paid in capital^A,^B	–	–	–	–	–
Net asset value, end of period	$28.16	$23.48	$24.48	$25.76	$25.32
Total Return^D,^E	21.62%	2.30%	4.19%	6.83%	30.81%
Ratios to Average Net Assets^F,^G
Expenses before reductions	1.05%	1.16%	1.01%	.99%	1.22%
Expenses net of fee waivers, if any	1.04%	1.16%	1.01%	.99%	1.22%
Expenses net of all reductions	1.04%	1.15%	1.00%	.99%	1.20%
Net investment income (loss)	.02%	.22%	.24%	.06%	(.09)%
Supplemental Data
Net assets, end of period (in millions)	$14	$12	$11	$10	$8
Portfolio turnover rate^H	62%	57%	48%	73%	79%

^A Calculated based on average shares outstanding during the period.

^B Amount represents less than $.005 per share.

^C Total distributions of $.04 per share is comprised of distributions from net investment income of $.037 and distributions from net realized gain of $.007 per share.

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

^E Total returns do not include the effect of the sales charges.

^F 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.

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

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

Fidelity Stock Selector Small Cap Fund Class M

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$22.95	$24.00	$25.30	$24.97	$19.15
Income from Investment Operations
Net investment income (loss)^A	(.08)	(.03)	(.03)	(.07)	(.08)
Net realized and unrealized gain (loss)	4.92	.50	.97	1.65	5.90
Total from investment operations	4.84	.47	.94	1.58	5.82
Distributions from net investment income	–	–	–	–	–
Distributions from net realized gain	(.30)	(1.52)	(2.24)	(1.25)	–
Total distributions	(.30)	(1.52)	(2.24)	(1.25)	–
Redemption fees added to paid in capital^A,^B	–	–	–	–	–
Net asset value, end of period	$27.49	$22.95	$24.00	$25.30	$24.97
Total Return^C,^D	21.20%	1.89%	3.90%	6.46%	30.39%
Ratios to Average Net Assets^E,^F
Expenses before reductions	1.39%	1.51%	1.35%	1.32%	1.51%
Expenses net of fee waivers, if any	1.39%	1.51%	1.35%	1.32%	1.51%
Expenses net of all reductions	1.39%	1.50%	1.34%	1.31%	1.49%
Net investment income (loss)	(.33)%	(.13)%	(.10)%	(.27)%	(.38)%
Supplemental Data
Net assets, end of period (in millions)	$3	$3	$3	$3	$2
Portfolio turnover rate^G	62%	57%	48%	73%	79%

^A Calculated based on average shares outstanding during the period.

^B Amount represents less than $.005 per share.

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

^D Total returns do not include the effect of the sales charges.

^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 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.

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

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

Fidelity Stock Selector Small Cap Fund Class C

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$21.99	$23.16	$24.49	$24.32	$18.73
Income from Investment Operations
Net investment income (loss)^A	(.20)	(.13)	(.14)	(.18)	(.19)
Net realized and unrealized gain (loss)	4.71	.48	.93	1.60	5.78
Total from investment operations	4.51	.35	.79	1.42	5.59
Distributions from net investment income	–	–	–	–	–
Distributions from net realized gain	(.30)	(1.52)	(2.12)	(1.25)	–
Total distributions	(.30)	(1.52)	(2.12)	(1.25)	–
Redemption fees added to paid in capital^A,^B	–	–	–	–	–
Net asset value, end of period	$26.20	$21.99	$23.16	$24.49	$24.32
Total Return^C,^D	20.62%	1.41%	3.36%	5.95%	29.85%
Ratios to Average Net Assets^E,^F
Expenses before reductions	1.87%	1.98%	1.84%	1.79%	1.98%
Expenses net of fee waivers, if any	1.87%	1.98%	1.84%	1.79%	1.98%
Expenses net of all reductions	1.86%	1.97%	1.83%	1.79%	1.96%
Net investment income (loss)	(.81)%	(.60)%	(.59)%	(.74)%	(.85)%
Supplemental Data
Net assets, end of period (in millions)	$5	$3	$4	$4	$3
Portfolio turnover rate^G	62%	57%	48%	73%	79%

^A Calculated based on average shares outstanding during the period.

^B Amount represents less than $.005 per share.

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

^D Total returns do not include the effect of the contingent deferred sales charge.

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

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

Fidelity Stock Selector Small Cap Fund

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$23.91	$24.89	$26.15	$25.64	$19.65
Income from Investment Operations
Net investment income (loss)^A	.08	.11	.12	.08	.04
Net realized and unrealized gain (loss)	5.15	.54	.98	1.70	6.06
Total from investment operations	5.23	.65	1.10	1.78	6.10
Distributions from net investment income	(.12)	(.11)	(.09)	(.01)^B	(.10)
Distributions from net realized gain	(.30)	(1.52)	(2.27)	(1.26)^B	(.01)
Total distributions	(.43)^C	(1.63)	(2.36)	(1.27)	(.11)
Redemption fees added to paid in capital^A,^D	–	–	–	–	–
Net asset value, end of period	$28.71	$23.91	$24.89	$26.15	$25.64
Total Return^E	22.00%	2.57%	4.46%	7.08%	31.20%
Ratios to Average Net Assets^F,^G
Expenses before reductions	.75%	.89%	.77%	.73%	.94%
Expenses net of fee waivers, if any	.75%	.89%	.77%	.73%	.93%
Expenses net of all reductions	.74%	.88%	.76%	.72%	.91%
Net investment income (loss)	.31%	.49%	.48%	.32%	.20%
Supplemental Data
Net assets, end of period (in millions)	$1,511	$1,359	$1,372	$1,406	$1,487
Portfolio turnover rate^H	62%	57%	48%	73%	79%

^A Calculated based on average shares outstanding during the period.

^B The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

^C Total distributions of $.43 per share is comprised of distributions from net investment income of $.123 and distributions from net realized gain of $.303 per share.

^D Amount represents less than $.005 per share.

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

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

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

Fidelity Stock Selector Small Cap Fund Class I

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$23.97	$24.96	$26.21	$25.69	$19.72
Income from Investment Operations
Net investment income (loss)^A	.08	.12	.13	.09	.05
Net realized and unrealized gain (loss)	5.15	.53	.99	1.70	6.06
Total from investment operations	5.23	.65	1.12	1.79	6.11
Distributions from net investment income	(.12)	(.12)	(.10)	(.01)^B	(.14)
Distributions from net realized gain	(.30)	(1.52)	(2.27)	(1.26)^B	(.01)
Total distributions	(.42)	(1.64)	(2.37)	(1.27)	(.14)^C
Redemption fees added to paid in capital^A,^D	–	–	–	–	–
Net asset value, end of period	$28.78	$23.97	$24.96	$26.21	$25.69
Total Return^E	21.97%	2.55%	4.52%	7.11%	31.22%
Ratios to Average Net Assets^F,^G
Expenses before reductions	.75%	.87%	.74%	.70%	.91%
Expenses net of fee waivers, if any	.75%	.87%	.73%	.70%	.91%
Expenses net of all reductions	.75%	.87%	.73%	.70%	.89%
Net investment income (loss)	.31%	.50%	.51%	.35%	.22%
Supplemental Data
Net assets, end of period (in millions)	$43	$43	$46	$51	$56
Portfolio turnover rate^H	62%	57%	48%	73%	79%

^A Calculated based on average shares outstanding during the period.

^B The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

^C Total distributions of $.14 per share is comprised of distributions from net investment income of $.136 and distributions from net realized gain of $.007 per share.

^D Amount represents less than $.005 per share.

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

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

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

Fidelity Stock Selector Small Cap Fund Class Z

Years ended October 31,	2017 ^A
Selected Per–Share Data
Net asset value, beginning of period	$26.36
Income from Investment Operations
Net investment income (loss)^B	.07
Net realized and unrealized gain (loss)	2.38
Total from investment operations	2.45
Distributions from net investment income	–
Distributions from net realized gain	–
Total distributions	–
Redemption fees added to paid in capital^B,^C	–
Net asset value, end of period	$28.81
Total Return^D,^E	9.29%
Ratios to Average Net Assets^F,^G
Expenses before reductions	.62%^H
Expenses net of fee waivers, if any	.61%^H
Expenses net of all reductions	.61%^H
Net investment income (loss)	.34%^H
Supplemental Data
Net assets, end of period (in millions)	$1
Portfolio turnover rate^I	62%

^A For the period February 1, 2017 (commencement of sale of shares) to October 31, 2017.

^B Calculated based on average shares outstanding during the period.

^C Amount represents less than $.005 per share.

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

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

^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. 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.

^H Annualized

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

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

Notes to Financial Statements

For the period ended October 31, 2017
(Amounts in thousands except percentages)

1. Organization.

Fidelity Stock Selector Small Cap Fund (the Fund) is a fund of Fidelity Capital 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 commenced sale of Class Z shares on February 1, 2017. The Fund offers Class A, Class M (formerly Class T), Class C, Stock Selector Small Cap, Class I and Class Z 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.

After the close of business on June 24, 2016, all outstanding Class B shares were converted to Class A shares. All prior fiscal period dollar and share amounts for Class B presented in the Notes to Financial Statements are for the period November 1, 2015 through June 24, 2016.

2. Investments in Fidelity Central Funds.

The Fund invest 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 .005%.

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 Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investments Companies. 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. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fair Value Committee (the Committee) established by the Fund's investment adviser. In accordance with valuation policies and procedures approved by 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 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 reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

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 securities. U.S. government and government agency obligations 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.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. 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 October 31, 2017 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 includes 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. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. 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 and distribution and service plan 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. As of October 31, 2017, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. 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. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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, passive foreign investment companies (PFIC), market discount, partnerships, deferred trustees compensation and losses deferred due to wash sales.

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation	$352,241
Gross unrealized depreciation	(39,592)
Net unrealized appreciation (depreciation)	$312,649
Tax Cost	$1,306,987

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$1,669
Undistributed long-term capital gain	$145,287
Net unrealized appreciation (depreciation) on securities and other investments	$311,801

The tax character of distributions paid was as follows:

	October 31, 2017	October 31, 2016
Ordinary Income	$7,120	$ 6,157
Long-term Capital Gains	17,708	88,057
Total	$24,828	$ 94,214

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. In November 2017, the Board of Trustees approved the elimination of these redemption fees effective December 18, 2017.

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. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is presented in the Statement of Operations.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The notional amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of volume of activity during the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $928,775 and $1,061,558, respectively.

6. 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 relative investment performance of Stock Selector Small Cap as compared to its benchmark index, the Russell 2000 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .52% 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.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$34	$1
Class M	.25%	.25%	15	–^(a)
Class C	.75%	.25%	45	6
			$94	$7

(a) In the amount of less than five hundred dollars.

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class M shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class M and Class C redemptions. The deferred sales charges are 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class M shares.

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$5
Class M	1
Class C^(a)	1
	$7

(a) When Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

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 the respective classes of the Fund, except for Class Z. FIIOC receives an asset-based fee of Class Z'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 Class-Level Average Net Assets
Class A	$31	.23
Class M	10	.33
Class C	14	.30
Stock Selector Small Cap	2,719	.18
Class I	83	.19
Class Z	–^(a)	.05^(b)
	$2,857

(a) In the amount of less than five-hundred dollars

(b) 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 $48 for the period.

Interfund Trades. The Fund may purchase from or sell securities to other Fidelity Funds under procedures adopted by the Board. The procedures have been designed to ensure these interfund trades are executed in accordance with Rule 17a-7 of the 1940 Act. Interfund trades are included within the respective purchases and sales amounts shown in the Purchases and Sales of Investments note.

7. 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 $5 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. 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. The Fund or borrower may terminate the loan at any time, and 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. At period end, there were no security loans outstanding with FCM. 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 $194, including $7 from securities loaned to FCM.

9. Expense Reductions.

The investment adviser voluntarily agreed to reimburse a portion of the Fund's Class A, Class M, Class C, Stock Selector Small Cap and Class I operating expenses. During the period, this reimbursement reduced expenses as follows:

	Reimbursement
Class A	–^(a)
Class M	–^(a)
Class C	–^(a)
Stock Selector Small Cap	16
Class I	1
	$17

(a) In the amount of less than five-hundred dollars

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $14.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Year ended October 31, 2017	Year ended October 31, 2016
From net investment income
Class A	$34	$25
Stock Selector Small Cap	6,885	5,925
Class I	201	207
Total	$7,120	$6,157
From net realized gain
Class A	$156	$712
Class M	34	181
Class B	–	10
Class C	55	261
Stock Selector Small Cap	16,959	84,153
Class I	504	2,740
Total	$17,708	$88,057

11. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

	Shares	Shares	Dollars	Dollars
	Year ended October 31, 2017	Year ended October 31, 2016	Year ended October 31, 2017	Year ended October 31, 2016
Class A
Shares sold	118	61	$3,090	$1,389
Reinvestment of distributions	7	30	186	721
Shares redeemed	(125)	(59)	(3,277)	(1,344)
Net increase (decrease)	–	32	$(1)	$766
Class M
Shares sold	46	14	$1,150	$306
Reinvestment of distributions	1	8	33	178
Shares redeemed	(47)	(25)	(1,187)	(554)
Net increase (decrease)	–	(3)	$(4)	$(70)
Class B
Shares sold	–	–^(a)	$–	$1
Reinvestment of distributions	–	–^(a)	–	10
Shares redeemed	–	(7)	–	(164)
Net increase (decrease)	–	(7)	$–	$(153)
Class C
Shares sold	80	45	$1,940	$965
Reinvestment of distributions	2	11	53	248
Shares redeemed	(65)	(69)	(1,593)	(1,458)
Net increase (decrease)	17	(13)	$400	$(245)
Stock Selector Small Cap
Shares sold	6,895	9,805	$183,697	$225,506
Reinvestment of distributions	876	3,668	23,306	88,117
Shares redeemed	(11,988)	(11,744)	(319,370)	(270,444)
Net increase (decrease)	(4,217)	1,729	$(112,367)	$43,179
Class I
Shares sold	214	274	$5,746	$6,249
Reinvestment of distributions	26	122	702	2,937
Shares redeemed	(549)	(454)	(14,715)	(10,912)
Net increase (decrease)	(309)	(58)	$(8,267)	$(1,726)
Class Z^(b)
Shares sold	26	–	$706	$–
Shares redeemed	(3)	–	(86)	–
Net increase (decrease)	23	–	$620	$–

(a) In the amount of less than five hundred shares.

(b) Share transactions for Class Z are for the period February 1, 2017 (commencement of sale of shares) to October 31, 2017.

12. 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.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and Shareholders of Fidelity Stock Selector Small Cap Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Stock Selector Small Cap Fund (the Fund), a fund of Fidelity Capital Trust, including the schedule of investments, as of October 31, 2017, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits 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 and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2017, by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Stock Selector Small Cap Fund as of October 31, 2017, the results of its operations for the year then ended, the statement of changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 15, 2017

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Each of the Trustees oversees 190 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee. Each Independent Trustee shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. Officers and Advisory Board Members hold office without limit in time, except that any officer or Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Experience, Skills, Attributes, and Qualifications of the Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity^® funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's high income and certain equity funds, and other Boards oversee Fidelity's investment-grade bond, money market, asset allocation, and sector funds. The asset allocation funds may invest in Fidelity^® funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity^® funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity^® funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates, and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity^® funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of Fidelity's risk management program for the Fidelity^® funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Trustees."

Interested Trustees*:

Correspondence intended for a Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Mr. Curvey also serves as Trustee of other Fidelity^® funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (investment adviser firm, 2009-present), and Vice Chairman (2007-present) and Director of FMR LLC (diversified financial services company). In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the board of Artis-Naples, Naples, Florida, and as a Trustee for Brewster Academy, Wolfeboro, New Hampshire. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (investment adviser firm, 2009-2014) and a Director of FMR and FMR Co., Inc. (investment adviser firms, 2007-2014).

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

Mr. Morrison also serves as Trustee of other funds. He serves as President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016-present), a Director of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), President, Asset Management (2014-present), and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (investment adviser firm, 2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR.

+ The information includes the Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to the Trustee's qualifications to serve as a Trustee, which led to the conclusion that the Trustee should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Mr. Dirks also serves as Trustee of other Fidelity^® funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008), as a member of the Independent Directors Council (IDC) Governing Council (2010-2015), and as a member of the Board of Directors for The Brookville Center for Children’s Services, Inc. (2009-2017). Mr. Dirks is a member of the Finance Committee (2016-present) and Board of Directors (2017-present) of the Asolo Repertory Theatre.

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Mr. Lacy also serves as Trustee of other Fidelity^® funds. Mr. Lacy serves as a Director of Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). He is a Trustee of the California Chapter of The Nature Conservancy (2015-present) and a Director of the Center for Advanced Study in the Behavioral Sciences at Stanford University (2015-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation (retail) and Chief Executive Officer and Chairman of the Board of Sears, Roebuck and Co. (retail, 2000-2005). Previously, Mr. Lacy served as Chairman (2014-2017) and a member (2010-2017) of the Board of Directors of Dave & Buster’s Entertainment, Inc. (restaurant and entertainment complexes), as Chairman (2008-2011) and a member (2006-2015) of the Board of Trustees of the National Parks Conservation Association, and as a member of the Board of Directors for The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), Earth Fare, Inc. (retail grocery, 2010-2014), and The Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Mr. Lautenbach also serves as Trustee of other Fidelity^® funds. Mr. Lautenbach currently serves as Vice Chair of the Board of Governors, State University System of Florida (2013-present) and is a member of the Council on Foreign Relations (1994-present). He is also a member and has most recently served as Chairman of the Board of Directors of Artis-Naples (2012-present). Previously, Mr. Lautenbach served as a member and then Lead Director of the Board of Directors of Eaton Corporation (diversified industrial, 1997-2016). He was also a Partner and Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007). In addition, Mr. Lautenbach also had a 30-year career with IBM (technology company) during which time he served as Senior Vice President and a member of the Corporate Executive Committee (1968-1998).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Mr. Mauriello also serves as Trustee of other Fidelity^® funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and the Independent Directors Council (IDC) Governing Council (2015-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

Ms. Small also serves as Trustee of other Fidelity^® funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

Mr. Stavropoulos also serves as Trustee of other Fidelity^® funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of Artis-Naples in Naples, Florida. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Mr. Thomas also serves as Trustee of other Fidelity^® funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Members and Officers:

Correspondence intended for an officer or Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity^® funds. Mr. Lynch is Vice Chairman and a Director of FMR (investment adviser firm) and FMR Co., Inc. (investment adviser firm). In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

Mr. Bryant also serves as Secretary and CLO of other funds. Mr. Bryant serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company (investment adviser firm, 2015-present) and FMR Co., Inc. (investment adviser firm, 2015-present); Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2015-present) and Fidelity Investments Money Management, Inc. (investment adviser firm, 2015-present); and CLO of Fidelity Management & Research (Hong Kong) Limited and FMR Investment Management (UK) Limited (investment adviser firms, 2015-present) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and CLO of Fidelity Rutland Square Trust II (2010-2014) and Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds (2013-2015). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Davis also serves as Assistant Treasurer of other funds, and is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (diversified financial services company, 2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Thomas C. Hense (1964)

Year of Election or Appointment: 2008, 2010, or 2015

Vice President

Mr. Hense serves as Vice President of Fidelity Advisor^® Multi-Asset Income Fund (2015) and other funds (High Income (2008), Small Cap (2008), and Value (2010) funds), and is an employee of Fidelity Investments (1993-present). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present) and President of the Equity Division of FMR (investment adviser firm, 2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager. Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan.

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello is an employee of Fidelity Investments (1995-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Compliance Officer of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2016-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Executive Vice President of Fidelity Investments Money Management, Inc. (investment adviser firm, 2013-2016) and served in other fund officer roles.

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity^® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity^® funds (2013-2016).

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) 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 (May 1, 2017 to October 31, 2017).

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.

	Annualized Expense Ratio-^A	Beginning Account Value May 1, 2017	Ending Account Value October 31, 2017	Expenses Paid During Period-^B May 1, 2017 to October 31, 2017
Class A	1.02%
Actual		$1,000.00	$1,067.50	$5.32
Hypothetical-^C		$1,000.00	$1,020.06	$5.19
Class M	1.37%
Actual		$1,000.00	$1,065.50	$7.13
Hypothetical-^C		$1,000.00	$1,018.30	$6.97
Class C	1.84%
Actual		$1,000.00	$1,062.90	$9.57
Hypothetical-^C		$1,000.00	$1,015.93	$9.35
Stock Selector Small Cap	.72%
Actual		$1,000.00	$1,069.30	$3.76
Hypothetical-^C		$1,000.00	$1,021.58	$3.67
Class I	.72%
Actual		$1,000.00	$1,069.10	$3.75
Hypothetical-^C		$1,000.00	$1,021.58	$3.67
Class Z	.62%
Actual		$1,000.00	$1,069.80	$3.23
Hypothetical-^C		$1,000.00	$1,022.08	$3.16

^A Annualized expense ratio reflects expenses net of applicable fee waivers.

^B 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).

^C 5% return per year before expenses

Distributions (Unaudited)

The Board of Trustees of Fidelity Stock Selector Small Cap Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

	Pay Date	Record Date	Dividends	Capital Gains
Fidelity Stock Selector Small Cap Fund
Class A	12/11/17	12/08/17	$0.034	$2.651
Class M	12/11/17	12/08/17	$0.000	$2.651
Class C	12/11/17	12/08/17	$0.000	$2.651
Class I	12/11/17	12/08/17	$0.109	$2.651
Class Z	12/11/17	12/08/17	$0.159	$2.651
Stock Selector Small Cap	12/11/17	12/08/17	$0.113	$2.651

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2017, $158,713,867, or, if subsequently determined to be different, the net capital gain of such year.

Class A, Class I, and Stock Selector Small Cap designate 100% of the dividends distributed in December 2017, during the fiscal year, as qualifying for the dividends–received deduction for corporate shareholders.

Class A, Class I, and Stock Selector Small Cap designate 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Stock Selector Small Cap Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. FMR and the sub-advisers are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to review matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to all of the Fidelity funds.

At its July 2017 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Amendment to Group Fee Rate. The Board also approved an amendment to the management contract for the fund to add an additional breakpoint to the group fee schedule, effective October 1, 2017. The Board noted that the additional breakpoint would result in lower management fee rates as Fidelity's assets under management increase.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of Fidelity, and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the investment personnel compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board considered that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading, risk management, compliance, and technology and operations capabilities and resources, which are integral parts of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians, subcustodians, and pricing vendors; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including: (i) continuing to dedicate additional resources to Fidelity's investment research process, and to the support of the senior management team that oversees asset management; (ii) continuing efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs; (iv) launching new share classes of existing funds; (v) eliminating purchase minimums and broadening eligibility requirements for certain lower-priced share classes; (vi) reducing management fees and total expenses for certain growth equity funds and index funds; (vii) lowering expense caps for certain existing funds and classes to reduce expenses borne by shareholders; (viii) eliminating short-term redemption fees for certain funds; (ix) introducing a new pricing structure for certain funds of funds that is expected to reduce overall expenses paid by shareholders; (x) rationalizing product lines and gaining increased efficiencies through proposals for fund mergers and share class consolidations; (xi) continuing to develop, acquire and implement systems and technology to improve services to the funds and shareholders, strengthen information security, and increase efficiency; and (xii) implementing enhancements to further strengthen Fidelity's product line to increase investors' probability of success in achieving their investment goals, including retirement income goals.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions with representatives of the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board considers annualized return information for the fund for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"), if any. In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and discussed with the Investment Advisers the reasons for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing fund share classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods that may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Fidelity Stock Selector Small Cap Fund

The Board has discussed the fund's underperformance with FMR, including the fund's investment strategy, the portfolio management team, and broader trends in the market that may have impacted the fund's performance, and has engaged with FMR to consider what steps might be taken to remediate the fund's underperformance. The Board noted that there were portfolio management changes for the fund in October 2013, September 2014, and May 2016.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period (a rolling 36-month period) exceeds, or is exceeded by, a securities index, thus leading to a performance adjustment for the same period. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior long-term performance for the fund's shareholders and helps to more closely align the interests of FMR and the shareholders of the fund.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should continue to benefit the shareholders of the fund.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in basis points (BP) in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure without taking into account performance adjustments, if any. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Fidelity Stock Selector Small Cap Fund

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2016. The Board also noted the effect of the fund's performance adjustment, if any, on the fund's management fee ranking. The Board noted that the comparisons for 2015 and 2016 reflect a revised Total Mapped Group that no longer includes funds with micro-cap objectives and that FMR believes this Total Mapped Group is a more appropriate comparison because the fund does not have a micro-cap objective.

The Board noted that, in 2014, the Board and the boards of other Fidelity funds formed the ad hoc Committee on Group Fee to conduct an in-depth review of the "group fee" component of the management fee of funds with such management fee structures. The Committee's focus included the mechanics of the group fee, the competitive landscape of group fee structures, Fidelity funds with no group fee component and investment products not included in group fee assets. The Board also considered that, for funds subject to the group fee, FMR agreed to voluntarily waive fees over a specified period of time in amounts designed to account for assets converted from certain funds to certain collective investment trusts.

The Board also noted that, in 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee rate as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board noted the impact of the fund's performance adjustment. The Board also noted that Fidelity may agree to waive fees and expenses from time to time, and the extent to which, if any, it has done so for the fund. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class C, Class I, and the retail class ranked below the competitive median for 2016 and the total expense ratio of Class M (formerly Class T) ranked above the competitive median for 2016. The Board considered that, in general, various factors can affect total expense ratios. The Board noted that the total expense ratio of Class M was above the competitive median primarily because of higher 12b-1 fees on Class M as compared to most competitor funds. Class M has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board considered that Class M is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients with similar mandates. The Board noted that an ad hoc joint committee created by it and the boards of other Fidelity funds periodically (most recently in 2013) reviews and compares Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that, although Class M was above the median of the universe presented for comparison, the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, Fidelity presents to the Board information about the profitability of its relationships with the fund. Fidelity calculates profitability information for each fund, as well as aggregate profitability information for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of the fund profitability information and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and potential fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale as assets grow through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that a committee (the Economies of Scale Committee) created by it and the boards of other Fidelity funds periodically (most recently in 2013) analyzes whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus the assets of sector funds previously under FMR's management). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' advisory contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends, in particular the underperformance of certain funds, and Fidelity's long-term strategies for certain funds; (ii) Fidelity's fund profitability methodology, profitability trends for certain funds, and the impact of certain factors on fund profitability results, including the impact of market trends on actively managed funds; (iii) the use of performance fees and the calculation of performance adjustments, including the impact of underperformance and fund outflows on performance adjustments; (iv) metrics for evaluating index fund performance; (v) Fidelity's group fee structure, including the group fee breakpoint schedules; (vi) the terms of Fidelity's contractual and voluntary expense cap arrangements with the funds; (vii) the methodology with respect to evaluating competitive fund data and peer group classifications and fee comparisons; (viii) the expense structures for different funds and classes; (ix) Fidelity's arrangements with affiliated sub-advisers on behalf of the funds; (x) information regarding other accounts managed by Fidelity, including institutional accounts and collective investment trusts; (xi) recent changes to the fee structure for certain funds of funds; and (xii) the impact of the Department of Labor's new fiduciary rule on the funds' comparative expense information.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

SCS-ANN-1217
1.703160.120

Fidelity® Capital Appreciation Fund

Annual Report

October 31, 2017

Contents

Performance
Management's Discussion of Fund Performance
Investment Summary
Investments
Financial Statements
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
Trustees and Officers
Shareholder Expense Example
Distributions
Board Approval of Investment Advisory Contracts and Management Fees

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.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Performance: The Bottom Line

Average Annual Total Returns

For the periods ended October 31, 2017	Past 1 year	Past 5 years	Past 10 years
Fidelity® Capital Appreciation Fund	25.93%	14.31%	6.91%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Capital Appreciation Fund, a class of the fund, on October 31, 2007.

The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

	Period Ending Values
	$19,511	Fidelity® Capital Appreciation Fund
	$20,638	S&P 500® Index

Management's Discussion of Fund Performance

Market Recap: The U.S. equity bellwether S&P 500^® index gained 23.63% for the year ending October 31, 2017. Equity markets rose sharply following the November election and continued to rally through the end of February on optimism for President Trump’s pro-business agenda. Stocks leveled off in March amid fading optimism and stalled efforts by Congress to repeal and replace the Affordable Care Act. Upward momentum soon returned and continued through period end amid positive consumer sentiment and other market indicators. The lone exception was a brief cooldown in August, when geopolitical tension escalated and uncertainty grew regarding the future of health care, tax reform and the debt ceiling. Sector-wise, information technology (+39%) performed best, surging as a handful of major index constituents posted strong returns. Financials gained 37%, riding an uptick in bond yields and a surge in banks, particularly post-election. Materials (+29%) also did well, spurred by higher demand, especially from China. Conversely, consumer discretionary (+20%) lagged the broader market, as brick-and-mortar retailers continued to suffer from increased online competition. Rising interest rates held back real estate (+9%) and sluggish oil prices dragged on energy (+2%). Consumer staples (+4%) and telecommunication services (-1%) struggled due to investors’ general preference for risk assets.

Comments from Portfolio Manager Fergus Shiel: For the year, the fund’s share classes gained about 26%, topping the benchmark S&P 500^®. Versus the benchmark, minimal exposure to the lagging consumer staples sector was the biggest positive. Stock picking in information technology, industrials and health care also added value. Additionally, our foreign holdings lifted performance against the backdrop of a generally weaker U.S. dollar. Among individual stocks, Vertex Pharmaceuticals, a biotech company focused on developing treatments for cystic fibrosis, proved the fund’s top relative contributor. The stock almost doubled in value, and I exited most of this position. Also bolstering the fund’s relative result were publishing-software developer Adobe Systems – the fund’s fourth-largest holding at period end – and FMC, a supplier of agricultural chemicals and a position I increased significantly this period. Conversely, the fund’s primary headwind came from unfavorable stock picking in the consumer discretionary sector. A modest cash position also hurt. The biggest individual relative detractor by far was retailer J.C. Penney, an out-of-benchmark position that suffered a steady erosion in value. The company recorded its fifth straight quarter of weaker sales in August. Biotech holding Alexion Pharmaceuticals and a sizable out-of-benchmark position in Netherlands-based telecommunications company Altice also worked against us.

Investment Summary (Unaudited)

Top Ten Stocks as of October 31, 2017

	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	5.3	4.1
Las Vegas Sands Corp.	3.4	3.8
Alphabet, Inc. Class C	3.4	2.3
Adobe Systems, Inc.	3.0	3.1
CME Group, Inc.	2.9	3.1
Morgan Stanley	2.9	1.3
Goldman Sachs Group, Inc.	2.6	2.3
Amgen, Inc.	2.4	3.1
PayPal Holdings, Inc.	2.3	1.1
FMC Corp.	2.2	1.7
	30.4

Top Five Market Sectors as of October 31, 2017

	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	30.7	21.8
Financials	18.3	14.7
Consumer Discretionary	15.1	21.6
Health Care	10.7	12.2
Industrials	9.9	8.3

Asset Allocation (% of fund's net assets)

As of October 31, 2017 ^*
	Stocks	99.2%
	Short-Term Investments and Net Other Assets (Liabilities)	0.8%

* Foreign investments - 12.5%

As of April 30, 2017 ^*
	Stocks	94.7%
	Short-Term Investments and Net Other Assets (Liabilities)	5.3%

* Foreign investments - 15.7%

Investments October 31, 2017

Showing Percentage of Net Assets

Common Stocks - 99.2%
	Shares	Value (000s)
CONSUMER DISCRETIONARY - 15.1%
Auto Components - 0.4%
BorgWarner, Inc.	618,102	$32,586
Automobiles - 0.1%
General Motors Co.	235,000	10,100
Diversified Consumer Services - 0.2%
DeVry, Inc.	401,780	14,846
Hotels, Restaurants & Leisure - 7.6%
Carnival Corp.	401,400	26,649
Dalata Hotel Group PLC (a)(b)	9,716,029	60,550
Las Vegas Sands Corp.	3,978,566	252,162
Marriott International, Inc. Class A	295,057	35,253
Marriott Vacations Worldwide Corp.	68,500	9,016
MGM Mirage, Inc.	1,174,800	36,830
Penn National Gaming, Inc. (a)	597,564	15,590
Planet Fitness, Inc.	97,900	2,608
Royal Caribbean Cruises Ltd.	235,000	29,086
Whitbread PLC	230,303	11,296
Wyndham Worldwide Corp.	740,394	79,111
		558,151
Internet & Direct Marketing Retail - 1.3%
Priceline Group, Inc. (a)	48,900	93,495
Media - 2.4%
Altice NV Class A (a)	5,351,954	100,963
Interpublic Group of Companies, Inc.	3,702,294	71,269
		172,232
Multiline Retail - 2.2%
B&M European Value Retail S.A.	4,404,452	23,241
Dollar General Corp.	1,139,629	92,128
JC Penney Corp., Inc. (a)(c)	12,832,085	35,930
Ollie's Bargain Outlet Holdings, Inc. (a)	145,480	6,496
		157,795
Specialty Retail - 0.9%
Five Below, Inc. (a)	215,400	11,901
Home Depot, Inc.	340,689	56,479
		68,380

TOTAL CONSUMER DISCRETIONARY		1,107,585

CONSUMER STAPLES - 0.9%
Food & Staples Retailing - 0.9%
Wal-Mart Stores, Inc.	771,673	67,375
ENERGY - 3.4%
Energy Equipment & Services - 0.2%
Shelf Drilling Ltd.	1,468,200	11,684
Oil, Gas & Consumable Fuels - 3.2%
Anadarko Petroleum Corp.	489,500	24,167
Cheniere Energy, Inc.(a)	489,560	22,882
Devon Energy Corp.	502,743	18,551
Marathon Oil Corp.	3,943,330	56,074
Southwestern Energy Co. (a)	12,168,173	67,533
Whiting Petroleum Corp. (a)(c)	7,584,536	45,583
		234,790

TOTAL ENERGY		246,474

FINANCIALS - 18.3%
Banks - 3.1%
Bank of America Corp.	3,891,150	106,579
Citigroup, Inc.	1,027,900	75,551
PNC Financial Services Group, Inc.	358,816	49,082
		231,212
Capital Markets - 14.6%
BlackRock, Inc. Class A	48,194	22,691
Brookfield Asset Management, Inc. Class A	97,900	4,107
CBOE Holdings, Inc.	718,849	81,273
Charles Schwab Corp.	391,600	17,559
CME Group, Inc.	1,561,471	214,187
E*TRADE Financial Corp. (a)	1,116,000	48,646
Goldman Sachs Group, Inc.	775,277	187,989
Legg Mason, Inc.	450,178	17,188
MarketAxess Holdings, Inc.	43,703	7,604
Moody's Corp.	244,700	34,848
Morgan Stanley	4,218,962	210,948
MSCI, Inc.	575,447	67,534
S&P Global, Inc.	554,266	86,726
T. Rowe Price Group, Inc.	724,400	67,297
		1,068,597
Insurance - 0.6%
Progressive Corp.	264,300	12,858
Willis Group Holdings PLC	205,600	33,118
		45,976

TOTAL FINANCIALS		1,345,785

HEALTH CARE - 10.7%
Biotechnology - 4.9%
Alexion Pharmaceuticals, Inc. (a)	457,361	54,728
Amgen, Inc.	990,109	173,487
Celgene Corp. (a)	225,970	22,816
Epizyme, Inc. (a)	172,800	2,886
Portola Pharmaceuticals, Inc. (a)	180,100	8,899
Vertex Pharmaceuticals, Inc. (a)	669,546	97,908
		360,724
Health Care Equipment & Supplies - 2.5%
Abiomed, Inc. (a)	260,800	50,314
Align Technology, Inc. (a)	107,700	25,738
Boston Scientific Corp. (a)	1,302,100	36,641
Intuitive Surgical, Inc. (a)	117,600	44,142
Varian Medical Systems, Inc. (a)	225,200	23,464
		180,299
Health Care Providers & Services - 1.4%
AMN Healthcare Services, Inc. (a)	97,900	4,298
Cigna Corp.	244,700	48,260
UnitedHealth Group, Inc.	222,697	46,815
		99,373
Health Care Technology - 0.2%
Medidata Solutions, Inc. (a)	200,300	15,069
Life Sciences Tools & Services - 1.6%
Agilent Technologies, Inc.	884,714	60,187
Bio-Rad Laboratories, Inc. Class A (a)	59,915	13,169
ICON PLC (a)	199,579	23,722
Mettler-Toledo International, Inc. (a)	31,300	21,366
		118,444
Pharmaceuticals - 0.1%
The Medicines Company (a)	301,320	8,660

TOTAL HEALTH CARE		782,569

INDUSTRIALS - 9.9%
Aerospace & Defense - 0.8%
The Boeing Co.	215,400	55,569
Air Freight & Logistics - 0.3%
XPO Logistics, Inc. (a)	282,140	19,566
Airlines - 1.5%
Air Canada (a)	3,624,300	71,806
Ryanair Holdings PLC sponsored ADR (a)	324,592	36,390
		108,196
Building Products - 1.8%
A.O. Smith Corp.	699,500	41,410
Allegion PLC	458,890	38,267
Builders FirstSource, Inc. (a)	97,900	1,764
Kingspan Group PLC (Ireland)	1,120,130	46,842
		128,283
Commercial Services & Supplies - 1.3%
Cintas Corp.	269,200	40,122
Copart, Inc. (a)	1,192,966	43,293
Waste Connection, Inc. (United States)	206,400	14,586
		98,001
Machinery - 2.8%
Caterpillar, Inc.	244,700	33,230
Cummins, Inc.	195,800	34,633
Deere & Co.	224,138	29,783
Graco, Inc.	264,300	34,832
Manitowoc Co., Inc. (a)	2,735,780	26,045
PACCAR, Inc.	189,878	13,620
Parker Hannifin Corp.	171,300	31,281
		203,424
Marine - 0.5%
Irish Continental Group PLC unit	5,928,035	39,498
Professional Services - 0.2%
IHS Markit Ltd. (a)	405,700	17,287
Road & Rail - 0.7%
Norfolk Southern Corp.	197,711	25,983
Union Pacific Corp.	239,900	27,778
		53,761

TOTAL INDUSTRIALS		723,585

INFORMATION TECHNOLOGY - 30.7%
Communications Equipment - 0.2%
Palo Alto Networks, Inc. (a)	88,100	12,968
Electronic Equipment & Components - 0.2%
Cognex Corp.	93,768	11,548
Internet Software & Services - 8.6%
Alarm.com Holdings, Inc. (a)	31,100	1,452
Alibaba Group Holding Ltd. sponsored ADR (a)	646,100	119,457
Alphabet, Inc. Class C (a)	244,479	248,547
CarGurus, Inc. Class A (c)	349,665	11,399
Coupa Software, Inc.	158,202	5,498
Facebook, Inc. Class A (a)	743,585	133,890
GoDaddy, Inc. (a)	401,400	18,745
LogMeIn, Inc.	301,280	36,470
MINDBODY, Inc. (a)	116,000	3,741
New Relic, Inc. (a)	145,333	7,460
Okta, Inc.	301,700	8,725
The Trade Desk, Inc. (a)(c)	135,400	8,926
VeriSign, Inc. (a)(c)	274,100	29,471
		633,781
IT Services - 4.9%
EPAM Systems, Inc. (a)	317,149	28,908
ExlService Holdings, Inc. (a)	17,480	1,091
Fiserv, Inc. (a)	236,802	30,649
Gartner, Inc. (a)	286,274	35,873
Paychex, Inc.	78,300	4,995
PayPal Holdings, Inc. (a)	2,367,057	171,754
Visa, Inc. Class A	783,320	86,150
		359,420
Semiconductors & Semiconductor Equipment - 2.8%
NVIDIA Corp.	508,600	105,184
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	1,292,300	54,703
Texas Instruments, Inc.	467,696	45,222
		205,109
Software - 8.7%
Adobe Systems, Inc. (a)	1,257,546	220,272
ANSYS, Inc. (a)	293,700	40,152
Atlassian Corp. PLC (a)	234,483	11,342
Autodesk, Inc. (a)	401,400	50,159
Electronic Arts, Inc. (a)	968,238	115,801
Everbridge, Inc. (a)	157,700	4,201
Intuit, Inc.	93,471	14,116
Microsoft Corp.	1,421,740	118,260
Paycom Software, Inc. (a)	95,249	7,829
Paylocity Holding Corp. (a)	156,600	8,364
Take-Two Interactive Software, Inc. (a)	340,800	37,710
Varonis Systems, Inc. (a)	203,300	8,864
		637,070
Technology Hardware, Storage & Peripherals - 5.3%
Apple, Inc.	2,304,900	389,618

TOTAL INFORMATION TECHNOLOGY		2,249,514

MATERIALS - 8.1%
Chemicals - 5.2%
DowDuPont, Inc.	1,170,361	84,629
Eastman Chemical Co.	264,300	24,001
FMC Corp.	1,716,010	159,349
Ingevity Corp. (a)	79,974	5,697
LyondellBasell Industries NV Class A	261,813	27,105
Sherwin-Williams Co.	68,500	27,068
Sociedad Quimica y Minera de Chile SA (PN-B) sponsored ADR	312,954	18,696
The Chemours Co. LLC	566,541	32,072
		378,617
Construction Materials - 0.3%
Eagle Materials, Inc.	183,685	19,392
Containers & Packaging - 0.5%
Avery Dennison Corp.	352,400	37,414
Metals & Mining - 2.1%
Freeport-McMoRan, Inc. (a)	3,050,700	42,649
Glencore Xstrata PLC	8,224,739	39,653
Rio Tinto PLC	1,107,752	52,353
Vale SA sponsored ADR	2,447,400	23,960
		158,615

TOTAL MATERIALS		594,038

REAL ESTATE - 0.4%
Equity Real Estate Investment Trusts (REITs) - 0.4%
Equinix, Inc.	60,143	27,876
TELECOMMUNICATION SERVICES - 1.7%
Wireless Telecommunication Services - 1.7%
T-Mobile U.S., Inc. (a)	2,120,172	126,723
TOTAL COMMON STOCKS
(Cost $5,739,654)		7,271,524

Money Market Funds - 3.2%
Fidelity Cash Central Fund, 1.10% (d)	168,660,050	168,694
Fidelity Securities Lending Cash Central Fund 1.11% (d)(e)	63,066,510	63,073
TOTAL MONEY MARKET FUNDS
(Cost $231,763)		231,767
TOTAL INVESTMENT IN SECURITIES - 102.4%
(Cost $5,971,417)		7,503,291
NET OTHER ASSETS (LIABILITIES) - (2.4)%		(172,636)
NET ASSETS - 100%		$7,330,655

Legend

(a) Non-income producing

(b) Affiliated company

(d) 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.

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

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	$1,584
Fidelity Securities Lending Cash Central Fund	2,082
Total	$3,666

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	Realized Gain (loss)	Change in Unrealized appreciation (depreciation)	Value, end of period
Dalata Hotel Group PLC	$43,516	$--	$--	$--	$--	$17,034	$60,550
Total	$43,516	$--	$--	$--	$--	$17,034	$60,550

Investment Valuation

	Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
(Amounts in thousands)
Investments in Securities:
Equities:
Consumer Discretionary	$1,107,585	$1,107,585	$--	$--
Consumer Staples	67,375	67,375	--	--
Energy	246,474	246,474	--	--
Financials	1,345,785	1,345,785	--	--
Health Care	782,569	782,569	--	--
Industrials	723,585	723,585	--	--
Information Technology	2,249,514	2,249,514	--	--
Materials	594,038	541,685	52,353	--
Real Estate	27,876	27,876	--	--
Telecommunication Services	126,723	126,723	--	--
Money Market Funds	231,767	231,767	--	--
Total Investments in Securities:	$7,503,291	$7,450,938	$52,353	$--

Other Information

Distribution of investments by country or territory of incorporation, as a percentage of Total Net Assets, is as follows (Unaudited):

United States of America	87.5%
Ireland	3.3%
Cayman Islands	1.8%
Netherlands	1.8%
Canada	1.3%
United Kingdom	1.1%
Others (Individually Less Than 1%)	3.2%
	100.0%

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

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)		October 31, 2017
Assets
Investment in securities, at value (including securities loaned of $60,370) — See accompanying schedule: Unaffiliated issuers (cost $5,698,814)	$7,210,974
Fidelity Central Funds (cost $231,763)	231,767
Other affiliated issuers (cost $40,840)	60,550
Total Investment in Securities (cost $5,971,417)		$7,503,291
Cash		238
Receivable for investments sold		53,155
Receivable for fund shares sold		1,559
Dividends receivable		2,512
Distributions receivable from Fidelity Central Funds		487
Prepaid expenses		16
Other receivables		244
Total assets		7,561,502
Liabilities
Payable for investments purchased	$160,810
Payable for fund shares redeemed	3,956
Accrued management fee	2,015
Other affiliated payables	816
Other payables and accrued expenses	186
Collateral on securities loaned	63,064
Total liabilities		230,847
Net Assets		$7,330,655
Net Assets consist of:
Paid in capital		$5,056,990
Undistributed net investment income		49,558
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		692,240
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,531,867
Net Assets		$7,330,655
Capital Appreciation:
Net Asset Value, offering price and redemption price per share ($5,156,510 ÷ 136,063 shares)		$37.90
Class K:
Net Asset Value, offering price and redemption price per share ($2,174,145 ÷ 57,233 shares)		$37.99

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

Statement of Operations

Amounts in thousands		Year ended October 31, 2017
Investment Income
Dividends		$110,276
Income from Fidelity Central Funds		3,666
Total income		113,942
Expenses
Management fee
Basic fee	$38,860
Performance adjustment	(14,652)
Transfer agent fees	8,589
Accounting and security lending fees	1,190
Custodian fees and expenses	161
Independent trustees' fees and expenses	28
Appreciation in deferred trustee compensation account	1
Registration fees	74
Audit	66
Legal	24
Miscellaneous	64
Total expenses before reductions	34,405
Expense reductions	(658)	33,747
Net investment income (loss)		80,195
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	765,394
Fidelity Central Funds	20
Foreign currency transactions	191
Total net realized gain (loss)		765,605
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers	779,506
Fidelity Central Funds	(51)
Other affiliated issuers	17,034
Assets and liabilities in foreign currencies	13
Total change in net unrealized appreciation (depreciation)		796,502
Net gain (loss)		1,562,107
Net increase (decrease) in net assets resulting from operations		$1,642,302

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

Statement of Changes in Net Assets

Amounts in thousands	Year ended October 31, 2017	Year ended October 31, 2016
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$80,195	$81,754
Net realized gain (loss)	765,605	322,979
Change in net unrealized appreciation (depreciation)	796,502	(657,770)
Net increase (decrease) in net assets resulting from operations	1,642,302	(253,037)
Distributions to shareholders from net investment income	(85,881)	(62,147)
Distributions to shareholders from net realized gain	(295,130)	(898,286)
Total distributions	(381,011)	(960,433)
Share transactions - net increase (decrease)	(842,529)	(304,573)
Total increase (decrease) in net assets	418,762	(1,518,043)
Net Assets
Beginning of period	6,911,893	8,429,936
End of period	$7,330,655	$6,911,893
Other Information
Undistributed net investment income end of period	$49,558	$59,893

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

Financial Highlights

Fidelity Capital Appreciation Fund

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$31.75	$37.03	$39.82	$37.30	$29.21
Income from Investment Operations
Net investment income (loss)^A	.38	.34	.24	.11	.19
Net realized and unrealized gain (loss)	7.55	(1.34)	1.13	6.05	8.66
Total from investment operations	7.93	(1.00)	1.37	6.16	8.85
Distributions from net investment income	(.39)	(.27)	(.10)	(.14)	(.17)
Distributions from net realized gain	(1.39)	(4.01)	(4.06)	(3.50)	(.59)
Total distributions	(1.78)	(4.28)	(4.16)	(3.64)	(.76)
Net asset value, end of period	$37.90	$31.75	$37.03	$39.82	$37.30
Total Return^B	25.93%	(3.06)%	3.50%	17.86%	31.03%
Ratios to Average Net Assets^C,^D
Expenses before reductions	.51%	.61%	.83%	.82%	.79%
Expenses net of fee waivers, if any	.51%	.61%	.83%	.82%	.79%
Expenses net of all reductions	.50%	.60%	.82%	.81%	.77%
Net investment income (loss)	1.09%	1.05%	.63%	.28%	.57%
Supplemental Data
Net assets, end of period (in millions)	$5,157	$4,809	$5,906	$6,132	$5,920
Portfolio turnover rate^E	129%	120%	126%	112%	156%

^A Calculated based on average shares outstanding during the period.

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

^C 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.

^D 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.

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

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

Fidelity Capital Appreciation Fund Class K

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$31.83	$37.11	$39.90	$37.38	$29.28
Income from Investment Operations
Net investment income (loss)^A	.41	.37	.28	.15	.23
Net realized and unrealized gain (loss)	7.57	(1.33)	1.14	6.06	8.67
Total from investment operations	7.98	(.96)	1.42	6.21	8.90
Distributions from net investment income	(.43)	(.31)	(.15)	(.19)	(.21)
Distributions from net realized gain	(1.39)	(4.01)	(4.06)	(3.50)	(.59)
Total distributions	(1.82)	(4.32)	(4.21)	(3.69)	(.80)
Net asset value, end of period	$37.99	$31.83	$37.11	$39.90	$37.38
Total Return^B	26.04%	(2.93)%	3.62%	17.97%	31.19%
Ratios to Average Net Assets^C,^D
Expenses before reductions	.41%	.50%	.72%	.70%	.66%
Expenses net of fee waivers, if any	.41%	.50%	.72%	.70%	.66%
Expenses net of all reductions	.40%	.48%	.72%	.70%	.63%
Net investment income (loss)	1.20%	1.17%	.74%	.40%	.70%
Supplemental Data
Net assets, end of period (in millions)	$2,174	$2,103	$2,524	$2,460	$2,125
Portfolio turnover rate^E	129%	120%	126%	112%	156%

^A Calculated based on average shares outstanding during the period.

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

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

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

Notes to Financial Statements

For the period ended October 31, 2017
(Amounts in thousands except percentages)

1. Organization.

Fidelity Capital Appreciation Fund (the Fund) is a fund of Fidelity Capital 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 Capital Appreciation 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.

3. Significant Accounting Policies.

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fair Value Committee (the Committee) established by the Fund's investment adviser. In accordance with valuation policies and procedures approved by 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 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 reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

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:

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.

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 includes 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. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. 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.

Book-tax differences are primarily due to foreign currency transactions, deferred trustees compensation and losses deferred due to wash sales.

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation	$1,641,922
Gross unrealized depreciation	(113,332)
Net unrealized appreciation (depreciation)	$1,528,590
Tax Cost	$5,974,701

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$100,958
Undistributed long-term capital gain	$644,232
Net unrealized appreciation (depreciation) on securities and other investments	$1,528,584

The tax character of distributions paid was as follows:

	October 31, 2017	October 31, 2016
Ordinary Income	$85,881	$ 62,147
Long-term Capital Gains	295,130	898,286
Total	$381,011	$ 960,433

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities aggregated $8,951,380 and $9,973,504, 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 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 Capital Appreciation as compared to its benchmark index, the S&P 500 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .34% 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 Capital Appreciation, except for Class K. 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 Class-Level Average Net Assets
Capital Appreciation	$7,591	.15
Class K	998	.05
	$8,589

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with Fidelity Management & Research Company (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	$5,027	1.09%	$–^(a)

(a) In the amount less than five hundred dollars.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $8.

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 $23 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit

7. Security Lending.

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 $592 for the period. Through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $2.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $64.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Year ended October 31, 2017	Year ended October 31, 2016
From net investment income
Capital Appreciation	$57,933	$41,709
Class K	27,948	20,438
Total	$85,881	$62,147
From net realized gain
Capital Appreciation	$204,981	$631,322
Class K	90,149	266,964
Total	$295,130	$898,286

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

	Shares	Shares	Dollars	Dollars
	Year ended October 31, 2017	Year ended October 31, 2016	Year ended October 31, 2017	Year ended October 31, 2016
Capital Appreciation
Shares sold	6,471	8,622	$219,571	$274,837
Reinvestment of distributions	7,688	19,416	248,876	635,303
Shares redeemed	(29,530)	(36,117)	(1,007,227)	(1,157,228)
Net increase (decrease)	(15,371)	(8,079)	$(538,780)	$(247,088)
Class K
Shares sold	6,448	9,379	$221,397	$299,911
Reinvestment of distributions	3,643	8,770	118,097	287,402
Shares redeemed	(18,939)	(20,071)	(643,243)	(644,798)
Net increase (decrease)	(8,848)	(1,922)	$(303,749)	$(57,485)

11. Other.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and Shareholders of Fidelity Capital Appreciation 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 Capital Appreciation Fund (a fund of Fidelity Capital Trust) as of October 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, 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 Capital Appreciation 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. Our procedures included confirmation of securities owned as of October 31, 2017 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
December 12, 2017

Trustees and Officers

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for a Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

* Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR.

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Advisory Board Members and Officers:

Correspondence intended for an officer or Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello is an employee of Fidelity Investments (1995-present).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

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 (May 1, 2017 to October 31, 2017).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio-^A	Beginning Account Value May 1, 2017	Ending Account Value October 31, 2017	Expenses Paid During Period-^B May 1, 2017 to October 31, 2017
Capital Appreciation	.52%
Actual		$1,000.00	$1,098.60	$2.75
Hypothetical-^C		$1,000.00	$1,022.58	$2.65
Class K	.41%
Actual		$1,000.00	$1,099.20	$2.17
Hypothetical-^C		$1,000.00	$1,023.14	$2.09

^A Annualized expense ratio reflects expenses net of applicable fee waivers.

^B 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).

^C 5% return per year before expenses

Distributions (Unaudited)

The Board of Trustees of Fidelity Capital Appreciation Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

	Pay Date	Record Date	Dividends	Capital Gains
Fidelity Capital Appreciation Fund
Capital Appreciation	12/11/17	12/08/17	$0.335	$3.671
Class K	12/11/17	12/08/17	$0.374	$3.671

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31 2017, $644,336,664, or, if subsequently determined to be different, the net capital gain of such year.

Capital Appreciation and Class K designate 100% of the dividend distributed in December during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

Capital Appreciation and Class K designate 100% of the dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Capital Appreciation Fund

The Board has discussed the fund's underperformance (based on the December 31, 2016 data presented herein) with FMR, including the fund's investment strategy, the portfolio management team, and broader trends in the market that may have impacted the fund's performance, and has engaged with FMR to consider what steps might be taken to remediate the fund's underperformance. The Board noted that the fund's performance has improved since the period shown.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should continue to benefit the shareholders of the fund.

Fidelity Capital Appreciation Fund

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee rate as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board noted the impact of the fund's performance adjustment. The Board also noted that Fidelity may agree to waive fees and expenses from time to time, and the extent to which, if any, it has done so for the fund. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below the competitive median for 2016.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

CAF-ANN-1217
1.538293.120

Fidelity® Capital Appreciation Fund

Class K

Annual Report

October 31, 2017

Contents

Performance
Management's Discussion of Fund Performance
Investment Summary
Investments
Financial Statements
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
Trustees and Officers
Shareholder Expense Example
Distributions
Board Approval of Investment Advisory Contracts and Management Fees

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.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Performance: The Bottom Line

Average Annual Total Returns

For the periods ended October 31, 2017	Past 1 year	Past 5 years	Past 10 years
Class K	26.04%	14.43%	7.06%

The initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008 are those of Fidelity® Capital Appreciation Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Capital Appreciation Fund - Class K on October 31, 2007.

The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

See above for additional information regarding the performance of Class K.

	Period Ending Values
	$19,786	Fidelity® Capital Appreciation Fund - Class K
	$20,638	S&P 500® Index

Management's Discussion of Fund Performance

Market Recap: The U.S. equity bellwether S&P 500^® index gained 23.63% for the year ending October 31, 2017. Equity markets rose sharply following the November election and continued to rally through the end of February on optimism for President Trump’s pro-business agenda. Stocks leveled off in March amid fading optimism and stalled efforts by Congress to repeal and replace the Affordable Care Act. Upward momentum soon returned and continued through period end amid positive consumer sentiment and other market indicators. The lone exception was a brief cooldown in August, when geopolitical tension escalated and uncertainty grew regarding the future of health care, tax reform and the debt ceiling. Sector-wise, information technology (+39%) performed best, surging as a handful of major index constituents posted strong returns. Financials gained 37%, riding an uptick in bond yields and a surge in banks, particularly post-election. Materials (+29%) also did well, spurred by higher demand, especially from China. Conversely, consumer discretionary (+20%) lagged the broader market, as brick-and-mortar retailers continued to suffer from increased online competition. Rising interest rates held back real estate (+9%) and sluggish oil prices dragged on energy (+2%). Consumer staples (+4%) and telecommunication services (-1%) struggled due to investors’ general preference for risk assets.

Investment Summary (Unaudited)

Top Ten Stocks as of October 31, 2017

	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	5.3	4.1
Las Vegas Sands Corp.	3.4	3.8
Alphabet, Inc. Class C	3.4	2.3
Adobe Systems, Inc.	3.0	3.1
CME Group, Inc.	2.9	3.1
Morgan Stanley	2.9	1.3
Goldman Sachs Group, Inc.	2.6	2.3
Amgen, Inc.	2.4	3.1
PayPal Holdings, Inc.	2.3	1.1
FMC Corp.	2.2	1.7
	30.4

Top Five Market Sectors as of October 31, 2017

	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	30.7	21.8
Financials	18.3	14.7
Consumer Discretionary	15.1	21.6
Health Care	10.7	12.2
Industrials	9.9	8.3

Asset Allocation (% of fund's net assets)

As of October 31, 2017 ^*
	Stocks	99.2%
	Short-Term Investments and Net Other Assets (Liabilities)	0.8%

* Foreign investments - 12.5%

As of April 30, 2017 ^*
	Stocks	94.7%
	Short-Term Investments and Net Other Assets (Liabilities)	5.3%

* Foreign investments - 15.7%

Investments October 31, 2017

Showing Percentage of Net Assets

Common Stocks - 99.2%
	Shares	Value (000s)
CONSUMER DISCRETIONARY - 15.1%
Auto Components - 0.4%
BorgWarner, Inc.	618,102	$32,586
Automobiles - 0.1%
General Motors Co.	235,000	10,100
Diversified Consumer Services - 0.2%
DeVry, Inc.	401,780	14,846
Hotels, Restaurants & Leisure - 7.6%
Carnival Corp.	401,400	26,649
Dalata Hotel Group PLC (a)(b)	9,716,029	60,550
Las Vegas Sands Corp.	3,978,566	252,162
Marriott International, Inc. Class A	295,057	35,253
Marriott Vacations Worldwide Corp.	68,500	9,016
MGM Mirage, Inc.	1,174,800	36,830
Penn National Gaming, Inc. (a)	597,564	15,590
Planet Fitness, Inc.	97,900	2,608
Royal Caribbean Cruises Ltd.	235,000	29,086
Whitbread PLC	230,303	11,296
Wyndham Worldwide Corp.	740,394	79,111
		558,151
Internet & Direct Marketing Retail - 1.3%
Priceline Group, Inc. (a)	48,900	93,495
Media - 2.4%
Altice NV Class A (a)	5,351,954	100,963
Interpublic Group of Companies, Inc.	3,702,294	71,269
		172,232
Multiline Retail - 2.2%
B&M European Value Retail S.A.	4,404,452	23,241
Dollar General Corp.	1,139,629	92,128
JC Penney Corp., Inc. (a)(c)	12,832,085	35,930
Ollie's Bargain Outlet Holdings, Inc. (a)	145,480	6,496
		157,795
Specialty Retail - 0.9%
Five Below, Inc. (a)	215,400	11,901
Home Depot, Inc.	340,689	56,479
		68,380

TOTAL CONSUMER DISCRETIONARY		1,107,585

CONSUMER STAPLES - 0.9%
Food & Staples Retailing - 0.9%
Wal-Mart Stores, Inc.	771,673	67,375
ENERGY - 3.4%
Energy Equipment & Services - 0.2%
Shelf Drilling Ltd.	1,468,200	11,684
Oil, Gas & Consumable Fuels - 3.2%
Anadarko Petroleum Corp.	489,500	24,167
Cheniere Energy, Inc.(a)	489,560	22,882
Devon Energy Corp.	502,743	18,551
Marathon Oil Corp.	3,943,330	56,074
Southwestern Energy Co. (a)	12,168,173	67,533
Whiting Petroleum Corp. (a)(c)	7,584,536	45,583
		234,790

TOTAL ENERGY		246,474

FINANCIALS - 18.3%
Banks - 3.1%
Bank of America Corp.	3,891,150	106,579
Citigroup, Inc.	1,027,900	75,551
PNC Financial Services Group, Inc.	358,816	49,082
		231,212
Capital Markets - 14.6%
BlackRock, Inc. Class A	48,194	22,691
Brookfield Asset Management, Inc. Class A	97,900	4,107
CBOE Holdings, Inc.	718,849	81,273
Charles Schwab Corp.	391,600	17,559
CME Group, Inc.	1,561,471	214,187
E*TRADE Financial Corp. (a)	1,116,000	48,646
Goldman Sachs Group, Inc.	775,277	187,989
Legg Mason, Inc.	450,178	17,188
MarketAxess Holdings, Inc.	43,703	7,604
Moody's Corp.	244,700	34,848
Morgan Stanley	4,218,962	210,948
MSCI, Inc.	575,447	67,534
S&P Global, Inc.	554,266	86,726
T. Rowe Price Group, Inc.	724,400	67,297
		1,068,597
Insurance - 0.6%
Progressive Corp.	264,300	12,858
Willis Group Holdings PLC	205,600	33,118
		45,976

TOTAL FINANCIALS		1,345,785

HEALTH CARE - 10.7%
Biotechnology - 4.9%
Alexion Pharmaceuticals, Inc. (a)	457,361	54,728
Amgen, Inc.	990,109	173,487
Celgene Corp. (a)	225,970	22,816
Epizyme, Inc. (a)	172,800	2,886
Portola Pharmaceuticals, Inc. (a)	180,100	8,899
Vertex Pharmaceuticals, Inc. (a)	669,546	97,908
		360,724
Health Care Equipment & Supplies - 2.5%
Abiomed, Inc. (a)	260,800	50,314
Align Technology, Inc. (a)	107,700	25,738
Boston Scientific Corp. (a)	1,302,100	36,641
Intuitive Surgical, Inc. (a)	117,600	44,142
Varian Medical Systems, Inc. (a)	225,200	23,464
		180,299
Health Care Providers & Services - 1.4%
AMN Healthcare Services, Inc. (a)	97,900	4,298
Cigna Corp.	244,700	48,260
UnitedHealth Group, Inc.	222,697	46,815
		99,373
Health Care Technology - 0.2%
Medidata Solutions, Inc. (a)	200,300	15,069
Life Sciences Tools & Services - 1.6%
Agilent Technologies, Inc.	884,714	60,187
Bio-Rad Laboratories, Inc. Class A (a)	59,915	13,169
ICON PLC (a)	199,579	23,722
Mettler-Toledo International, Inc. (a)	31,300	21,366
		118,444
Pharmaceuticals - 0.1%
The Medicines Company (a)	301,320	8,660

TOTAL HEALTH CARE		782,569

INDUSTRIALS - 9.9%
Aerospace & Defense - 0.8%
The Boeing Co.	215,400	55,569
Air Freight & Logistics - 0.3%
XPO Logistics, Inc. (a)	282,140	19,566
Airlines - 1.5%
Air Canada (a)	3,624,300	71,806
Ryanair Holdings PLC sponsored ADR (a)	324,592	36,390
		108,196
Building Products - 1.8%
A.O. Smith Corp.	699,500	41,410
Allegion PLC	458,890	38,267
Builders FirstSource, Inc. (a)	97,900	1,764
Kingspan Group PLC (Ireland)	1,120,130	46,842
		128,283
Commercial Services & Supplies - 1.3%
Cintas Corp.	269,200	40,122
Copart, Inc. (a)	1,192,966	43,293
Waste Connection, Inc. (United States)	206,400	14,586
		98,001
Machinery - 2.8%
Caterpillar, Inc.	244,700	33,230
Cummins, Inc.	195,800	34,633
Deere & Co.	224,138	29,783
Graco, Inc.	264,300	34,832
Manitowoc Co., Inc. (a)	2,735,780	26,045
PACCAR, Inc.	189,878	13,620
Parker Hannifin Corp.	171,300	31,281
		203,424
Marine - 0.5%
Irish Continental Group PLC unit	5,928,035	39,498
Professional Services - 0.2%
IHS Markit Ltd. (a)	405,700	17,287
Road & Rail - 0.7%
Norfolk Southern Corp.	197,711	25,983
Union Pacific Corp.	239,900	27,778
		53,761

TOTAL INDUSTRIALS		723,585

INFORMATION TECHNOLOGY - 30.7%
Communications Equipment - 0.2%
Palo Alto Networks, Inc. (a)	88,100	12,968
Electronic Equipment & Components - 0.2%
Cognex Corp.	93,768	11,548
Internet Software & Services - 8.6%
Alarm.com Holdings, Inc. (a)	31,100	1,452
Alibaba Group Holding Ltd. sponsored ADR (a)	646,100	119,457
Alphabet, Inc. Class C (a)	244,479	248,547
CarGurus, Inc. Class A (c)	349,665	11,399
Coupa Software, Inc.	158,202	5,498
Facebook, Inc. Class A (a)	743,585	133,890
GoDaddy, Inc. (a)	401,400	18,745
LogMeIn, Inc.	301,280	36,470
MINDBODY, Inc. (a)	116,000	3,741
New Relic, Inc. (a)	145,333	7,460
Okta, Inc.	301,700	8,725
The Trade Desk, Inc. (a)(c)	135,400	8,926
VeriSign, Inc. (a)(c)	274,100	29,471
		633,781
IT Services - 4.9%
EPAM Systems, Inc. (a)	317,149	28,908
ExlService Holdings, Inc. (a)	17,480	1,091
Fiserv, Inc. (a)	236,802	30,649
Gartner, Inc. (a)	286,274	35,873
Paychex, Inc.	78,300	4,995
PayPal Holdings, Inc. (a)	2,367,057	171,754
Visa, Inc. Class A	783,320	86,150
		359,420
Semiconductors & Semiconductor Equipment - 2.8%
NVIDIA Corp.	508,600	105,184
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	1,292,300	54,703
Texas Instruments, Inc.	467,696	45,222
		205,109
Software - 8.7%
Adobe Systems, Inc. (a)	1,257,546	220,272
ANSYS, Inc. (a)	293,700	40,152
Atlassian Corp. PLC (a)	234,483	11,342
Autodesk, Inc. (a)	401,400	50,159
Electronic Arts, Inc. (a)	968,238	115,801
Everbridge, Inc. (a)	157,700	4,201
Intuit, Inc.	93,471	14,116
Microsoft Corp.	1,421,740	118,260
Paycom Software, Inc. (a)	95,249	7,829
Paylocity Holding Corp. (a)	156,600	8,364
Take-Two Interactive Software, Inc. (a)	340,800	37,710
Varonis Systems, Inc. (a)	203,300	8,864
		637,070
Technology Hardware, Storage & Peripherals - 5.3%
Apple, Inc.	2,304,900	389,618

TOTAL INFORMATION TECHNOLOGY		2,249,514

MATERIALS - 8.1%
Chemicals - 5.2%
DowDuPont, Inc.	1,170,361	84,629
Eastman Chemical Co.	264,300	24,001
FMC Corp.	1,716,010	159,349
Ingevity Corp. (a)	79,974	5,697
LyondellBasell Industries NV Class A	261,813	27,105
Sherwin-Williams Co.	68,500	27,068
Sociedad Quimica y Minera de Chile SA (PN-B) sponsored ADR	312,954	18,696
The Chemours Co. LLC	566,541	32,072
		378,617
Construction Materials - 0.3%
Eagle Materials, Inc.	183,685	19,392
Containers & Packaging - 0.5%
Avery Dennison Corp.	352,400	37,414
Metals & Mining - 2.1%
Freeport-McMoRan, Inc. (a)	3,050,700	42,649
Glencore Xstrata PLC	8,224,739	39,653
Rio Tinto PLC	1,107,752	52,353
Vale SA sponsored ADR	2,447,400	23,960
		158,615

TOTAL MATERIALS		594,038

REAL ESTATE - 0.4%
Equity Real Estate Investment Trusts (REITs) - 0.4%
Equinix, Inc.	60,143	27,876
TELECOMMUNICATION SERVICES - 1.7%
Wireless Telecommunication Services - 1.7%
T-Mobile U.S., Inc. (a)	2,120,172	126,723
TOTAL COMMON STOCKS
(Cost $5,739,654)		7,271,524

Money Market Funds - 3.2%
Fidelity Cash Central Fund, 1.10% (d)	168,660,050	168,694
Fidelity Securities Lending Cash Central Fund 1.11% (d)(e)	63,066,510	63,073
TOTAL MONEY MARKET FUNDS
(Cost $231,763)		231,767
TOTAL INVESTMENT IN SECURITIES - 102.4%
(Cost $5,971,417)		7,503,291
NET OTHER ASSETS (LIABILITIES) - (2.4)%		(172,636)
NET ASSETS - 100%		$7,330,655

Legend

(a) Non-income producing

(b) Affiliated company

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

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	$1,584
Fidelity Securities Lending Cash Central Fund	2,082
Total	$3,666

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Realized Gain (loss)	Change in Unrealized appreciation (depreciation)	Value, end of period
Dalata Hotel Group PLC	$43,516	$--	$--	$--	$--	$17,034	$60,550
Total	$43,516	$--	$--	$--	$--	$17,034	$60,550

Investment Valuation

	Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
(Amounts in thousands)
Investments in Securities:
Equities:
Consumer Discretionary	$1,107,585	$1,107,585	$--	$--
Consumer Staples	67,375	67,375	--	--
Energy	246,474	246,474	--	--
Financials	1,345,785	1,345,785	--	--
Health Care	782,569	782,569	--	--
Industrials	723,585	723,585	--	--
Information Technology	2,249,514	2,249,514	--	--
Materials	594,038	541,685	52,353	--
Real Estate	27,876	27,876	--	--
Telecommunication Services	126,723	126,723	--	--
Money Market Funds	231,767	231,767	--	--
Total Investments in Securities:	$7,503,291	$7,450,938	$52,353	$--

Other Information

Distribution of investments by country or territory of incorporation, as a percentage of Total Net Assets, is as follows (Unaudited):

United States of America	87.5%
Ireland	3.3%
Cayman Islands	1.8%
Netherlands	1.8%
Canada	1.3%
United Kingdom	1.1%
Others (Individually Less Than 1%)	3.2%
	100.0%

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

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)		October 31, 2017
Assets
Investment in securities, at value (including securities loaned of $60,370) — See accompanying schedule: Unaffiliated issuers (cost $5,698,814)	$7,210,974
Fidelity Central Funds (cost $231,763)	231,767
Other affiliated issuers (cost $40,840)	60,550
Total Investment in Securities (cost $5,971,417)		$7,503,291
Cash		238
Receivable for investments sold		53,155
Receivable for fund shares sold		1,559
Dividends receivable		2,512
Distributions receivable from Fidelity Central Funds		487
Prepaid expenses		16
Other receivables		244
Total assets		7,561,502
Liabilities
Payable for investments purchased	$160,810
Payable for fund shares redeemed	3,956
Accrued management fee	2,015
Other affiliated payables	816
Other payables and accrued expenses	186
Collateral on securities loaned	63,064
Total liabilities		230,847
Net Assets		$7,330,655
Net Assets consist of:
Paid in capital		$5,056,990
Undistributed net investment income		49,558
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		692,240
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,531,867
Net Assets		$7,330,655
Capital Appreciation:
Net Asset Value, offering price and redemption price per share ($5,156,510 ÷ 136,063 shares)		$37.90
Class K:
Net Asset Value, offering price and redemption price per share ($2,174,145 ÷ 57,233 shares)		$37.99

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

Statement of Operations

Amounts in thousands		Year ended October 31, 2017
Investment Income
Dividends		$110,276
Income from Fidelity Central Funds		3,666
Total income		113,942
Expenses
Management fee
Basic fee	$38,860
Performance adjustment	(14,652)
Transfer agent fees	8,589
Accounting and security lending fees	1,190
Custodian fees and expenses	161
Independent trustees' fees and expenses	28
Appreciation in deferred trustee compensation account	1
Registration fees	74
Audit	66
Legal	24
Miscellaneous	64
Total expenses before reductions	34,405
Expense reductions	(658)	33,747
Net investment income (loss)		80,195
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	765,394
Fidelity Central Funds	20
Foreign currency transactions	191
Total net realized gain (loss)		765,605
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers	779,506
Fidelity Central Funds	(51)
Other affiliated issuers	17,034
Assets and liabilities in foreign currencies	13
Total change in net unrealized appreciation (depreciation)		796,502
Net gain (loss)		1,562,107
Net increase (decrease) in net assets resulting from operations		$1,642,302

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

Statement of Changes in Net Assets

Amounts in thousands	Year ended October 31, 2017	Year ended October 31, 2016
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$80,195	$81,754
Net realized gain (loss)	765,605	322,979
Change in net unrealized appreciation (depreciation)	796,502	(657,770)
Net increase (decrease) in net assets resulting from operations	1,642,302	(253,037)
Distributions to shareholders from net investment income	(85,881)	(62,147)
Distributions to shareholders from net realized gain	(295,130)	(898,286)
Total distributions	(381,011)	(960,433)
Share transactions - net increase (decrease)	(842,529)	(304,573)
Total increase (decrease) in net assets	418,762	(1,518,043)
Net Assets
Beginning of period	6,911,893	8,429,936
End of period	$7,330,655	$6,911,893
Other Information
Undistributed net investment income end of period	$49,558	$59,893

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

Financial Highlights

Fidelity Capital Appreciation Fund

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$31.75	$37.03	$39.82	$37.30	$29.21
Income from Investment Operations
Net investment income (loss)^A	.38	.34	.24	.11	.19
Net realized and unrealized gain (loss)	7.55	(1.34)	1.13	6.05	8.66
Total from investment operations	7.93	(1.00)	1.37	6.16	8.85
Distributions from net investment income	(.39)	(.27)	(.10)	(.14)	(.17)
Distributions from net realized gain	(1.39)	(4.01)	(4.06)	(3.50)	(.59)
Total distributions	(1.78)	(4.28)	(4.16)	(3.64)	(.76)
Net asset value, end of period	$37.90	$31.75	$37.03	$39.82	$37.30
Total Return^B	25.93%	(3.06)%	3.50%	17.86%	31.03%
Ratios to Average Net Assets^C,^D
Expenses before reductions	.51%	.61%	.83%	.82%	.79%
Expenses net of fee waivers, if any	.51%	.61%	.83%	.82%	.79%
Expenses net of all reductions	.50%	.60%	.82%	.81%	.77%
Net investment income (loss)	1.09%	1.05%	.63%	.28%	.57%
Supplemental Data
Net assets, end of period (in millions)	$5,157	$4,809	$5,906	$6,132	$5,920
Portfolio turnover rate^E	129%	120%	126%	112%	156%

^A Calculated based on average shares outstanding during the period.

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

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

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

Fidelity Capital Appreciation Fund Class K

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$31.83	$37.11	$39.90	$37.38	$29.28
Income from Investment Operations
Net investment income (loss)^A	.41	.37	.28	.15	.23
Net realized and unrealized gain (loss)	7.57	(1.33)	1.14	6.06	8.67
Total from investment operations	7.98	(.96)	1.42	6.21	8.90
Distributions from net investment income	(.43)	(.31)	(.15)	(.19)	(.21)
Distributions from net realized gain	(1.39)	(4.01)	(4.06)	(3.50)	(.59)
Total distributions	(1.82)	(4.32)	(4.21)	(3.69)	(.80)
Net asset value, end of period	$37.99	$31.83	$37.11	$39.90	$37.38
Total Return^B	26.04%	(2.93)%	3.62%	17.97%	31.19%
Ratios to Average Net Assets^C,^D
Expenses before reductions	.41%	.50%	.72%	.70%	.66%
Expenses net of fee waivers, if any	.41%	.50%	.72%	.70%	.66%
Expenses net of all reductions	.40%	.48%	.72%	.70%	.63%
Net investment income (loss)	1.20%	1.17%	.74%	.40%	.70%
Supplemental Data
Net assets, end of period (in millions)	$2,174	$2,103	$2,524	$2,460	$2,125
Portfolio turnover rate^E	129%	120%	126%	112%	156%

^A Calculated based on average shares outstanding during the period.

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

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

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

Notes to Financial Statements

For the period ended October 31, 2017
(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fair Value Committee (the Committee) established by the Fund's investment adviser. In accordance with valuation policies and procedures approved by 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 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 reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

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:

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.

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 includes 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. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. 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.

Book-tax differences are primarily due to foreign currency transactions, deferred trustees compensation and losses deferred due to wash sales.

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation	$1,641,922
Gross unrealized depreciation	(113,332)
Net unrealized appreciation (depreciation)	$1,528,590
Tax Cost	$5,974,701

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$100,958
Undistributed long-term capital gain	$644,232
Net unrealized appreciation (depreciation) on securities and other investments	$1,528,584

The tax character of distributions paid was as follows:

	October 31, 2017	October 31, 2016
Ordinary Income	$85,881	$ 62,147
Long-term Capital Gains	295,130	898,286
Total	$381,011	$ 960,433

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities aggregated $8,951,380 and $9,973,504, 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 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 Capital Appreciation as compared to its benchmark index, the S&P 500 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .34% 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 Capital Appreciation, except for Class K. 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 Class-Level Average Net Assets
Capital Appreciation	$7,591	.15
Class K	998	.05
	$8,589

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$5,027	1.09%	$–^(a)

(a) In the amount less than five hundred dollars.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $8.

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 $23 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit

7. Security Lending.

8. Expense Reductions.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $64.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Year ended October 31, 2017	Year ended October 31, 2016
From net investment income
Capital Appreciation	$57,933	$41,709
Class K	27,948	20,438
Total	$85,881	$62,147
From net realized gain
Capital Appreciation	$204,981	$631,322
Class K	90,149	266,964
Total	$295,130	$898,286

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

	Shares	Shares	Dollars	Dollars
	Year ended October 31, 2017	Year ended October 31, 2016	Year ended October 31, 2017	Year ended October 31, 2016
Capital Appreciation
Shares sold	6,471	8,622	$219,571	$274,837
Reinvestment of distributions	7,688	19,416	248,876	635,303
Shares redeemed	(29,530)	(36,117)	(1,007,227)	(1,157,228)
Net increase (decrease)	(15,371)	(8,079)	$(538,780)	$(247,088)
Class K
Shares sold	6,448	9,379	$221,397	$299,911
Reinvestment of distributions	3,643	8,770	118,097	287,402
Shares redeemed	(18,939)	(20,071)	(643,243)	(644,798)
Net increase (decrease)	(8,848)	(1,922)	$(303,749)	$(57,485)

11. Other.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and Shareholders of Fidelity Capital Appreciation Fund:

PricewaterhouseCoopers LLP

Boston, Massachusetts
December 12, 2017

Trustees and Officers

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

Correspondence intended for a Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

* Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR.

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Advisory Board Members and Officers:

Correspondence intended for an officer or Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello is an employee of Fidelity Investments (1995-present).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2017 to October 31, 2017).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio-^A	Beginning Account Value May 1, 2017	Ending Account Value October 31, 2017	Expenses Paid During Period-^B May 1, 2017 to October 31, 2017
Capital Appreciation	.52%
Actual		$1,000.00	$1,098.60	$2.75
Hypothetical-^C		$1,000.00	$1,022.58	$2.65
Class K	.41%
Actual		$1,000.00	$1,099.20	$2.17
Hypothetical-^C		$1,000.00	$1,023.14	$2.09

^A Annualized expense ratio reflects expenses net of applicable fee waivers.

^B 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).

^C 5% return per year before expenses

Distributions (Unaudited)

	Pay Date	Record Date	Dividends	Capital Gains
Fidelity Capital Appreciation Fund
Capital Appreciation	12/11/17	12/08/17	$0.335	$3.671
Class K	12/11/17	12/08/17	$0.374	$3.671

Capital Appreciation and Class K designate 100% of the dividend distributed in December during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Capital Appreciation Fund

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should continue to benefit the shareholders of the fund.

Fidelity Capital Appreciation Fund

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee rate as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board noted the impact of the fund's performance adjustment. The Board also noted that Fidelity may agree to waive fees and expenses from time to time, and the extent to which, if any, it has done so for the fund. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below the competitive median for 2016.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

CAF-K-ANN-1217
1.863090.109

Fidelity® Disciplined Equity Fund

Annual Report

October 31, 2017

Contents

Performance
Management's Discussion of Fund Performance
Investment Summary
Investments
Financial Statements
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
Trustees and Officers
Shareholder Expense Example
Distributions
Board Approval of Investment Advisory Contracts and Management Fees

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.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Performance: The Bottom Line

Average Annual Total Returns

For the periods ended October 31, 2017	Past 1 year	Past 5 years	Past 10 years
Fidelity® Disciplined Equity Fund	22.51%	14.23%	5.03%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Disciplined Equity Fund, a class of the fund, on October 31, 2007.

The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

	Period Ending Values
	$16,339	Fidelity® Disciplined Equity Fund
	$20,638	S&P 500® Index

Management's Discussion of Fund Performance

Comments from Portfolio Manager Alex Devereaux: For the year, the fund’s share classes gained roughly 23%, modestly trailing the 23.63% gain of the S&P 500^® index. Relative to the benchmark, stock picking within the consumer discretionary sector hurt most. In particular, an out-of-benchmark stake in International Game Technology disappointed, returning -34%. The manufacturer and distributor of computerized gaming equipment reported declining revenues, soft guidance and significant debt. We exited the position in July. Underweighting Amazon, and selling the stock too soon, also hurt, as its shares advanced 40% for the year. Elsewhere, choices in financials and materials weighed on relative results. Conversely, stock selection in the information technology and energy sectors aided relative performance. Our decision to avoid industrial conglomerate General Electric (GE) provided the biggest boost to relative results. Previously held in the fund, we eliminated our position in GE prior to the start of the period due to its expensive valuation. Our overweight stake in Bank of America (BofA) also contributed versus the index, as the stock gained about 66% for the fund. We liked BofA’s strong valuation, positive estimate revisions, and its deployment of capital to shareholders. Litigation income received during the period also added to the fund’s return.

Investment Summary (Unaudited)

Top Ten Stocks as of October 31, 2017

	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	4.8	4.5
Alphabet, Inc. Class A	3.3	3.1
Facebook, Inc. Class A	2.7	2.2
Johnson & Johnson	2.5	2.2
Berkshire Hathaway, Inc. Class B	2.4	2.3
Bank of America Corp.	2.1	1.4
Wells Fargo & Co.	1.9	1.9
Chevron Corp.	1.8	1.7
UnitedHealth Group, Inc.	1.8	1.6
Microsoft Corp.	1.7	2.2
	25.0

Top Five Market Sectors as of October 31, 2017

	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	26.5	21.5
Health Care	15.0	16.2
Financials	12.7	12.1
Consumer Discretionary	10.7	11.1
Consumer Staples	9.2	10.4

Asset Allocation (% of fund's net assets)

As of October 31, 2017^*
	Stocks	98.7%
	Short-Term Investments and Net Other Assets (Liabilities)	1.3%

* Foreign investments - 7.3%

As of April 30, 2017 ^*
	Stocks	98.3%
	Short-Term Investments and Net Other Assets (Liabilities)	1.7%

* Foreign investments - 7.6%

Investments October 31, 2017

Showing Percentage of Net Assets

Common Stocks - 98.7%
	Shares	Value (000s)
CONSUMER DISCRETIONARY - 10.7%
Hotels, Restaurants & Leisure - 5.7%
Carnival Corp.	158,153	$10,500
Darden Restaurants, Inc.	54,041	4,446
Marriott International, Inc. Class A	87,143	10,412
McDonald's Corp.	114,479	19,108
Royal Caribbean Cruises Ltd.	98,274	12,163
U.S. Foods Holding Corp. (a)	365,647	9,975
Wyndham Worldwide Corp.	107,850	11,524
		78,128
Household Durables - 0.6%
CalAtlantic Group, Inc.	166,942	8,237
Internet & Direct Marketing Retail - 1.4%
Liberty Interactive Corp. QVC Group Series A (a)	437,424	9,938
Netflix, Inc. (a)	35,059	6,887
Priceline Group, Inc. (a)	1,036	1,981
		18,806
Media - 0.8%
Charter Communications, Inc. Class A (a)	1,321	441
Comcast Corp. Class A	291,014	10,485
		10,926
Multiline Retail - 0.7%
Dollar Tree, Inc. (a)	22,890	2,089
Macy's, Inc.	413,819	7,763
		9,852
Specialty Retail - 0.7%
Best Buy Co., Inc.	174,561	9,772
Textiles, Apparel & Luxury Goods - 0.8%
PVH Corp.	86,607	10,983

TOTAL CONSUMER DISCRETIONARY		146,704

CONSUMER STAPLES - 9.2%
Beverages - 0.6%
The Coca-Cola Co.	194,033	8,922
Food & Staples Retailing - 2.4%
CVS Health Corp.	201,060	13,779
Wal-Mart Stores, Inc.	218,385	19,067
		32,846
Food Products - 3.4%
Bunge Ltd.	152,104	10,462
ConAgra Foods, Inc.	331,527	11,325
Pilgrim's Pride Corp. (a)(b)	352,823	11,213
The J.M. Smucker Co.	100,425	10,650
Tyson Foods, Inc. Class A	39,335	2,868
		46,518
Household Products - 1.4%
Procter & Gamble Co.	224,172	19,355
Tobacco - 1.4%
Philip Morris International, Inc.	187,214	19,590

TOTAL CONSUMER STAPLES		127,231

ENERGY - 6.1%
Oil, Gas & Consumable Fuels - 6.1%
Chevron Corp.	211,039	24,457
ConocoPhillips Co.	31,001	1,586
Exxon Mobil Corp.	192,351	16,032
HollyFrontier Corp.	112,311	4,150
Kinder Morgan, Inc.	409,656	7,419
Phillips 66 Co.	143,651	13,084
The Williams Companies, Inc.	139,427	3,974
Valero Energy Corp.	168,910	13,325
		84,027
FINANCIALS - 12.7%
Banks - 7.4%
Bank of America Corp.	1,034,919	28,346
Citigroup, Inc.	314,865	23,143
JPMorgan Chase & Co.	234,024	23,545
Wells Fargo & Co.	476,902	26,773
		101,807
Consumer Finance - 1.1%
Capital One Financial Corp.	155,072	14,295
Santander Consumer U.S.A. Holdings, Inc.	18,722	312
		14,607
Diversified Financial Services - 2.4%
Berkshire Hathaway, Inc. Class B (a)��	178,612	33,390
Insurance - 0.3%
Chubb Ltd.	25,778	3,888
Mortgage Real Estate Investment Trusts - 1.5%
AGNC Investment Corp.	489,232	9,848
Annaly Capital Management, Inc.	769,627	8,820
New Residential Investment Corp.	146,255	2,578
		21,246

TOTAL FINANCIALS		174,938

HEALTH CARE - 15.0%
Biotechnology - 2.5%
Alexion Pharmaceuticals, Inc. (a)	64,633	7,734
Amgen, Inc.	104,378	18,289
Biogen, Inc. (a)	15,722	4,900
Celgene Corp. (a)	31,609	3,192
		34,115
Health Care Equipment & Supplies - 1.1%
Danaher Corp.	161,134	14,868
Health Care Providers & Services - 6.4%
Anthem, Inc.	33,977	7,108
Centene Corp. (a)	93,307	8,740
Cigna Corp.	73,374	14,471
Express Scripts Holding Co. (a)	166,606	10,211
Humana, Inc.	51,535	13,159
McKesson Corp.	73,135	10,084
UnitedHealth Group, Inc.	114,562	24,083
		87,856
Life Sciences Tools & Services - 0.3%
Agilent Technologies, Inc.	69,944	4,758
Pharmaceuticals - 4.7%
Allergan PLC	64,753	11,476
Johnson & Johnson	250,823	34,967
Mallinckrodt PLC (a)	151,423	4,796
Pfizer, Inc.	379,275	13,297
		64,536

TOTAL HEALTH CARE		206,133

INDUSTRIALS - 8.3%
Aerospace & Defense - 1.1%
Spirit AeroSystems Holdings, Inc. Class A	128,919	10,326
United Technologies Corp.	44,205	5,294
		15,620
Airlines - 0.7%
Copa Holdings SA Class A	81,350	10,022
Building Products - 0.2%
Owens Corning	27,608	2,283
Construction & Engineering - 1.5%
AECOM (a)	301,326	10,564
Jacobs Engineering Group, Inc.	182,589	10,629
		21,193
Electrical Equipment - 0.8%
AMETEK, Inc.	117,973	7,962
Regal Beloit Corp.	39,468	3,203
		11,165
Machinery - 2.4%
Allison Transmission Holdings, Inc.	69,281	2,944
Caterpillar, Inc.	122,836	16,681
Cummins, Inc.	72,126	12,758
		32,383
Professional Services - 0.8%
Manpower, Inc.	89,371	11,018
Trading Companies & Distributors - 0.8%
MSC Industrial Direct Co., Inc. Class A	51	4
WESCO International, Inc. (a)	172,716	10,907
		10,911

TOTAL INDUSTRIALS		114,595

INFORMATION TECHNOLOGY - 26.5%
Electronic Equipment & Components - 0.7%
Jabil, Inc.	332,906	9,415
Internet Software & Services - 6.3%
Alphabet, Inc.:
Class A (a)	44,480	45,950
Class C (a)	3,230	3,284
Facebook, Inc. Class A (a)	206,851	37,246
		86,480
IT Services - 5.1%
Accenture PLC Class A	17,220	2,451
Alliance Data Systems Corp.	45,784	10,243
Cognizant Technology Solutions Corp. Class A	184,905	13,992
Conduent, Inc.	392,190	6,071
CSRA, Inc.	31,910	1,021
DXC Technology Co.	115,752	10,594
Euronet Worldwide, Inc. (a)	8,410	813
First Data Corp. Class A (a)	263,059	4,685
Genpact Ltd.	86,679	2,639
Leidos Holdings, Inc.	175,785	10,990
MasterCard, Inc. Class A	46,880	6,974
		70,473
Semiconductors & Semiconductor Equipment - 3.6%
Broadcom Ltd.	66,164	17,461
First Solar, Inc. (a)	99,228	5,440
Micron Technology, Inc. (a)	335,709	14,875
ON Semiconductor Corp. (a)	564,383	12,033
		49,809
Software - 5.2%
Adobe Systems, Inc. (a)	42,273	7,405
Electronic Arts, Inc. (a)	63,535	7,599
Intuit, Inc.	85,795	12,957
Microsoft Corp.	284,250	23,644
Oracle Corp.	400,248	20,373
		71,978
Technology Hardware, Storage & Peripherals - 5.6%
Apple, Inc.	392,793	66,395
Western Digital Corp.	112,473	10,040
		76,435

TOTAL INFORMATION TECHNOLOGY		364,590

MATERIALS - 4.5%
Chemicals - 3.2%
FMC Corp.	122,895	11,412
LyondellBasell Industries NV Class A	130,332	13,493
Platform Specialty Products Corp. (a)	725,829	7,766
The Chemours Co. LLC	198,806	11,254
		43,925
Metals & Mining - 1.3%
Freeport-McMoRan, Inc. (a)	797,646	11,151
United States Steel Corp. (b)	286,368	7,251
		18,402

TOTAL MATERIALS		62,327

REAL ESTATE - 1.9%
Equity Real Estate Investment Trusts (REITs) - 1.2%
Colony NorthStar, Inc.	202,165	2,483
Corrections Corp. of America	337,115	8,313
Welltower, Inc.	81,454	5,454
		16,250
Real Estate Management & Development - 0.7%
Realogy Holdings Corp.	297,863	9,630

TOTAL REAL ESTATE		25,880

TELECOMMUNICATION SERVICES - 0.7%
Wireless Telecommunication Services - 0.7%
T-Mobile U.S., Inc. (a)	165,984	9,921
UTILITIES - 3.1%
Electric Utilities - 2.3%
Exelon Corp.	337,101	13,555
FirstEnergy Corp.	250,511	8,254
NextEra Energy, Inc.	64,414	9,989
		31,798
Independent Power and Renewable Electricity Producers - 0.8%
The AES Corp.	951,568	10,115

TOTAL UTILITIES		41,913

TOTAL COMMON STOCKS
(Cost $1,183,931)		1,358,259

Money Market Funds - 2.0%
Fidelity Cash Central Fund, 1.10% (c)	18,269,243	18,273
Fidelity Securities Lending Cash Central Fund 1.11% (c)(d)	9,808,361	9,809
TOTAL MONEY MARKET FUNDS
(Cost $28,083)		28,082
TOTAL INVESTMENT IN SECURITIES - 100.7%
(Cost $1,212,014)		1,386,341
NET OTHER ASSETS (LIABILITIES) - (0.7)%		(9,405)
NET ASSETS - 100%		$1,376,936

Legend

(a) Non-income producing

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

(c) 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.

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

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	$171
Fidelity Securities Lending Cash Central Fund	32
Total	$203

Investment Valuation

All investments are categorized as Level 1 under the Fair Value Hierarchy. 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 please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

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

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)		October 31, 2017
Assets
Investment in securities, at value (including securities loaned of $9,453) — See accompanying schedule: Unaffiliated issuers (cost $1,183,931)	$1,358,259
Fidelity Central Funds (cost $28,083)	28,082
Total Investment in Securities (cost $1,212,014)		$1,386,341
Receivable for fund shares sold		769
Dividends receivable		903
Distributions receivable from Fidelity Central Funds		22
Prepaid expenses		3
Other receivables		443
Total assets		1,388,481
Liabilities
Payable for fund shares redeemed	596
Accrued management fee	444
Other affiliated payables	192
Other payables and accrued expenses	503
Collateral on securities loaned	9,810
Total liabilities		11,545
Net Assets		$1,376,936
Net Assets consist of:
Paid in capital		$1,151,468
Undistributed net investment income		11,985
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		39,156
Net unrealized appreciation (depreciation) on investments		174,327
Net Assets		$1,376,936
Disciplined Equity:
Net Asset Value, offering price and redemption price per share ($1,266,377 ÷ 32,506 shares)		$38.96
Class K:
Net Asset Value, offering price and redemption price per share ($110,559 ÷ 2,840 shares)		$38.93

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

Statement of Operations

Amounts in thousands		Year ended October 31, 2017
Investment Income
Dividends		$24,484
Income from Fidelity Central Funds		203
Total income		24,687
Expenses
Management fee
Basic fee	$7,190
Performance adjustment	(2,542)
Transfer agent fees	1,840
Accounting and security lending fees	421
Custodian fees and expenses	21
Independent trustees' fees and expenses	5
Registration fees	43
Audit	72
Legal	7
Miscellaneous	12
Total expenses before reductions	7,069
Expense reductions	(15)	7,054
Net investment income (loss)		17,633
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	144,459
Fidelity Central Funds	1
Futures contracts	(2)
Total net realized gain (loss)		144,458
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers	105,059
Fidelity Central Funds	(4)
Total change in net unrealized appreciation (depreciation)		105,055
Net gain (loss)		249,513
Net increase (decrease) in net assets resulting from operations		$267,146

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

Statement of Changes in Net Assets

Amounts in thousands	Year ended October 31, 2017	Year ended October 31, 2016
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$17,633	$18,118
Net realized gain (loss)	144,458	1,549
Change in net unrealized appreciation (depreciation)	105,055	(20,684)
Net increase (decrease) in net assets resulting from operations	267,146	(1,017)
Distributions to shareholders from net investment income	(18,783)	(15,984)
Distributions to shareholders from net realized gain	–	(73,227)
Total distributions	(18,783)	(89,211)
Share transactions - net increase (decrease)	(125,908)	(169,880)
Total increase (decrease) in net assets	122,455	(260,108)
Net Assets
Beginning of period	1,254,481	1,514,589
End of period	$1,376,936	$1,254,481
Other Information
Undistributed net investment income end of period	$11,985	$14,124

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

Financial Highlights

Fidelity Disciplined Equity Fund

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$32.26	$34.19	$35.18	$31.30	$24.47
Income from Investment Operations
Net investment income (loss)^A	.47	.42	.35	.41	.53
Net realized and unrealized gain (loss)	6.72	(.34)^B	1.26	4.43	6.85
Total from investment operations	7.19	.08	1.61	4.84	7.38
Distributions from net investment income	(.49)	(.36)	(.38)	(.69)	(.55)
Distributions from net realized gain	–	(1.65)	(2.22)	(.27)	–
Total distributions	(.49)	(2.01)	(2.60)	(.96)	(.55)
Net asset value, end of period	$38.96	$32.26	$34.19	$35.18	$31.30
Total Return^C	22.51%	.16%^B	4.66%	15.80%	30.80%
Ratios to Average Net Assets^D,^E
Expenses before reductions	.54%	.68%	.89%	.50%	.07%
Expenses net of fee waivers, if any	.54%	.68%	.89%	.50%	.07%
Expenses net of all reductions	.54%	.68%	.89%	.50%	(.01)%^F
Net investment income (loss)	1.33%	1.30%	1.02%	1.24%	1.97%
Supplemental Data
Net assets, end of period (in millions)	$1,266	$1,150	$1,385	$1,238	$1,156
Portfolio turnover rate^G	184%	179%	187%	184%	156%

^A Calculated based on average shares outstanding during the period.

^B Net realized and unrealized gain (loss) per share reflects proceeds received from litigation which amounted to $.05 per share. Excluding these litigation proceeds, the total return would have been (.01)%

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

^D 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.

^E 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.

^F The ratio of expenses net of all reductions to average net assets includes non-recurring payments by certain of the fund's brokers for commissions recaptured during the period. Excluding these payments, the ratio would have been .05% and the total return would've been 30.74%.

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

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

Fidelity Disciplined Equity Fund Class K

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$32.23	$34.16	$35.15	$31.29	$24.49
Income from Investment Operations
Net investment income (loss)^A	.51	.45	.38	.45	.61
Net realized and unrealized gain (loss)	6.71	(.34)^B	1.27	4.41	6.79
Total from investment operations	7.22	.11	1.65	4.86	7.40
Distributions from net investment income	(.52)	(.39)	(.42)	(.73)	(.60)
Distributions from net realized gain	–	(1.65)	(2.22)	(.27)	–
Total distributions	(.52)	(2.04)	(2.64)	(1.00)	(.60)
Net asset value, end of period	$38.93	$32.23	$34.16	$35.15	$31.29
Total Return^C	22.65%	.26%^B	4.78%	15.89%	30.96%
Ratios to Average Net Assets^D,^E
Expenses before reductions	.44%	.57%	.79%	.39%	(.18)%^F
Expenses net of fee waivers, if any	.44%	.57%	.79%	.39%	(.18)%^F
Expenses net of all reductions	.44%	.57%	.79%	.39%	(.26)%^F,^G
Net investment income (loss)	1.43%	1.41%	1.12%	1.35%	2.22%
Supplemental Data
Net assets, end of period (in millions)	$111	$104	$129	$158	$153
Portfolio turnover rate^H	184%	179%	187%	184%	156%

^A Calculated based on average shares outstanding during the period.

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

^F Expense ratio is negative due to the timing of negative management fee performance adjustments in relation to fluctuating net assets of the class.

^G The ratio of expenses net of all reductions to average net assets includes non-recurring payments by certain of the fund's brokers for commissions recaptured during the period. Excluding these payments, the ratio would have been (.20)% and the total return would've been 30.90%.

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

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

Notes to Financial Statements

For the period ended October 31, 2017
(Amounts in thousands except percentages)

1. Organization.

Fidelity Disciplined Equity Fund (the Fund) is a fund of Fidelity Capital 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 Disciplined Equity 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.

3. Significant Accounting Policies.

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fair Value Committee (the Committee) established by the Fund's investment adviser. In accordance with valuation policies and procedures approved by 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 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 reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

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:

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.

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 includes 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. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. 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.

Book-tax differences are primarily due to futures contracts, deferred trustees compensation, capital loss carryforwards, expiring capital loss carryforwards, and losses deferred due to wash sales.

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation	$200,488
Gross unrealized depreciation	(26,316)
Net unrealized appreciation (depreciation)	$174,172
Tax Cost	$1,212,169

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$12,429
Undistributed long-term capital gain	$39,311
Net unrealized appreciation (depreciation) on securities and other investments	$174,171

The tax character of distributions paid was as follows:

	October 31, 2017	October 31, 2016
Ordinary Income	$18,783	$ 20,028
Long-term Capital Gains	–	69,183
Total	$18,783	$ 89,211

4. Derivative Instruments.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is presented in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,388,781 and $2,492,838, respectively.

6. 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 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 Disciplined Equity as compared to its benchmark index, the S&P 500 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .35% 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 Disciplined Equity. 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 Class-Level Average Net Assets
Disciplined Equity	$1,788	.15
Class K	52	.05
	$1,840

7. 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 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

9. Expense Reductions.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $12.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Year ended October 31, 2017	Year ended October 31, 2016
From net investment income
Disciplined Equity	$17,115	$14,547
Class K	1,668	1,437
Total	$18,783	$15,984
From net realized gain
Disciplined Equity	$–	$67,155
Class K	–	6,072
Total	$–	$73,227

11. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

	Shares	Shares	Dollars	Dollars
	Year ended October 31, 2017	Year ended October 31, 2016	Year ended October 31, 2017	Year ended October 31, 2016
Disciplined Equity
Shares sold	819	3,217	$29,054	$102,377
Reinvestment of distributions	474	2,353	15,948	76,727
Shares redeemed	(4,440)	(10,442)	(156,370)	(331,619)
Net increase (decrease)	(3,147)	(4,872)	$(111,368)	$(152,515)
Class K
Shares sold	301	426	$10,549	$13,646
Reinvestment of distributions	50	231	1,668	7,509
Shares redeemed	(750)	(1,201)	(26,757)	(38,520)
Net increase (decrease)	(399)	(544)	$(14,540)	$(17,365)

12. Other.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and Shareholders of Fidelity Disciplined Equity 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 Disciplined Equity Fund (a fund of Fidelity Capital Trust) as of October 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, 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 Disciplined Equity 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. Our procedures included confirmation of securities owned as of October 31, 2017 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
December 13, 2017

Trustees and Officers

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for a Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

* Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR.

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Advisory Board Members and Officers:

Correspondence intended for an officer or Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello is an employee of Fidelity Investments (1995-present).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2017 to October 31, 2017).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio-^A	Beginning Account Value May 1, 2017	Ending Account Value October 31, 2017	Expenses Paid During Period-^B May 1, 2017 to October 31, 2017
Disciplined Equity	.55%
Actual		$1,000.00	$1,090.40	$2.90
Hypothetical-^C		$1,000.00	$1,022.43	$2.80
Class K	.45%
Actual		$1,000.00	$1,091.10	$2.37
Hypothetical-^C		$1,000.00	$1,022.94	$2.29

^A Annualized expense ratio reflects expenses net of applicable fee waivers.

^B 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).

^C 5% return per year before expenses

Distributions (Unaudited)

The Board of Trustees of Fidelity Disciplined Equity Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

	Pay Date	Record Date	Dividends	Capital Gains
Fidelity Disciplined Equity Fund
Disciplined Equity	12/11/17	12/08/17	$0.452	$1.121
Class K	12/11/17	12/08/17	$0.490	$1.121

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2017, $42,430,232, or, if subsequently determined to be different, the net capital gain of such year.

Disciplined Equity Fund designates 100% and Class K designates 93% of the dividends distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

Disciplined Equity Fund and Class K designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Disciplined Equity Fund

The Board has discussed the fund's underperformance with FMR, including the fund's investment strategy, the portfolio management team, and broader trends in the market that may have impacted the fund's performance, and has engaged with FMR to consider what steps might be taken to remediate the fund's underperformance. The Board noted that there was a portfolio management change for the fund in January 2014.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should continue to benefit the shareholders of the fund.

Fidelity Disciplined Equity Fund

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee rate as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board noted the impact of the fund's performance adjustment. The Board also noted that Fidelity may agree to waive fees and expenses from time to time, and the extent to which, if any, it has done so for the fund. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below the competitive median for 2016.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

FDE-ANN-1217
1.538372.120

Fidelity Advisor® Stock Selector Small Cap Fund -

Class A, Class M (formerly Class T), Class C, Class I and Class Z

Annual Report

October 31, 2017

Class A, Class M, Class C, Class I and Class Z are classes of Fidelity® Stock Selector Small Cap Fund

Contents

Performance
Management's Discussion of Fund Performance
Investment Summary
Investments
Financial Statements
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
Trustees and Officers
Shareholder Expense Example
Distributions
Board Approval of Investment Advisory Contracts and Management Fees

You may also call 1-877-208-0098 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.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Performance: The Bottom Line

Average Annual Total Returns

For the periods ended October 31, 2017	Past 1 year	Past 5 years	Past 10 years
Class A (incl. 5.75% sales charge)	14.63%	11.29%	4.32%
Class M (incl. 3.50% sales charge)	16.96%	11.44%	4.25%
Class C (incl. contingent deferred sales charge)	19.62%	11.71%	4.11%
Class I	21.97%	12.94%	5.29%
Class Z	22.10%	12.97%	5.30%

Class C shares' contingent deferred sales charges included in the past one year, past five years and past ten years total return figures are 1%, 0% and 0%, respectively.

The initial offering of Class Z shares took place on February 1, 2017. Returns prior to February 1, 2017, are those of Class I.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Stock Selector Small Cap Fund - Class A on October 31, 2007, and the current 5.75% sales charge was paid.

The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Index performed over the same period.

	Period Ending Values
	$15,260	Fidelity Advisor® Stock Selector Small Cap Fund - Class A
	$20,870	Russell 2000® Index

Management's Discussion of Fund Performance

Investment Summary (Unaudited)

Top Ten Stocks as of October 31, 2017

	% of fund's net assets	% of fund's net assets 6 months ago
EMCOR Group, Inc.	1.2	1.1
RingCentral, Inc.	1.0	0.0
BancFirst Corp.	0.9	1.0
Banner Corp.	0.9	0.9
Cotiviti Holdings, Inc.	0.9	0.7
WSFS Financial Corp.	0.9	1.0
Associated Banc-Corp.	0.9	0.9
Wintrust Financial Corp.	0.9	0.0
Washington Federal, Inc.	0.9	0.8
Primerica, Inc.	0.9	0.7
	9.4

Top Five Market Sectors as of October 31, 2017

	% of fund's net assets	% of fund's net assets 6 months ago
Financials	19.2	19.4
Information Technology	17.7	17.2
Industrials	16.0	15.3
Health Care	13.6	12.1
Consumer Discretionary	11.0	12.2

Asset Allocation (% of fund's net assets)

As of October 31, 2017^*
	Stocks	98.3%
	Short-Term Investments and Net Other Assets (Liabilities)	1.7%

* Foreign investments - 9.8%

As of April 30, 2017 ^*
	Stocks and Equity Futures	98.3%
	Short-Term Investments and Net Other Assets (Liabilities)	1.7%

* Foreign investments - 8.9%

Percentages shown as 0.0% may reflect amounts less than 0.05%.

Investments October 31, 2017

Showing Percentage of Net Assets

Common Stocks - 98.3%
	Shares	Value (000s)
CONSUMER DISCRETIONARY - 11.0%
Auto Components - 1.3%
Standard Motor Products, Inc.	149,102	$6,511
Tenneco, Inc.	135,284	7,861
Visteon Corp. (a)	53,100	6,693
		21,065
Diversified Consumer Services - 0.4%
Service Corp. International	185,400	6,574
Hotels, Restaurants & Leisure - 1.9%
Bojangles', Inc. (a)(b)	16,250	199
Cedar Fair LP (depositary unit)	88,100	5,515
Dave & Buster's Entertainment, Inc. (a)	22,200	1,070
Eldorado Resorts, Inc. (a)	47,600	1,223
Marriott Vacations Worldwide Corp.	72,800	9,582
Papa John's International, Inc. (b)	103,900	7,070
Penn National Gaming, Inc. (a)	202,500	5,283
		29,942
Household Durables - 2.6%
CalAtlantic Group, Inc.	117,500	5,797
Cavco Industries, Inc. (a)	51,700	8,112
Helen of Troy Ltd. (a)	77,569	7,206
Taylor Morrison Home Corp. (a)	375,800	9,076
TopBuild Corp. (a)	150,800	9,951
TRI Pointe Homes, Inc. (a)	93,660	1,657
		41,799
Leisure Products - 0.4%
Brunswick Corp.	78,496	3,976
Johnson Outdoors, Inc. Class A	37,533	2,823
		6,799
Media - 0.9%
Cinemark Holdings, Inc.	176,400	6,410
Lions Gate Entertainment Corp. Class B	255,500	7,067
		13,477
Multiline Retail - 0.5%
Ollie's Bargain Outlet Holdings, Inc. (a)	163,900	7,318
Specialty Retail - 1.3%
Burlington Stores, Inc. (a)	63,100	5,924
Murphy U.S.A., Inc. (a)	78,900	5,867
The Children's Place Retail Stores, Inc.	74,000	8,051
		19,842
Textiles, Apparel & Luxury Goods - 1.7%
Deckers Outdoor Corp. (a)	80,500	5,493
Emerald Expositions Events, Inc.	240,000	5,590
Steven Madden Ltd. (a)	224,259	8,746
Wolverine World Wide, Inc.	276,000	7,535
		27,364

TOTAL CONSUMER DISCRETIONARY		174,180

CONSUMER STAPLES - 2.4%
Beverages - 0.2%
Cott Corp.	193,700	2,906
Food & Staples Retailing - 0.4%
Performance Food Group Co. (a)	204,175	5,778
Food Products - 1.2%
Cranswick PLC	84,500	3,457
Hostess Brands, Inc. Class A (a)	260,667	3,005
Ingredion, Inc.	31,700	3,974
J&J Snack Foods Corp.	33,575	4,471
Lamb Weston Holdings, Inc.	75,800	3,865
		18,772
Household Products - 0.3%
Central Garden & Pet Co. Class A (non-vtg.) (a)	140,900	5,201
Personal Products - 0.3%
Inter Parfums, Inc.	109,300	5,061

TOTAL CONSUMER STAPLES		37,718

ENERGY - 4.1%
Energy Equipment & Services - 1.1%
Archrock, Inc.	244,329	2,932
Nabors Industries Ltd.	787,700	4,435
Rowan Companies PLC (a)	362,340	5,192
Total Energy Services, Inc.	419,493	4,939
		17,498
Oil, Gas & Consumable Fuels - 3.0%
Boardwalk Pipeline Partners, LP	391,408	5,488
DCP Midstream Partners LP	82,200	2,719
Delek U.S. Holdings, Inc.	230,900	6,015
Diamondback Energy, Inc. (a)	61,507	6,591
Newfield Exploration Co. (a)	177,488	5,465
PDC Energy, Inc. (a)	151,000	7,690
Warrior Metropolitan Coal, Inc. (b)	215,000	5,594
WPX Energy, Inc. (a)	728,590	8,218
		47,780

TOTAL ENERGY		65,278

FINANCIALS - 19.2%
Banks - 11.6%
Associated Banc-Corp.	554,923	14,040
BancFirst Corp.	271,156	14,819
Banner Corp.	250,429	14,355
Boston Private Financial Holdings, Inc.	382,327	6,079
City Holding Co.	143,799	10,136
Columbia Banking Systems, Inc.	315,500	13,727
Community Bank System, Inc.	137,351	7,594
Cullen/Frost Bankers, Inc.	89,300	8,796
CVB Financial Corp.	528,200	12,603
First Merchants Corp.	268,637	11,551
Hilltop Holdings, Inc.	250,428	5,900
Huntington Bancshares, Inc.	53,114	733
Independent Bank Corp., Massachusetts	144,342	10,407
Stock Yards Bancorp, Inc.	305,882	11,547
Tompkins Financial Corp.	143,738	12,522
TowneBank	304,162	10,189
Trico Bancshares	105,347	4,363
Wintrust Financial Corp.	171,700	13,957
		183,318
Capital Markets - 0.7%
OM Asset Management Ltd.	729,210	11,142
Diversified Financial Services - 1.3%
Camping World Holdings, Inc.	126,200	5,303
Cotiviti Holdings, Inc. (a)	408,200	14,352
		19,655
Insurance - 3.0%
Employers Holdings, Inc.	280,386	13,374
First American Financial Corp.	196,800	10,710
James River Group Holdings Ltd.	233,853	9,897
Primerica, Inc.	157,200	13,912
		47,893
Thrifts & Mortgage Finance - 2.6%
Beneficial Bancorp, Inc.	736,800	12,157
Washington Federal, Inc.	400,863	13,950
WSFS Financial Corp.	287,442	14,286
		40,393

TOTAL FINANCIALS		302,401

HEALTH CARE - 13.6%
Biotechnology - 8.0%
Abeona Therapeutics, Inc. (a)(b)	223,873	4,019
ACADIA Pharmaceuticals, Inc. (a)	107,652	3,750
Acorda Therapeutics, Inc. (a)	237,800	6,320
Advanced Accelerator Applications SA sponsored ADR (a)(b)	109,900	8,902
Agios Pharmaceuticals, Inc. (a)(b)	87,515	5,625
Amarin Corp. PLC ADR (a)(b)	278,200	946
AnaptysBio, Inc.	121,000	7,990
Ascendis Pharma A/S sponsored ADR (a)	189,306	6,433
Audentes Therapeutics, Inc. (a)	172,300	4,581
BioMarin Pharmaceutical, Inc. (a)	41,256	3,387
bluebird bio, Inc. (a)	61,728	8,586
Cellectis SA sponsored ADR (a)	117,600	4,117
Coherus BioSciences, Inc. (a)	147,300	1,657
Curis, Inc. (a)	1,510,448	2,387
CytomX Therapeutics, Inc. (a)	78,100	1,562
CytomX Therapeutics, Inc. (a)(c)	27,627	553
FibroGen, Inc. (a)	110,500	6,171
Five Prime Therapeutics, Inc. (a)	95,400	4,280
Heron Therapeutics, Inc. (a)	144,200	2,213
Insmed, Inc. (a)	232,765	6,287
Intercept Pharmaceuticals, Inc. (a)	27,988	1,725
Ionis Pharmaceuticals, Inc. (a)	76,128	4,348
La Jolla Pharmaceutical Co. (a)	167,600	5,759
Neurocrine Biosciences, Inc. (a)	118,260	7,345
Protagonist Therapeutics, Inc. (a)(b)	164,000	2,455
Sage Therapeutics, Inc. (a)	26,400	1,671
Sienna Biopharmaceuticals, Inc. (b)	37,784	741
Spark Therapeutics, Inc. (a)	81,100	6,561
TESARO, Inc. (a)	45,600	5,279
		125,650
Health Care Equipment & Supplies - 3.5%
Cantel Medical Corp.	140,200	13,751
Integra LifeSciences Holdings Corp. (a)	191,312	8,950
iRhythm Technologies, Inc.	136,800	6,970
Nanosonics Ltd. (a)	2,344,958	5,384
Orthofix International NV (a)	37,894	2,036
Steris PLC	82,900	7,737
Wright Medical Group NV (a)	409,857	10,742
		55,570
Health Care Providers & Services - 0.6%
G1 Therapeutics, Inc. (b)	193,300	4,568
Premier, Inc. (a)	151,300	4,943
		9,511
Life Sciences Tools & Services - 0.7%
ICON PLC (a)	93,400	11,102
Pharmaceuticals - 0.8%
Clearside Biomedical, Inc. (a)(b)	215,500	1,534
Innoviva, Inc. (a)	281,851	3,450
Prestige Brands Holdings, Inc. (a)	69,346	3,252
Theravance Biopharma, Inc. (a)(b)	171,578	4,952
		13,188

TOTAL HEALTH CARE		215,021

INDUSTRIALS - 16.0%
Aerospace & Defense - 1.6%
Moog, Inc. Class A (a)	157,007	13,779
Teledyne Technologies, Inc. (a)	64,865	11,024
		24,803
Air Freight & Logistics - 0.5%
Air Transport Services Group, Inc. (a)	344,918	8,347
Airlines - 0.4%
JetBlue Airways Corp. (a)	355,246	6,803
Building Products - 1.1%
Allegion PLC	80,055	6,676
GCP Applied Technologies, Inc. (a)	122,600	3,586
Simpson Manufacturing Co. Ltd.	128,293	7,151
		17,413
Commercial Services & Supplies - 2.1%
Deluxe Corp.	159,129	11,083
Interface, Inc.	446,930	10,190
Matthews International Corp. Class A	111,897	7,033
Multi-Color Corp.	57,200	4,730
		33,036
Construction & Engineering - 3.3%
Comfort Systems U.S.A., Inc.	258,344	11,445
EMCOR Group, Inc.	237,739	19,148
KBR, Inc.	582,472	11,434
Valmont Industries, Inc.	63,633	10,111
		52,138
Industrial Conglomerates - 0.8%
ITT, Inc.	263,837	12,305
Machinery - 2.3%
AGCO Corp.	103,462	7,094
Colfax Corp. (a)	112,400	4,688
John Bean Technologies Corp.	60,600	6,478
SPX Flow, Inc. (a)	212,209	8,749
Standex International Corp.	86,640	8,972
		35,981
Road & Rail - 0.7%
Landstar System, Inc.	102,100	10,082
Trading Companies & Distributors - 3.2%
Kaman Corp.	209,850	11,739
MRC Global, Inc. (a)	492,424	8,445
SiteOne Landscape Supply, Inc. (a)	115,800	7,354
Titan Machinery, Inc. (a)	363,125	5,407
Watsco, Inc.	54,969	9,156
WESCO International, Inc. (a)	137,954	8,712
		50,813

TOTAL INDUSTRIALS		251,721

INFORMATION TECHNOLOGY - 17.7%
Communications Equipment - 0.1%
CommScope Holding Co., Inc. (a)	33,300	1,070
Electronic Equipment & Components - 3.9%
Cardtronics PLC (a)	236,800	5,423
ePlus, Inc. (a)	125,852	12,031
Jabil, Inc.	217,079	6,139
Orbotech Ltd. (a)	173,412	7,755
Plexus Corp. (a)	172,200	10,578
Tech Data Corp. (a)	117,854	10,933
TTM Technologies, Inc. (a)	587,784	9,275
		62,134
Internet Software & Services - 2.2%
2U, Inc. (a)	195,400	12,433
Five9, Inc. (a)	227,270	5,734
j2 Global, Inc.	132,400	9,816
Web.com Group, Inc. (a)	273,160	6,583
		34,566
IT Services - 3.5%
Amdocs Ltd.	51,000	3,320
Blackhawk Network Holdings, Inc. (a)	196,071	6,657
EPAM Systems, Inc. (a)	133,498	12,168
Euronet Worldwide, Inc. (a)	105,187	10,165
ExlService Holdings, Inc. (a)	169,091	10,555
Maximus, Inc.	176,500	11,725
		54,590
Semiconductors & Semiconductor Equipment - 4.2%
Diodes, Inc. (a)	317,800	10,913
Entegris, Inc.	391,300	12,815
Integrated Device Technology, Inc. (a)	433,000	13,453
Nanometrics, Inc. (a)	247,201	6,988
ON Semiconductor Corp. (a)	452,400	9,645
Semtech Corp. (a)	301,400	12,372
		66,186
Software - 3.8%
Aspen Technology, Inc. (a)	188,300	12,149
Paycom Software, Inc. (a)(b)	134,500	11,056
Pegasystems, Inc.	165,719	9,661
RealPage, Inc. (a)	275,500	11,929
RingCentral, Inc. (a)	362,700	15,288
		60,083

TOTAL INFORMATION TECHNOLOGY		278,629

MATERIALS - 3.6%
Chemicals - 1.9%
Chase Corp.	82,936	9,849
Innospec, Inc.	153,099	9,469
Trinseo SA	93,131	6,612
Tronox Ltd. Class A	168,600	4,463
		30,393
Containers & Packaging - 1.1%
Berry Global Group, Inc. (a)	113,940	6,774
Owens-Illinois, Inc. (a)	203,100	4,852
Sonoco Products Co.	106,441	5,513
		17,139
Metals & Mining - 0.6%
B2Gold Corp. (a)	1,378,657	3,505
Steel Dynamics, Inc.	172,400	6,415
		9,920

TOTAL MATERIALS		57,452

REAL ESTATE - 7.0%
Equity Real Estate Investment Trusts (REITs) - 6.4%
CareTrust (REIT), Inc.	488,800	9,238
CoreSite Realty Corp.	99,597	11,030
Corporate Office Properties Trust (SBI)	278,200	8,883
Equity Lifestyle Properties, Inc.	129,900	11,494
Four Corners Property Trust, Inc.	437,013	10,785
Healthcare Realty Trust, Inc.	355,006	11,445
Mid-America Apartment Communities, Inc.	53,284	5,454
Potlatch Corp.	224,800	11,645
Store Capital Corp.	365,915	9,034
Terreno Realty Corp.	351,100	12,892
		101,900
Real Estate Management & Development - 0.6%
Realogy Holdings Corp.	283,980	9,181

TOTAL REAL ESTATE		111,081

TELECOMMUNICATION SERVICES - 0.3%
Diversified Telecommunication Services - 0.3%
Cogent Communications Group, Inc.	74,000	3,989
UTILITIES - 3.4%
Electric Utilities - 1.6%
El Paso Electric Co.	113,620	6,533
IDACORP, Inc.	111,400	10,252
Portland General Electric Co.	154,268	7,365
		24,150
Gas Utilities - 1.8%
Atmos Energy Corp.	48,038	4,191
New Jersey Resources Corp.	107,200	4,765
South Jersey Industries, Inc.	107,400	3,648
Southwest Gas Holdings, Inc.	109,000	8,981
Spire, Inc.	90,900	7,177
		28,762

TOTAL UTILITIES		52,912

TOTAL COMMON STOCKS
(Cost $1,237,867)		1,550,382
	Principal Amount (000s)	Value (000s)

U.S. Treasury Obligations - 0.0%
U.S. Treasury Bills, yield at date of purchase 1.01% to 1.07% 11/2/17 to 1/11/18 (d)
(Cost $389)	390	389
	Shares	Value (000s)

Money Market Funds - 4.4%
Fidelity Cash Central Fund, 1.10% (e)	32,194,803	$32,201
Fidelity Securities Lending Cash Central Fund 1.11% (e)(f)	36,660,766	36,664
TOTAL MONEY MARKET FUNDS
(Cost $68,861)		68,865
TOTAL INVESTMENT IN SECURITIES - 102.7%
(Cost $1,307,117)		1,619,636
NET OTHER ASSETS (LIABILITIES) - (2.7)%		(42,861)
NET ASSETS - 100%		$1,576,775

Legend

(a) Non-income producing

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

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $160,000.

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

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	$301
Fidelity Securities Lending Cash Central Fund	194
Total	$495

Investment Valuation

	Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
(Amounts in thousands)
Investments in Securities:
Equities:
Consumer Discretionary	$174,180	$174,180	$--	$--
Consumer Staples	37,718	37,718	--	--
Energy	65,278	65,278	--	--
Financials	302,401	302,401	--	--
Health Care	215,021	215,021	--	--
Industrials	251,721	251,721	--	--
Information Technology	278,629	278,629	--	--
Materials	57,452	57,452	--	--
Real Estate	111,081	111,081	--	--
Telecommunication Services	3,989	3,989	--	--
Utilities	52,912	52,912	--	--
U.S. Government and Government Agency Obligations	389	--	389	--
Money Market Funds	68,865	68,865	--	--
Total Investments in Securities:	$1,619,636	$1,619,247	$389	$--

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

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)		October 31, 2017
Assets
Investment in securities, at value (including securities loaned of $36,234) — See accompanying schedule: Unaffiliated issuers (cost $1,238,256)	$1,550,771
Fidelity Central Funds (cost $68,861)	68,865
Total Investment in Securities (cost $1,307,117)		$1,619,636
Cash		27
Receivable for investments sold		5,808
Receivable for fund shares sold		812
Dividends receivable		160
Distributions receivable from Fidelity Central Funds		60
Receivable for daily variation margin on futures contracts		18
Prepaid expenses		3
Other receivables		44
Total assets		1,626,568
Liabilities
Payable for investments purchased	$6,430
Payable for fund shares redeemed	5,659
Accrued management fee	705
Distribution and service plan fees payable	8
Other affiliated payables	276
Other payables and accrued expenses	53
Collateral on securities loaned	36,662
Total liabilities		49,793
Net Assets		$1,576,775
Net Assets consist of:
Paid in capital		$1,118,019
Undistributed net investment income		820
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		145,416
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		312,520
Net Assets		$1,576,775
Calculation of Maximum Offering Price
Class A:
Net Asset Value and redemption price per share ($14,065 ÷ 499.478 shares)		$28.16
Maximum offering price per share (100/94.25 of $28.16)		$29.88
Class M:
Net Asset Value and redemption price per share ($3,157 ÷ 114.840 shares)		$27.49
Maximum offering price per share (100/96.50 of $27.49)		$28.49
Class C:
Net Asset Value and offering price per share ($4,584 ÷ 174.946 shares)^(a)		$26.20
Stock Selector Small Cap:
Net Asset Value, offering price and redemption price per share ($1,511,263 ÷ 52,644.383 shares)		$28.71
Class I:
Net Asset Value, offering price and redemption price per share ($43,051 ÷ 1,495.791 shares)		$28.78
Class Z:
Net Asset Value, offering price and redemption price per share ($655 ÷ 22.737 shares)		$28.81

(a) Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Statement of Operations

Amounts in thousands		Year ended October 31, 2017
Investment Income
Dividends		$15,729
Interest		3
Income from Fidelity Central Funds		495
Total income		16,227
Expenses
Management fee
Basic fee	$9,161
Performance adjustment	(1,207)
Transfer agent fees	2,857
Distribution and service plan fees	94
Accounting and security lending fees	486
Custodian fees and expenses	64
Independent trustees' fees and expenses	6
Registration fees	114
Audit	65
Legal	7
Miscellaneous	12
Total expenses before reductions	11,659
Expense reductions	(121)	11,538
Net investment income (loss)		4,689
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	159,235
Fidelity Central Funds	6
Foreign currency transactions	23
Futures contracts	424
Total net realized gain (loss)		159,688
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers	136,247
Fidelity Central Funds	(10)
Assets and liabilities in foreign currencies	3
Futures contracts	49
Total change in net unrealized appreciation (depreciation)		136,289
Net gain (loss)		295,977
Net increase (decrease) in net assets resulting from operations		$300,666

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

Statement of Changes in Net Assets

Amounts in thousands	Year ended October 31, 2017	Year ended October 31, 2016
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$4,689	$6,798
Net realized gain (loss)	159,688	19,298
Change in net unrealized appreciation (depreciation)	136,289	9,316
Net increase (decrease) in net assets resulting from operations	300,666	35,412
Distributions to shareholders from net investment income	(7,120)	(6,157)
Distributions to shareholders from net realized gain	(17,708)	(88,057)
Total distributions	(24,828)	(94,214)
Share transactions - net increase (decrease)	(119,619)	41,751
Redemption fees	78	179
Total increase (decrease) in net assets	156,297	(16,872)
Net Assets
Beginning of period	1,420,478	1,437,350
End of period	$1,576,775	$1,420,478
Other Information
Undistributed net investment income end of period	$820	$4,434

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

Financial Highlights

Fidelity Stock Selector Small Cap Fund Class A

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$23.48	$24.48	$25.76	$25.32	$19.40
Income from Investment Operations
Net investment income (loss)^A	–^B	.05	.06	.01	(.02)
Net realized and unrealized gain (loss)	5.05	.52	.96	1.68	5.98
Total from investment operations	5.05	.57	1.02	1.69	5.96
Distributions from net investment income	(.07)	(.05)	(.03)	–^B	(.04)
Distributions from net realized gain	(.30)	(1.52)	(2.27)	(1.25)	(.01)
Total distributions	(.37)	(1.57)	(2.30)	(1.25)	(.04)^C
Redemption fees added to paid in capital^A,^B	–	–	–	–	–
Net asset value, end of period	$28.16	$23.48	$24.48	$25.76	$25.32
Total Return^D,^E	21.62%	2.30%	4.19%	6.83%	30.81%
Ratios to Average Net Assets^F,^G
Expenses before reductions	1.05%	1.16%	1.01%	.99%	1.22%
Expenses net of fee waivers, if any	1.04%	1.16%	1.01%	.99%	1.22%
Expenses net of all reductions	1.04%	1.15%	1.00%	.99%	1.20%
Net investment income (loss)	.02%	.22%	.24%	.06%	(.09)%
Supplemental Data
Net assets, end of period (in millions)	$14	$12	$11	$10	$8
Portfolio turnover rate^H	62%	57%	48%	73%	79%

^A Calculated based on average shares outstanding during the period.

^B Amount represents less than $.005 per share.

^C Total distributions of $.04 per share is comprised of distributions from net investment income of $.037 and distributions from net realized gain of $.007 per share.

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

^E Total returns do not include the effect of the sales charges.

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

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

Fidelity Stock Selector Small Cap Fund Class M

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$22.95	$24.00	$25.30	$24.97	$19.15
Income from Investment Operations
Net investment income (loss)^A	(.08)	(.03)	(.03)	(.07)	(.08)
Net realized and unrealized gain (loss)	4.92	.50	.97	1.65	5.90
Total from investment operations	4.84	.47	.94	1.58	5.82
Distributions from net investment income	–	–	–	–	–
Distributions from net realized gain	(.30)	(1.52)	(2.24)	(1.25)	–
Total distributions	(.30)	(1.52)	(2.24)	(1.25)	–
Redemption fees added to paid in capital^A,^B	–	–	–	–	–
Net asset value, end of period	$27.49	$22.95	$24.00	$25.30	$24.97
Total Return^C,^D	21.20%	1.89%	3.90%	6.46%	30.39%
Ratios to Average Net Assets^E,^F
Expenses before reductions	1.39%	1.51%	1.35%	1.32%	1.51%
Expenses net of fee waivers, if any	1.39%	1.51%	1.35%	1.32%	1.51%
Expenses net of all reductions	1.39%	1.50%	1.34%	1.31%	1.49%
Net investment income (loss)	(.33)%	(.13)%	(.10)%	(.27)%	(.38)%
Supplemental Data
Net assets, end of period (in millions)	$3	$3	$3	$3	$2
Portfolio turnover rate^G	62%	57%	48%	73%	79%

^A Calculated based on average shares outstanding during the period.

^B Amount represents less than $.005 per share.

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

^D Total returns do not include the effect of the sales charges.

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

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

Fidelity Stock Selector Small Cap Fund Class C

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$21.99	$23.16	$24.49	$24.32	$18.73
Income from Investment Operations
Net investment income (loss)^A	(.20)	(.13)	(.14)	(.18)	(.19)
Net realized and unrealized gain (loss)	4.71	.48	.93	1.60	5.78
Total from investment operations	4.51	.35	.79	1.42	5.59
Distributions from net investment income	–	–	–	–	–
Distributions from net realized gain	(.30)	(1.52)	(2.12)	(1.25)	–
Total distributions	(.30)	(1.52)	(2.12)	(1.25)	–
Redemption fees added to paid in capital^A,^B	–	–	–	–	–
Net asset value, end of period	$26.20	$21.99	$23.16	$24.49	$24.32
Total Return^C,^D	20.62%	1.41%	3.36%	5.95%	29.85%
Ratios to Average Net Assets^E,^F
Expenses before reductions	1.87%	1.98%	1.84%	1.79%	1.98%
Expenses net of fee waivers, if any	1.87%	1.98%	1.84%	1.79%	1.98%
Expenses net of all reductions	1.86%	1.97%	1.83%	1.79%	1.96%
Net investment income (loss)	(.81)%	(.60)%	(.59)%	(.74)%	(.85)%
Supplemental Data
Net assets, end of period (in millions)	$5	$3	$4	$4	$3
Portfolio turnover rate^G	62%	57%	48%	73%	79%

^A Calculated based on average shares outstanding during the period.

^B Amount represents less than $.005 per share.

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

^D Total returns do not include the effect of the contingent deferred sales charge.

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

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

Fidelity Stock Selector Small Cap Fund

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$23.91	$24.89	$26.15	$25.64	$19.65
Income from Investment Operations
Net investment income (loss)^A	.08	.11	.12	.08	.04
Net realized and unrealized gain (loss)	5.15	.54	.98	1.70	6.06
Total from investment operations	5.23	.65	1.10	1.78	6.10
Distributions from net investment income	(.12)	(.11)	(.09)	(.01)^B	(.10)
Distributions from net realized gain	(.30)	(1.52)	(2.27)	(1.26)^B	(.01)
Total distributions	(.43)^C	(1.63)	(2.36)	(1.27)	(.11)
Redemption fees added to paid in capital^A,^D	–	–	–	–	–
Net asset value, end of period	$28.71	$23.91	$24.89	$26.15	$25.64
Total Return^E	22.00%	2.57%	4.46%	7.08%	31.20%
Ratios to Average Net Assets^F,^G
Expenses before reductions	.75%	.89%	.77%	.73%	.94%
Expenses net of fee waivers, if any	.75%	.89%	.77%	.73%	.93%
Expenses net of all reductions	.74%	.88%	.76%	.72%	.91%
Net investment income (loss)	.31%	.49%	.48%	.32%	.20%
Supplemental Data
Net assets, end of period (in millions)	$1,511	$1,359	$1,372	$1,406	$1,487
Portfolio turnover rate^H	62%	57%	48%	73%	79%

^A Calculated based on average shares outstanding during the period.

^B The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

^C Total distributions of $.43 per share is comprised of distributions from net investment income of $.123 and distributions from net realized gain of $.303 per share.

^D Amount represents less than $.005 per share.

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

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

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

Fidelity Stock Selector Small Cap Fund Class I

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$23.97	$24.96	$26.21	$25.69	$19.72
Income from Investment Operations
Net investment income (loss)^A	.08	.12	.13	.09	.05
Net realized and unrealized gain (loss)	5.15	.53	.99	1.70	6.06
Total from investment operations	5.23	.65	1.12	1.79	6.11
Distributions from net investment income	(.12)	(.12)	(.10)	(.01)^B	(.14)
Distributions from net realized gain	(.30)	(1.52)	(2.27)	(1.26)^B	(.01)
Total distributions	(.42)	(1.64)	(2.37)	(1.27)	(.14)^C
Redemption fees added to paid in capital^A,^D	–	–	–	–	–
Net asset value, end of period	$28.78	$23.97	$24.96	$26.21	$25.69
Total Return^E	21.97%	2.55%	4.52%	7.11%	31.22%
Ratios to Average Net Assets^F,^G
Expenses before reductions	.75%	.87%	.74%	.70%	.91%
Expenses net of fee waivers, if any	.75%	.87%	.73%	.70%	.91%
Expenses net of all reductions	.75%	.87%	.73%	.70%	.89%
Net investment income (loss)	.31%	.50%	.51%	.35%	.22%
Supplemental Data
Net assets, end of period (in millions)	$43	$43	$46	$51	$56
Portfolio turnover rate^H	62%	57%	48%	73%	79%

^A Calculated based on average shares outstanding during the period.

^B The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

^C Total distributions of $.14 per share is comprised of distributions from net investment income of $.136 and distributions from net realized gain of $.007 per share.

^D Amount represents less than $.005 per share.

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

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

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

Fidelity Stock Selector Small Cap Fund Class Z

Years ended October 31,	2017 ^A
Selected Per–Share Data
Net asset value, beginning of period	$26.36
Income from Investment Operations
Net investment income (loss)^B	.07
Net realized and unrealized gain (loss)	2.38
Total from investment operations	2.45
Distributions from net investment income	–
Distributions from net realized gain	–
Total distributions	–
Redemption fees added to paid in capital^B,^C	–
Net asset value, end of period	$28.81
Total Return^D,^E	9.29%
Ratios to Average Net Assets^F,^G
Expenses before reductions	.62%^H
Expenses net of fee waivers, if any	.61%^H
Expenses net of all reductions	.61%^H
Net investment income (loss)	.34%^H
Supplemental Data
Net assets, end of period (in millions)	$1
Portfolio turnover rate^I	62%

^A For the period February 1, 2017 (commencement of sale of shares) to October 31, 2017.

^B Calculated based on average shares outstanding during the period.

^C Amount represents less than $.005 per share.

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

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

^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. 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.

^H Annualized

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

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

Notes to Financial Statements

For the period ended October 31, 2017
(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

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:

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation	$352,241
Gross unrealized depreciation	(39,592)
Net unrealized appreciation (depreciation)	$312,649
Tax Cost	$1,306,987

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$1,669
Undistributed long-term capital gain	$145,287
Net unrealized appreciation (depreciation) on securities and other investments	$311,801

The tax character of distributions paid was as follows:

	October 31, 2017	October 31, 2016
Ordinary Income	$7,120	$ 6,157
Long-term Capital Gains	17,708	88,057
Total	$24,828	$ 94,214

4. Derivative Instruments.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $928,775 and $1,061,558, respectively.

6. Fees and Other Transactions with Affiliates.

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$34	$1
Class M	.25%	.25%	15	–^(a)
Class C	.75%	.25%	45	6
			$94	$7

(a) In the amount of less than five hundred dollars.

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$5
Class M	1
Class C^(a)	1
	$7

(a) When Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

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

	Amount	% of Class-Level Average Net Assets
Class A	$31	.23
Class M	10	.33
Class C	14	.30
Stock Selector Small Cap	2,719	.18
Class I	83	.19
Class Z	–^(a)	.05^(b)
	$2,857

(a) In the amount of less than five-hundred dollars

(b) Annualized

7. Committed Line of Credit.

8. Security Lending.

9. Expense Reductions.

	Reimbursement
Class A	–^(a)
Class M	–^(a)
Class C	–^(a)
Stock Selector Small Cap	16
Class I	1
	$17

(a) In the amount of less than five-hundred dollars

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $14.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Year ended October 31, 2017	Year ended October 31, 2016
From net investment income
Class A	$34	$25
Stock Selector Small Cap	6,885	5,925
Class I	201	207
Total	$7,120	$6,157
From net realized gain
Class A	$156	$712
Class M	34	181
Class B	–	10
Class C	55	261
Stock Selector Small Cap	16,959	84,153
Class I	504	2,740
Total	$17,708	$88,057

11. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

	Shares	Shares	Dollars	Dollars
	Year ended October 31, 2017	Year ended October 31, 2016	Year ended October 31, 2017	Year ended October 31, 2016
Class A
Shares sold	118	61	$3,090	$1,389
Reinvestment of distributions	7	30	186	721
Shares redeemed	(125)	(59)	(3,277)	(1,344)
Net increase (decrease)	–	32	$(1)	$766
Class M
Shares sold	46	14	$1,150	$306
Reinvestment of distributions	1	8	33	178
Shares redeemed	(47)	(25)	(1,187)	(554)
Net increase (decrease)	–	(3)	$(4)	$(70)
Class B
Shares sold	–	–^(a)	$–	$1
Reinvestment of distributions	–	–^(a)	–	10
Shares redeemed	–	(7)	–	(164)
Net increase (decrease)	–	(7)	$–	$(153)
Class C
Shares sold	80	45	$1,940	$965
Reinvestment of distributions	2	11	53	248
Shares redeemed	(65)	(69)	(1,593)	(1,458)
Net increase (decrease)	17	(13)	$400	$(245)
Stock Selector Small Cap
Shares sold	6,895	9,805	$183,697	$225,506
Reinvestment of distributions	876	3,668	23,306	88,117
Shares redeemed	(11,988)	(11,744)	(319,370)	(270,444)
Net increase (decrease)	(4,217)	1,729	$(112,367)	$43,179
Class I
Shares sold	214	274	$5,746	$6,249
Reinvestment of distributions	26	122	702	2,937
Shares redeemed	(549)	(454)	(14,715)	(10,912)
Net increase (decrease)	(309)	(58)	$(8,267)	$(1,726)
Class Z^(b)
Shares sold	26	–	$706	$–
Shares redeemed	(3)	–	(86)	–
Net increase (decrease)	23	–	$620	$–

(a) In the amount of less than five hundred shares.

(b) Share transactions for Class Z are for the period February 1, 2017 (commencement of sale of shares) to October 31, 2017.

12. Other.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and Shareholders of Fidelity Stock Selector Small Cap Fund:

DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 15, 2017

Trustees and Officers

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for a Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

* Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR.

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Advisory Board Members and Officers:

Correspondence intended for an officer or Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

Thomas C. Hense (1964)

Year of Election or Appointment: 2008, 2010, or 2015

Vice President

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello is an employee of Fidelity Investments (1995-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2017 to October 31, 2017).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio-^A	Beginning Account Value May 1, 2017	Ending Account Value October 31, 2017	Expenses Paid During Period-^B May 1, 2017 to October 31, 2017
Class A	1.02%
Actual		$1,000.00	$1,067.50	$5.32
Hypothetical-^C		$1,000.00	$1,020.06	$5.19
Class M	1.37%
Actual		$1,000.00	$1,065.50	$7.13
Hypothetical-^C		$1,000.00	$1,018.30	$6.97
Class C	1.84%
Actual		$1,000.00	$1,062.90	$9.57
Hypothetical-^C		$1,000.00	$1,015.93	$9.35
Stock Selector Small Cap	.72%
Actual		$1,000.00	$1,069.30	$3.76
Hypothetical-^C		$1,000.00	$1,021.58	$3.67
Class I	.72%
Actual		$1,000.00	$1,069.10	$3.75
Hypothetical-^C		$1,000.00	$1,021.58	$3.67
Class Z	.62%
Actual		$1,000.00	$1,069.80	$3.23
Hypothetical-^C		$1,000.00	$1,022.08	$3.16

^A Annualized expense ratio reflects expenses net of applicable fee waivers.

^B 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).

^C 5% return per year before expenses

Distributions (Unaudited)

	Pay Date	Record Date	Dividends	Capital Gains
Fidelity Stock Selector Small Cap Fund
Class A	12/11/17	12/08/17	$0.034	$2.651
Class M	12/11/17	12/08/17	$0.000	$2.651
Class C	12/11/17	12/08/17	$0.000	$2.651
Class I	12/11/17	12/08/17	$0.109	$2.651
Class Z	12/11/17	12/08/17	$0.159	$2.651
Stock Selector Small Cap	12/11/17	12/08/17	$0.113	$2.651

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Stock Selector Small Cap Fund

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should continue to benefit the shareholders of the fund.

Fidelity Stock Selector Small Cap Fund

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Fidelity Investments

ASCS-ANN-1217
1.843151.110

Fidelity Flex℠ Funds

Fidelity Flex℠ Small Cap Fund

Annual Report

October 31, 2017

Contents

Performance
Management's Discussion of Fund Performance
Investment Summary
Investments
Financial Statements
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
Trustees and Officers
Shareholder Expense Example
Board Approval of Investment Advisory Contracts and Management Fees

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.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Performance: The Bottom Line

Average annual total returns for Fidelity Flex℠ Small Cap Fund will be reported once the fund is a year old.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Flex℠ Small Cap Fund on March 7, 2017, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Index performed over the same period.

	Period Ending Values
	$10,760	Fidelity Flex℠ Small Cap Fund
	$11,025	Russell 2000® Index

Management's Discussion of Fund Performance

Comments from Lead Portfolio Manager Richard Thompson: From inception on March 7, 2017, through October 31, 2017, the fund gained 7.60%, lagging the 10.25% return of the benchmark Russell 2000^® Index. Versus the benchmark, stock selection was the primary detractor, especially in health care and financials. Our position in non-bank ATM operator Cardtronics was the fund’s biggest individual detractor. The company reduced its earnings estimates, which were hampered by lower interchange fees in Australia (a primary market) and concerns about a slowdown in earnings growth as one of Cardtronics’ largest customers winds down its contract with the company. Elsewhere, a non-benchmark stake in oil and natural gas drilling operator Nabors Industries also hurt, as the firm reported poor operational performance and a less-bullish land-drilling outlook in the U.S. On the positive side, stock picking in consumer discretionary helped our relative result most, led by a non-benchmark stake in CalAtlantic Group. Shares of this homebuilder soared in late October on news it agreed to merge with Lennar.

Note to Shareholders: On August 25, 2017, Clint Lawrence became a Co-Manager of the fund, joining Co-Manager Patrick Venanzi and Lead Manager Richard Thompson. Eirene Kontopoulos, Morgen Peck and Shadman Riaz are no longer managers on the fund.

Investment Summary (Unaudited)

Top Ten Stocks as of October 31, 2017

	% of fund's net assets	% of fund's net assets 6 months ago
First Citizen Bancshares, Inc.	2.0	0.0
Moog, Inc. Class A	1.9	0.7
First American Financial Corp.	1.7	0.0
CalAtlantic Group, Inc.	1.7	0.0
Store Capital Corp.	1.7	0.6
2U, Inc.	1.7	0.0
CVB Financial Corp.	1.6	0.0
LGI Homes, Inc.	1.5	0.0
Enstar Group Ltd.	1.5	0.0
ProAssurance Corp.	1.5	0.5
	16.8

Top Five Market Sectors as of October 31, 2017

	% of fund's net assets	% of fund's net assets 6 months ago
Financials	19.4	19.0
Information Technology	18.1	17.1
Industrials	17.8	15.2
Consumer Discretionary	13.4	12.0
Health Care	9.1	11.9

Asset Allocation (% of fund's net assets)

As of October 31, 2017^*
	Stocks	93.0%
	Short-Term Investments and Net Other Assets (Liabilities)	7.0%

* Foreign investments – 8.0%

As of April 30, 2017^*
	Stocks	97.1%
	Short-Term Investments and Net Other Assets (Liabilities)	2.9%

* Foreign investments – 8.2%

Percentages shown as 0.0% may reflect amounts less than 0.05%.

Investments October 31, 2017

Showing Percentage of Net Assets

Common Stocks - 93.0%
	Shares	Value
CONSUMER DISCRETIONARY - 13.4%
Auto Components - 0.9%
Standard Motor Products, Inc.	105	$4,585
Diversified Consumer Services - 2.0%
Bright Horizons Family Solutions, Inc. (a)	11	949
Grand Canyon Education, Inc. (a)	59	5,281
Strayer Education, Inc.	51	4,780
		11,010
Hotels, Restaurants & Leisure - 3.1%
Boyd Gaming Corp.	60	1,754
Cedar Fair LP (depositary unit)	71	4,445
Churchill Downs, Inc.	8	1,668
Marriott Vacations Worldwide Corp.	11	1,448
U.S. Foods Holding Corp. (a)	70	1,910
Vail Resorts, Inc.	20	4,580
Wingstop, Inc.	32	1,084
		16,889
Household Durables - 5.3%
CalAtlantic Group, Inc.	186	9,177
Cavco Industries, Inc. (a)	23	3,609
LGI Homes, Inc. (a)	134	8,084
Meritage Homes Corp. (a)	126	6,136
SodaStream International Ltd. (a)	25	1,592
		28,598
Internet & Direct Marketing Retail - 0.2%
Gaia, Inc. Class A (a)	77	936
Media - 0.3%
Cinemark Holdings, Inc.	43	1,563
Multiline Retail - 0.2%
Ollie's Bargain Outlet Holdings, Inc. (a)	25	1,116
Specialty Retail - 1.0%
Aaron's, Inc. Class A	110	4,048
The Children's Place Retail Stores, Inc.	14	1,523
		5,571
Textiles, Apparel & Luxury Goods - 0.4%
Emerald Expositions Events, Inc.	47	1,095
PetIQ, Inc. Class A	42	1,011
		2,106

TOTAL CONSUMER DISCRETIONARY		72,374

CONSUMER STAPLES - 1.8%
Food & Staples Retailing - 0.3%
Performance Food Group Co. (a)	62	1,755
Food Products - 0.4%
Post Holdings, Inc. (a)	24	1,990
Household Products - 0.7%
Central Garden & Pet Co. (a)	34	1,298
Central Garden & Pet Co. Class A (non-vtg.) (a)	65	2,399
		3,697
Personal Products - 0.4%
Herbalife Ltd. (a)	29	2,106

TOTAL CONSUMER STAPLES		9,548

ENERGY - 2.1%
Energy Equipment & Services - 1.0%
ShawCor Ltd. Class A	240	5,201
Oil, Gas & Consumable Fuels - 1.1%
LINN Energy, Inc.	161	6,207

TOTAL ENERGY		11,408

FINANCIALS - 19.4%
Banks - 10.8%
Associated Banc-Corp.	201	5,085
Banner Corp.	96	5,503
BOK Financial Corp.	75	6,485
Cullen/Frost Bankers, Inc.	75	7,388
CVB Financial Corp.	367	8,757
First Citizen Bancshares, Inc.	27	10,936
Hilltop Holdings, Inc.	282	6,644
Prosperity Bancshares, Inc.	12	789
UMB Financial Corp.	89	6,544
		58,131
Capital Markets - 1.3%
Apollo Global Management LLC Class A	84	2,653
CBOE Holdings, Inc.	16	1,809
MSCI, Inc.	20	2,347
		6,809
Diversified Financial Services - 0.5%
Cotiviti Holdings, Inc. (a)	75	2,637
Insurance - 5.5%
Argo Group International Holdings, Ltd.	68	4,281
Enstar Group Ltd. (a)	35	7,973
First American Financial Corp.	175	9,524
ProAssurance Corp.	142	7,959
		29,737
Thrifts & Mortgage Finance - 1.3%
Essent Group Ltd. (a)	49	2,088
Meridian Bancorp, Inc. Maryland	89	1,753
Washington Federal, Inc.	93	3,236
		7,077

TOTAL FINANCIALS		104,391

HEALTH CARE - 9.1%
Biotechnology - 2.6%
Achaogen, Inc. (a)	42	534
Adamas Pharmaceuticals, Inc. (a)	23	567
Advanced Accelerator Applications SA sponsored ADR (a)	13	1,053
Alder Biopharmaceuticals, Inc. (a)	27	304
Amarin Corp. PLC ADR (a)	81	275
AnaptysBio, Inc.	30	1,981
Audentes Therapeutics, Inc. (a)	43	1,143
Coherus BioSciences, Inc. (a)	24	270
Curis, Inc. (a)	195	308
Epizyme, Inc. (a)	38	635
FibroGen, Inc. (a)	25	1,396
Ligand Pharmaceuticals, Inc. Class B (a)	8	1,163
Loxo Oncology, Inc. (a)	15	1,292
Madrigal Pharmaceuticals, Inc. (a)	12	600
Puma Biotechnology, Inc. (a)	5	637
TESARO, Inc. (a)	7	810
Ultragenyx Pharmaceutical, Inc. (a)	8	369
uniQure B.V. (a)	22	328
Zai Lab Ltd. ADR	2	54
		13,719
Health Care Equipment & Supplies - 2.1%
Cantel Medical Corp.	26	2,550
Inogen, Inc. (a)	11	1,088
Insulet Corp. (a)	35	2,058
iRhythm Technologies, Inc.	24	1,223
Novocure Ltd. (a)	117	2,527
Tactile Systems Technology, Inc. (a)	32	918
Wright Medical Group NV (a)	45	1,179
		11,543
Health Care Providers & Services - 1.2%
G1 Therapeutics, Inc.	40	945
LHC Group, Inc. (a)	18	1,203
OptiNose, Inc.	50	1,008
Premier, Inc. (a)	44	1,437
Tivity Health, Inc. (a)	40	1,850
		6,443
Health Care Technology - 0.9%
athenahealth, Inc. (a)	6	767
Cegedim SA (a)	50	1,945
Veeva Systems, Inc. Class A (a)	23	1,402
Vocera Communications, Inc. (a)	34	959
		5,073
Life Sciences Tools & Services - 0.7%
Accelerate Diagnostics, Inc. (a)	32	635
ICON PLC (a)	24	2,853
		3,488
Pharmaceuticals - 1.6%
Aclaris Therapeutics, Inc. (a)	47	1,185
Aerie Pharmaceuticals, Inc. (a)	21	1,297
Akcea Therapeutics, Inc.	45	824
Catalent, Inc. (a)	41	1,746
Innoviva, Inc. (a)	200	2,448
Intersect ENT, Inc. (a)	38	1,127
Zogenix, Inc. (a)	5	188
		8,815

TOTAL HEALTH CARE		49,081

INDUSTRIALS - 17.8%
Aerospace & Defense - 3.8%
BWX Technologies, Inc.	67	4,015
Elbit Systems Ltd.	6	892
HEICO Corp. Class A	36	2,740
Moog, Inc. Class A (a)	119	10,443
Teledyne Technologies, Inc. (a)	15	2,549
		20,639
Air Freight & Logistics - 0.3%
Atlas Air Worldwide Holdings, Inc. (a)	24	1,472
Airlines - 0.5%
SkyWest, Inc.	55	2,591
Building Products - 0.7%
A.O. Smith Corp.	38	2,250
Continental Building Products, Inc. (a)	52	1,388
		3,638
Commercial Services & Supplies - 0.9%
Copart, Inc. (a)	43	1,560
Healthcare Services Group, Inc.	23	1,216
Viad Corp.	36	2,090
		4,866
Construction & Engineering - 0.5%
EMCOR Group, Inc.	35	2,818
Electrical Equipment - 2.7%
AZZ, Inc.	37	1,769
Generac Holdings, Inc. (a)	38	1,979
Melrose Industries PLC	1,118	3,265
Regal Beloit Corp.	91	7,385
		14,398
Machinery - 3.9%
AGCO Corp.	22	1,509
Allison Transmission Holdings, Inc.	68	2,889
John Bean Technologies Corp.	16	1,710
Milacron Holdings Corp. (a)	137	2,459
Mueller Industries, Inc.	156	5,421
Oshkosh Corp.	22	2,014
WABCO Holdings, Inc. (a)	33	4,870
		20,872
Professional Services - 0.9%
CBIZ, Inc. (a)	71	1,203
Exponent, Inc.	18	1,329
On Assignment, Inc. (a)	40	2,449
		4,981
Road & Rail - 1.8%
Genesee & Wyoming, Inc. Class A (a)	93	6,676
Marten Transport Ltd.	52	1,022
Swift Transporation Co. (a)	45	1,865
		9,563
Trading Companies & Distributors - 1.8%
SiteOne Landscape Supply, Inc. (a)	60	3,811
Univar, Inc. (a)	58	1,726
WESCO International, Inc. (a)	67	4,231
		9,768

TOTAL INDUSTRIALS		95,606

INFORMATION TECHNOLOGY - 18.1%
Electronic Equipment & Components - 2.2%
Cardtronics PLC (a)	44	1,008
Dolby Laboratories, Inc. Class A	13	753
FLIR Systems, Inc.	52	2,435
Jabil, Inc.	48	1,357
Novanta, Inc. (a)	31	1,466
SYNNEX Corp.	37	4,991
		12,010
Internet Software & Services - 7.8%
2U, Inc. (a)	141	8,972
Alarm.com Holdings, Inc. (a)	18	840
Cimpress NV (a)	16	1,746
Five9, Inc. (a)	44	1,110
GoDaddy, Inc. (a)	55	2,569
Gogo, Inc. (a)	119	1,183
GrubHub, Inc. (a)	57	3,478
Instructure, Inc. (a)	49	1,705
j2 Global, Inc.	75	5,561
LogMeIn, Inc.	15	1,816
MINDBODY, Inc. (a)	76	2,451
Okta, Inc.	30	868
Quotient Technology, Inc. (a)	69	1,080
Stamps.com, Inc. (a)	29	6,508
The Trade Desk, Inc. (a)	19	1,252
Yext, Inc.	57	654
		41,793
IT Services - 3.3%
EPAM Systems, Inc. (a)	22	2,005
Euronet Worldwide, Inc. (a)	13	1,256
Leidos Holdings, Inc.	48	3,001
Presidio, Inc.	349	5,165
Science Applications International Corp.	89	6,527
		17,954
Semiconductors & Semiconductor Equipment - 2.4%
Cavium, Inc. (a)	16	1,104
Entegris, Inc.	120	3,930
Integrated Device Technology, Inc. (a)	82	2,548
Nanometrics, Inc. (a)	58	1,640
PDF Solutions, Inc. (a)	102	1,494
Semtech Corp. (a)	57	2,340
		13,056
Software - 1.9%
Everbridge, Inc. (a)	35	932
Paycom Software, Inc. (a)	25	2,055
Proofpoint, Inc. (a)	17	1,571
PROS Holdings, Inc. (a)	45	1,017
RingCentral, Inc. (a)	40	1,686
Take-Two Interactive Software, Inc. (a)	13	1,438
Workiva, Inc. (a)	66	1,475
		10,174
Technology Hardware, Storage & Peripherals - 0.5%
Super Micro Computer, Inc. (a)	128	2,547

TOTAL INFORMATION TECHNOLOGY		97,534

MATERIALS - 4.5%
Chemicals - 0.7%
The Chemours Co. LLC	70	3,963
Construction Materials - 0.9%
Eagle Materials, Inc.	23	2,428
Summit Materials, Inc.	71	2,229
		4,657
Containers & Packaging - 1.8%
Avery Dennison Corp.	16	1,699
Berry Global Group, Inc. (a)	21	1,248
Silgan Holdings, Inc.	224	6,552
		9,499
Metals & Mining - 0.9%
Compass Minerals International, Inc.	77	5,051
Paper & Forest Products - 0.2%
Neenah Paper, Inc.	11	955

TOTAL MATERIALS		24,125

REAL ESTATE - 4.6%
Equity Real Estate Investment Trusts (REITs) - 4.4%
CareTrust (REIT), Inc.	281	5,311
Hudson Pacific Properties, Inc.	35	1,184
Potlatch Corp.	6	311
Rexford Industrial Realty, Inc.	46	1,366
Sabra Health Care REIT, Inc.	242	4,821
Store Capital Corp.	367	9,061
Terreno Realty Corp.	40	1,469
		23,523
Real Estate Management & Development - 0.2%
Redfin Corp.	47	1,106

TOTAL REAL ESTATE		24,629

UTILITIES - 2.2%
Electric Utilities - 2.0%
El Paso Electric Co.	137	7,878
IDACORP, Inc.	30	2,761
		10,639
Independent Power and Renewable Electricity Producers - 0.2%
NRG Yield, Inc. Class C	34	632
Ormat Technologies, Inc.	11	714
		1,346

TOTAL UTILITIES		11,985

TOTAL COMMON STOCKS
(Cost $459,998)		500,681

Money Market Funds - 2.4%
Fidelity Cash Central Fund, 1.10% (b)
(Cost $12,777)	12,774	12,777
TOTAL INVESTMENT IN SECURITIES - 95.4%
(Cost $472,775)		513,458
NET OTHER ASSETS (LIABILITIES) - 4.6%		24,633
NET ASSETS - 100%		$538,091

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.

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	$88
Total	$88

Investment Valuation

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

Financial Statements

Statement of Assets and Liabilities

		October 31, 2017
Assets
Investment in securities, at value — See accompanying schedule: Unaffiliated issuers (cost $459,998)	$500,681
Fidelity Central Funds (cost $12,777)	12,777
Total Investment in Securities (cost $472,775)		$513,458
Cash		24,564
Receivable for investments sold		2,400
Dividends receivable		21
Distributions receivable from Fidelity Central Funds		13
Other receivables		9
Total assets		540,465
Liabilities
Payable for investments purchased	$2,374
Total liabilities		2,374
Net Assets		$538,091
Net Assets consist of:
Paid in capital		$500,001
Undistributed net investment income		3,459
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(6,052)
Net unrealized appreciation (depreciation) on investments		40,683
Net Assets, for 50,000 shares outstanding		$538,091
Net Asset Value, offering price and redemption price per share ($538,091 ÷ 50,000 shares)		$10.76

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

Statement of Operations

		For the period March 7, 2017 (commencement of operations) to October 31, 2017
Investment Income
Dividends		$3,507
Income from Fidelity Central Funds		88
Total income		3,595
Expenses
Independent trustees' fees and expenses	$1
Miscellaneous	1
Total expenses		2
Net investment income (loss)		3,593
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(6,202)
Foreign currency transactions	17
Total net realized gain (loss)		(6,185)
Change in net unrealized appreciation (depreciation) on investment securities		40,683
Net gain (loss)		34,498
Net increase (decrease) in net assets resulting from operations		$38,091

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

Statement of Changes in Net Assets

	For the period March 7, 2017 (commencement of operations) to October 31, 2017
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$3,593
Net realized gain (loss)	(6,185)
Change in net unrealized appreciation (depreciation)	40,683
Net increase (decrease) in net assets resulting from operations	38,091
Share transactions
Proceeds from sales of shares	500,000
Net increase (decrease) in net assets resulting from share transactions	500,000
Total increase (decrease) in net assets	538,091
Net Assets
Beginning of period	–
End of period	$538,091
Other Information
Undistributed net investment income end of period	$3,459
Shares
Sold	50,000
Net increase (decrease)	50,000

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

Financial Highlights

Fidelity Flex Small Cap Fund

Years ended October 31,	2017 ^A
Selected Per–Share Data
Net asset value, beginning of period	$10.00
Income from Investment Operations
Net investment income (loss)^B	.07
Net realized and unrealized gain (loss)	.69
Total from investment operations	.76
Net asset value, end of period	$10.76
Total Return^C	7.60%
Ratios to Average Net Assets^D,^E
Expenses before reductions^F,^G	-%
Expenses net of fee waivers, if any^F,^G	-%
Expenses net of all reductions^F,^G	-%
Net investment income (loss)^F	1.10%
Supplemental Data
Net assets, end of period (000 omitted)	$538
Portfolio turnover rate^H	249%^F

^A For the period March 7, 2017 (commencement of operations) to October 31, 2017.

^B Calculated based on average shares outstanding during the period.

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

^E Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the Fund 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 expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

^F Annualized

^G Amount represents less than .005%.

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

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

Notes to Financial Statements

For the period ended October 31, 2017

1. Organization.

Fidelity Flex Small Cap Fund (the Fund) is a fund of Fidelity Capital Trust (the Trust) and is authorized to issue an unlimited number of shares. Share transactions on the Statement of Changes in Net Assets may contain exchanges between affiliated funds. 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 is available only to certain fee-based accounts offered by Fidelity.

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, 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.

3. Significant Accounting Policies.

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fair Value Committee (the Committee) established by the Fund's investment adviser. In accordance with valuation policies and procedures approved by 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 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 reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

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:

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.

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 dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. 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.

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

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

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation	$44,495
Gross unrealized depreciation	(8,510)
Net unrealized appreciation (depreciation)	$35,985
Tax Cost	$477,473

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$3,459
Capital loss carryforward	$(1,354)
Net unrealized appreciation (depreciation) on securities and other investments	$35,985

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 fiscal period end and is subject to adjustment.

No expiration
Short-term	$(1,354)
Total capital loss carryforward	$(1,354)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,254,770 and $786,312, 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 and the Fund does not pay any fees for these services. Under the management contract, the investment adviser or an affiliate pays all other expenses of the Fund, excluding fees and expenses of the independent Trustees, and certain miscellaneous expenses such as proxy and shareholder meeting expenses.

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 $1 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Other.

At the end of the period, the investment adviser or its affiliates were the owners of record of 100% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and Shareholders of Fidelity Flex Small Cap Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Flex Small Cap Fund (the Fund), a fund of Fidelity Capital Trust, including the schedule of investments, as of October 31, 2017, and the related statement of operations, the statement of changes in net assets and the financial highlights for the period from March 7, 2017 (commencement of operations) to October 31, 2017. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit 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 and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2017, by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Flex Small Cap Fund as of October 31, 2017, and the results of its operations, the changes in its net assets and the financial highlights for the period from March 7, 2017 (commencement of operations) to October 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
December 14, 2017

Trustees and Officers

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-850-5092.

Interested Trustees*:

Correspondence intended for a Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

* Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR.

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Advisory Board Members and Officers:

Correspondence intended for an officer or Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

Thomas C. Hense (1964)

Year of Election or Appointment: 2008, 2010, or 2015

Vice President

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello is an employee of Fidelity Investments (1995-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Shareholder Expense Example

As a shareholder of a 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 Funds 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 (May 1, 2017 to October 31, 2017).

Actual Expenses

The first line of the accompanying table 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 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 provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's 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.

	Annualized Expense Ratio-^A	Beginning Account Value May 1, 2017	Ending Account Value October 31, 2017	Expenses Paid During Period-^B May 1, 2017 to October 31, 2017
Actual	- %-^C	$1,000.00	$1,073.90	$-
Hypothetical-^D		$1,000.00	$1,025.21	$-

^A Annualized expense ratio reflects expenses net of applicable fee waivers.

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

^C Amount represents less than .005%.

^D 5% return per year before expenses

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Flex Small Cap Fund

On January 18, 2017, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements with affiliates of FMR (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting,training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board considered that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading, risk management, compliance, and technology and operationscapabilities and resources, which are integral parts of the investment management process.

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of advisory, administrative, and shareholder services to be performed by FMR, the sub-advisers (together with FMR, the Investment Advisers), and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund. The Board also considered the nature and extent of the supervision of third party service providers, principally custodians, subcustodians, and pricing vendors.

Investment Performance. The fund is a new fund and therefore had no historical performance for the Board to review at the time it approved the fund's Advisory Contracts. The Board considered the Investment Advisers' strength in fundamental, research-driven security selection, which the Board is familiar with through its supervision of other Fidelity funds.

Based on its review, the Board concluded that the nature, extent, and quality of services to be provided to the fund under the Advisory Contracts should benefit the shareholders of the fund.

Competitiveness of Management Fee and Total Expense Ratio ..The Board noted that the fund is available exclusively to retirement plans offered through certain Fidelity fee-based programs. The Board considered that while the fund does not pay a management fee, FMR is indirectly compensated for its services out of the program fee. The Board noted that FMR pays all operating expenses, with certain limited exceptions, on behalf of the fund. Based on its review, the Board concluded that the fund's management fee and projected total expense ratio were reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Costs of the Services and Profitability. The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contracts. In connection with its future renewal of the fund's Advisory Contracts, the Board will consider the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

Economies of Scale. The Board will consider economies of scale when there is operating experience to permit assessment thereof. It noted, however, that because the fund pays no advisory fees and FMR bears most expenses of the fund, economies of scale cannot be realized by the fund.

Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

ZSC-ANN-1217
1.9881583.100

Fidelity® Focused Stock Fund

Annual Report

October 31, 2017

Contents

Performance
Management's Discussion of Fund Performance
Investment Summary
Investments
Financial Statements
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
Trustees and Officers
Shareholder Expense Example
Distributions
Board Approval of Investment Advisory Contracts and Management Fees

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.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Performance: The Bottom Line

Average Annual Total Returns

For the periods ended October 31, 2017	Past 1 year	Past 5 years	Past 10 years
Fidelity® Focused Stock Fund	27.37%	14.61%	8.44%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Focused Stock Fund on October 31, 2007.

The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

	Period Ending Values
	$22,482	Fidelity® Focused Stock Fund
	$20,638	S&P 500® Index

Management's Discussion of Fund Performance

Comments from Portfolio Manager Stephen DuFour: For the fiscal year, the fund gained 27.37%, outpacing the benchmark S&P 500^® index. Versus the benchmark, the biggest contributors by a wide margin were security selection and a sizable overweighting in the top-performing information technology sector, particularly the software & services segment. Picks in consumer discretionary also had a notably positive impact. Our top individual relative contributor was payment processor PayPal Holdings. The fund’s shares rose roughly 73% the past year, helped by an increase in the number of retailers accepting payments through the PayPal system, general growth in online purchases, and a strong outlook for Venmo, PayPal’s peer-to-peer, mobile-based payment application. Another "winner" from tech was Adobe Systems, a leader in desktop publishing software and the fund’s largest holding. Adobe's stock returned 63% this period, helped by the recurring revenue generated by its subscription model and by growing demand for its products. By contrast, stock picks in health care and materials detracted most from relative performance. Individual disappointments included Intercept Pharmaceuticals, a non-benchmark position that saw its stock plunge when its only drug, a product in late-stage trial for a certain liver disease, was linked to the deaths of 19 patients with a different type of liver disease.

Investment Summary (Unaudited)

Top Ten Stocks as of October 31, 2017

	% of fund's net assets	% of fund's net assets 6 months ago
Adobe Systems, Inc.	5.9	5.1
Caterpillar, Inc.	5.1	2.6
CBOE Holdings, Inc.	4.9	3.1
adidas AG	4.9	5.3
PayPal Holdings, Inc.	4.9	2.9
Intuit, Inc.	4.4	0.0
S&P Global, Inc.	4.4	3.1
Microsoft Corp.	4.2	3.4
Alphabet, Inc. Class A	4.0	3.7
Boston Scientific Corp.	4.0	3.4
	46.7

Top Five Market Sectors as of October 31, 2017

	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	40.8	29.8
Financials	16.8	22.5
Health Care	13.0	14.1
Consumer Discretionary	10.4	10.9
Industrials	5.5	14.5

Asset Allocation (% of fund's net assets)

As of October 31, 2017^*
	Stocks	99.3%
	Short-Term Investments and Net Other Assets (Liabilities)	0.7%

* Foreign investments - 12.3%

As of April 30, 2017^*
	Stocks	99.3%
	Short-Term Investments and Net Other Assets (Liabilities)	0.7%

* Foreign investments - 16.0%

Percentages shown as 0.0% may reflect amounts less than 0.05%.

Investments October 31, 2017

Showing Percentage of Net Assets

Common Stocks - 99.3%
	Shares	Value
CONSUMER DISCRETIONARY - 10.4%
Hotels, Restaurants & Leisure - 1.3%
Marriott International, Inc. Class A	193,000	$23,059,640
Internet & Direct Marketing Retail - 4.2%
Amazon.com, Inc. (a)	35,300	39,016,384
JD.com, Inc. sponsored ADR (a)	390,000	14,632,800
Netflix, Inc. (a)	91,000	17,875,130
		71,524,314
Textiles, Apparel & Luxury Goods - 4.9%
adidas AG	377,800	84,077,347

TOTAL CONSUMER DISCRETIONARY		178,661,301

CONSUMER STAPLES - 4.9%
Food & Staples Retailing - 1.4%
Wal-Mart Stores, Inc.	275,000	24,010,250
Tobacco - 3.5%
British American Tobacco PLC sponsored ADR	925,000	59,570,000

TOTAL CONSUMER STAPLES		83,580,250

ENERGY - 2.6%
Oil, Gas & Consumable Fuels - 2.6%
Phillips 66 Co.	214,000	19,491,120
PrairieSky Royalty Ltd. (b)	960,900	25,577,324
		45,068,444
FINANCIALS - 16.8%
Banks - 2.7%
Bank of America Corp.	1,688,000	46,234,320
Capital Markets - 14.1%
Apollo Global Management LLC Class A	281,000	8,873,980
CBOE Holdings, Inc.	746,000	84,342,760
Charles Schwab Corp.	790,000	35,423,600
Morgan Stanley	211,000	10,550,000
MSCI, Inc.	236,800	27,790,848
S&P Global, Inc.	479,394	75,010,779
		241,991,967

TOTAL FINANCIALS		288,226,287

HEALTH CARE - 13.0%
Biotechnology - 3.5%
Amgen, Inc.	325,579	57,047,952
Intercept Pharmaceuticals, Inc. (a)(b)	57,279	3,530,105
		60,578,057
Health Care Equipment & Supplies - 4.0%
Boston Scientific Corp. (a)	2,435,200	68,526,528
Health Care Providers & Services - 5.5%
Humana, Inc.	178,000	45,452,300
UnitedHealth Group, Inc.	234,000	49,191,480
		94,643,780

TOTAL HEALTH CARE		223,748,365

INDUSTRIALS - 5.5%
Machinery - 5.5%
Caterpillar, Inc.	648,000	87,998,400
Cummins, Inc.	37,000	6,544,560
		94,542,960
INFORMATION TECHNOLOGY - 40.8%
Internet Software & Services - 8.4%
Alibaba Group Holding Ltd. sponsored ADR (a)	222,000	41,045,580
Alphabet, Inc. Class A (a)	67,600	69,833,504
Facebook, Inc. Class A (a)	191,700	34,517,502
		145,396,586
IT Services - 9.2%
PayPal Holdings, Inc. (a)	1,151,000	83,516,560
Square, Inc. (a)	1,532,100	56,978,799
Visa, Inc. Class A	158,000	17,376,840
		157,872,199
Semiconductors & Semiconductor Equipment - 1.2%
Broadcom Ltd.	48,000	12,667,680
NVIDIA Corp.	40,000	8,272,400
		20,940,080
Software - 18.5%
Activision Blizzard, Inc.	577,200	37,800,828
Adobe Systems, Inc. (a)	581,112	101,787,579
Electronic Arts, Inc. (a)	248,400	29,708,640
Intuit, Inc.	503,000	75,963,060
Microsoft Corp.	866,000	72,033,880
		317,293,987
Technology Hardware, Storage & Peripherals - 3.5%
Apple, Inc.	356,000	60,178,240

TOTAL INFORMATION TECHNOLOGY		701,681,092

MATERIALS - 5.3%
Chemicals - 3.4%
DowDuPont, Inc.	190,000	13,738,900
FMC Corp.	477,000	44,294,220
		58,033,120
Metals & Mining - 1.9%
First Quantum Minerals Ltd.	2,925,000	32,716,650

TOTAL MATERIALS		90,749,770

TOTAL COMMON STOCKS
(Cost $1,242,862,449)		1,706,258,469

Money Market Funds - 1.6%
Fidelity Cash Central Fund, 1.10% (c)	5,780,129	5,781,285
Fidelity Securities Lending Cash Central Fund 1.11% (c)(d)	21,822,142	21,824,324
TOTAL MONEY MARKET FUNDS
(Cost $27,605,609)		27,605,609
TOTAL INVESTMENT IN SECURITIES - 100.9%
(Cost $1,270,468,058)		1,733,864,078
NET OTHER ASSETS (LIABILITIES) - (0.9)%		(16,084,862)
NET ASSETS - 100%		$1,717,779,216

Legend

(a) Non-income producing

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

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

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	$101,548
Fidelity Securities Lending Cash Central Fund	679,910
Total	$781,458

Investment Valuation

The following is a summary of transfers between Level 1 and Level 2 for the period ended October 31, 2017. 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	$0
Level 2 to Level 1	$47,776,688

Other Information

Distribution of investments by country or territory of incorporation, as a percentage of Total Net Assets, is as follows (Unaudited):

United States of America	87.7%
Germany	4.9%
Canada	3.4%
Cayman Islands	3.3%
Others (Individually Less Than 1%)	0.7%
	100.0%

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

Financial Statements

Statement of Assets and Liabilities

		October 31, 2017
Assets
Investment in securities, at value (including securities loaned of $20,453,952) — See accompanying schedule: Unaffiliated issuers (cost $1,242,862,449)	$1,706,258,469
Fidelity Central Funds (cost $27,605,609)	27,605,609
Total Investment in Securities (cost $1,270,468,058)		$1,733,864,078
Receivable for investments sold		6,748,260
Receivable for fund shares sold		926,220
Dividends receivable		707,387
Distributions receivable from Fidelity Central Funds		19,998
Prepaid expenses		3,670
Other receivables		20,769
Total assets		1,742,290,382
Liabilities
Payable for investments purchased	$623,624
Payable for fund shares redeemed	1,070,105
Accrued management fee	680,578
Other affiliated payables	276,759
Other payables and accrued expenses	45,312
Collateral on securities loaned	21,814,788
Total liabilities		24,511,166
Net Assets		$1,717,779,216
Net Assets consist of:
Paid in capital		$1,164,126,887
Undistributed net investment income		6,253,127
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		83,999,074
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		463,400,128
Net Assets, for 73,160,397 shares outstanding		$1,717,779,216
Net Asset Value, offering price and redemption price per share ($1,717,779,216 ÷ 73,160,397 shares)		$23.48

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

Statement of Operations

		Year ended October 31, 2017
Investment Income
Dividends		$18,365,617
Income from Fidelity Central Funds		781,458
Total income		19,147,075
Expenses
Management fee
Basic fee	$8,656,521
Performance adjustment	(3,004,262)
Transfer agent fees	2,805,854
Accounting and security lending fees	501,671
Custodian fees and expenses	49,317
Independent trustees' fees and expenses	6,296
Registration fees	27,950
Audit	51,788
Legal	13,771
Miscellaneous	14,105
Total expenses before reductions	9,123,011
Expense reductions	(62,550)	9,060,461
Net investment income (loss)		10,086,614
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	114,385,963
Fidelity Central Funds	6,705
Foreign currency transactions	(23,023)
Total net realized gain (loss)		114,369,645
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers	262,444,736
Fidelity Central Funds	(5,145)
Assets and liabilities in foreign currencies	5,843
Total change in net unrealized appreciation (depreciation)		262,445,434
Net gain (loss)		376,815,079
Net increase (decrease) in net assets resulting from operations		$386,901,693

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

Statement of Changes in Net Assets

	Year ended October 31, 2017	Year ended October 31, 2016
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$10,086,614	$8,642,162
Net realized gain (loss)	114,369,645	2,599,018
Change in net unrealized appreciation (depreciation)	262,445,434	40,467,602
Net increase (decrease) in net assets resulting from operations	386,901,693	51,708,782
Distributions to shareholders from net investment income	(8,564,910)	(4,404,702)
Distributions to shareholders from net realized gain	(8,145,061)	(99,546,249)
Total distributions	(16,709,971)	(103,950,951)
Share transactions
Proceeds from sales of shares	76,989,324	79,249,821
Reinvestment of distributions	15,984,451	99,274,474
Cost of shares redeemed	(347,873,098)	(420,548,217)
Net increase (decrease) in net assets resulting from share transactions	(254,899,323)	(242,023,922)
Total increase (decrease) in net assets	115,292,399	(294,266,091)
Net Assets
Beginning of period	1,602,486,817	1,896,752,908
End of period	$1,717,779,216	$1,602,486,817
Other Information
Undistributed net investment income end of period	$6,253,127	$5,523,675
Shares
Sold	3,758,035	4,395,212
Issued in reinvestment of distributions	851,596	5,424,835
Redeemed	(17,461,631)	(23,222,221)
Net increase (decrease)	(12,852,000)	(13,402,174)

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

Financial Highlights

Fidelity Focused Stock Fund

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$18.63	$19.08	$20.74	$19.60	$15.63
Income from Investment Operations
Net investment income (loss)^A	.13	.09	.04	(.01)	(.02)
Net realized and unrealized gain (loss)	4.92	.52	.24	2.28	4.81
Total from investment operations	5.05	.61	.28	2.27	4.79
Distributions from net investment income	(.10)	(.05)	(.02)	–	(.03)
Distributions from net realized gain	(.10)	(1.02)	(1.92)	(1.13)	(.79)
Total distributions	(.20)	(1.06)^B	(1.94)	(1.13)	(.82)
Net asset value, end of period	$23.48	$18.63	$19.08	$20.74	$19.60
Total Return^C	27.37%	3.31%	1.33%	12.14%	32.25%
Ratios to Average Net Assets^D,^E
Expenses before reductions	.57%	.62%	.73%	.78%	.91%
Expenses net of fee waivers, if any	.57%	.62%	.72%	.78%	.91%
Expenses net of all reductions	.57%	.62%	.72%	.78%	.89%
Net investment income (loss)	.63%	.50%	.18%	(.04)%	(.09)%
Supplemental Data
Net assets, end of period (000 omitted)	$1,717,779	$1,602,487	$1,896,753	$1,848,723	$1,571,884
Portfolio turnover rate^F	121%	141%	189%^G	223%	200%

^A Calculated based on average shares outstanding during the period.

^B Total distributions of $1.06 per share is comprised of distributions from net investment income of $.045 and distributions from net realized gain of $1.017 per share.

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

^E Expense ratios reflect operating expenses of the Fund. 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 Fund 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 Fund.

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

^G The portfolio turnover rate does not include the assets acquired in the merger.

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

Notes to Financial Statements

For the period ended October 31, 2017

1. Organization.

Fidelity Focused Stock Fund (the Fund) is a fund of Fidelity Capital Trust (the Trust) and is authorized to issue an unlimited number of shares. Share transactions on the Statement of Changes in Net Assets may contain exchanges between affiliated funds. 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.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fair Value Committee (the Committee) established by the Fund's investment adviser. In accordance with valuation policies and procedures approved by 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 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 reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

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:

Investments in open-end mutual funds, including 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. Information on transfers between Levels 1 and 2 is included at the end of the Fund's Schedule of Investments.

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 includes 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. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Distributions are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), partnerships, capital loss carryforwards and losses deferred due to wash sales.

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation	$467,400,185
Gross unrealized depreciation	(16,892,874)
Net unrealized appreciation (depreciation)	$450,507,311
Tax Cost	$1,283,356,767

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$29,562,616
Undistributed long-term capital gain	$73,578,293
Net unrealized appreciation (depreciation) on securities and other investments	$450,511,419

The tax character of distributions paid was as follows:

	October 31, 2017	October 31, 2016
Ordinary Income	$16,709,971	$ 4,404,702
Long-term Capital Gains	–	99,546,249
Total	$16,709,971	$ 103,950,951

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,909,060,773 and $2,171,217,532, 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 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 Fund's relative investment performance as compared to its benchmark index, the S&P 500 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .36% 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 Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .18% of average net assets.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $66,469.

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 $5,075 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow 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. The Fund or borrower may terminate the loan at any time, and 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 with FCM. 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, 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 $679,910, including $2,098 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 $47,506 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $985.

In addition, during the period the investment adviser reimbursed and/or waived a portion of operating expenses in the amount of $14,059.

9. Other.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and Shareholders of Fidelity Focused 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 Focused Stock Fund (a fund of Fidelity Capital Trust) as of October 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, 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 Focused 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. Our procedures included confirmation of securities owned as of October 31, 2017 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
December 14, 2017

Trustees and Officers

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for a Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

* Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR.

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Advisory Board Members and Officers:

Correspondence intended for an officer or Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello is an employee of Fidelity Investments (1995-present).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

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 (May 1, 2017 to October 31, 2017).

Actual Expenses

The first line of the accompanying table 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 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 provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's 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.

	Annualized Expense Ratio-^A	Beginning Account Value May 1, 2017	Ending Account Value October 31, 2017	Expenses Paid During Period-^B May 1, 2017 to October 31, 2017
Actual	.60%	$1,000.00	$1,168.70	$3.28
Hypothetical-^C		$1,000.00	$1,022.18	$3.06

^A Annualized expense ratio reflects expenses net of applicable fee waivers.

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

^C 5% return per year before expenses

Distributions (Unaudited)

The Board of Trustees of Fidelity Focused Stock Fund voted to pay on December 11, 2017, to shareholders of record at the opening of business on December 8, 2017, a distribution of $1.334 per share derived from capital gains realized from sales of portfolio securities and a dividend of $.102 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2017, $73,578,293, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 88% of the dividend distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund designates 92% of the dividend distributed in December during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Focused Stock Fund

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should continue to benefit the shareholders of the fund.

Fidelity Focused Stock Fund

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of the fund's total expense ratio, the Board considered the fund's management fee rate as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board noted the impact of the fund's performance adjustment. The Board also noted that Fidelity may agree to waive fees and expenses from time to time, and the extent to which, if any, it has done so for the fund. As part of its review, the Board also considered the current and historical total expense ratios of the fund compared to competitive fund median expenses. The fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the fund's total expense ratio ranked below the competitive median for 2016.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the fund's total expense ratio was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

TQG-ANN-1217
1.538682.120

Fidelity® Value Fund

Annual Report

October 31, 2017

Contents

Performance
Management's Discussion of Fund Performance
Investment Summary
Investments
Financial Statements
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
Trustees and Officers
Shareholder Expense Example
Distributions
Board Approval of Investment Advisory Contracts and Management Fees

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.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Performance: The Bottom Line

Average Annual Total Returns

For the periods ended October 31, 2017	Past 1 year	Past 5 years	Past 10 years
Fidelity® Value Fund	19.86%	14.01%	6.16%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Value Fund, a class of the fund, on October 31, 2007.

The chart shows how the value of your investment would have changed, and also shows how the Russell Midcap® Value Index performed over the same period.

	Period Ending Values
	$18,178	Fidelity® Value Fund
	$21,382	Russell Midcap® Value Index

Management's Discussion of Fund Performance

Comments from Co-Portfolio Manager Matthew Friedman: For the fiscal year, the fund’s share classes gained roughly 20%, outpacing the 17.12% return of the benchmark Russell Midcap^® Value Index. Versus the benchmark, the top individual contributor was Aerojet Rocketdyne Holdings. Shares of the maker of propulsion systems for rockets and missiles were driven by the Trump administration's promise to boost military spending. Elsewhere, it helped to establish a position in DXC Technology in April. The stock of the provider of technology consulting services benefited from the firm's better-than-expected earnings. Aerojet Rocketdyne and DXC were both non-benchmark holdings. Among individual detractors, untimely ownership of Israel-based Teva Pharmaceutical Industries hurt most. Shares of the maker of generic drugs were hurt by a combination of excess debt from the company’s 2016 acquisition of Actavis’ generics business and drug-pricing pressure stemming from poor industry fundamentals and turnover in the broader generics product cycle. We sold our non-benchmark stake in Teva in October.

Note to shareholders: Effective December 31, 2016, Steve Barwikowski is no longer a Co-Manager of the fund. On December 1, 2017, Matt Friedman transitioned from Co-Manager to Lead Manager of the fund and also assumed joint responsibility of its consumer sleeves with Kathy Buck, who plans to retire from portfolio management on March 31, 2017.

Investment Summary (Unaudited)

Top Ten Stocks as of October 31, 2017

	% of fund's net assets	% of fund's net assets 6 months ago
Sempra Energy	1.8	2.1
Xcel Energy, Inc.	1.7	1.8
Synchrony Financial	1.6	1.1
Discover Financial Services	1.5	1.0
Edison International	1.5	1.7
Wells Fargo & Co.	1.4	1.1
U.S. Bancorp	1.3	1.0
American Tower Corp.	1.3	1.7
Berkshire Hathaway, Inc. Class B	1.1	1.0
Chubb Ltd.	1.0	1.0
	14.2

Top Five Market Sectors as of October 31, 2017

	% of fund's net assets	% of fund's net assets 6 months ago
Financials	17.2	16.3
Real Estate	12.4	12.1
Consumer Discretionary	12.4	11.4
Industrials	12.0	12.1
Materials	8.8	8.3

Asset Allocation (% of fund's net assets)

As of October 31, 2017 ^*
	Stocks and Equity Futures	98.3%
	Convertible Securities	0.1%
	Short-Term Investments and Net Other Assets (Liabilities)	1.6%

* Foreign investments - 15.9%

As of April 30, 2017 ^*
	Stocks and Equity Futures	97.8%
	Convertible Securities	0.2%
	Short-Term Investments and Net Other Assets (Liabilities)	2.0%

* Foreign investments - 16.9%

Investments October 31, 2017

Showing Percentage of Net Assets

Common Stocks - 97.6%
	Shares	Value (000s)
CONSUMER DISCRETIONARY - 12.4%
Auto Components - 1.2%
American Axle & Manufacturing Holdings, Inc. (a)	1,676,700	$29,828
Delphi Automotive PLC	613,300	60,950
Hertz Global Holdings, Inc. (a)(b)	293,200	7,292
		98,070
Diversified Consumer Services - 1.4%
Houghton Mifflin Harcourt Co. (a)	4,809,306	47,612
Service Corp. International	882,027	31,277
ServiceMaster Global Holdings, Inc. (a)	854,620	40,261
		119,150
Hotels, Restaurants & Leisure - 1.6%
DineEquity, Inc.	675,818	32,176
Eldorado Resorts, Inc. (a)	990,165	25,447
U.S. Foods Holding Corp. (a)	1,174,400	32,038
Wyndham Worldwide Corp.	456,200	48,745
		138,406
Household Durables - 1.5%
D.R. Horton, Inc.	1,456,100	64,374
Newell Brands, Inc.	347,400	14,167
Techtronic Industries Co. Ltd.	5,895,500	34,573
Whirlpool Corp.	77,200	12,655
		125,769
Internet & Direct Marketing Retail - 0.8%
Liberty Interactive Corp. QVC Group:
(Venture Group) Series A (a)	496,600	28,286
Series A (a)	1,859,200	42,241
		70,527
Leisure Products - 0.8%
Mattel, Inc. (b)	3,735,800	52,749
Vista Outdoor, Inc. (a)	591,800	12,375
		65,124
Media - 3.4%
DISH Network Corp. Class A (a)	435,700	21,149
Entercom Communications Corp. Class A (b)	1,985,700	21,942
Grupo Televisa SA de CV (CPO) sponsored ADR	1,010,000	22,109
Liberty Broadband Corp. Class C (a)	418,271	36,511
Liberty Global PLC Class C (a)	1,062,200	31,749
Nexstar Broadcasting Group, Inc. Class A	297,800	19,000
Omnicom Group, Inc.	887,000	59,598
Sinclair Broadcast Group, Inc. Class A (b)	1,224,156	38,806
Twenty-First Century Fox, Inc.:
Class A	804,000	21,025
Class B	434,900	11,068
		282,957
Specialty Retail - 1.4%
AutoZone, Inc. (a)	91,500	53,939
O'Reilly Automotive, Inc. (a)	132,700	27,993
Sally Beauty Holdings, Inc. (a)	779,200	13,488
Signet Jewelers Ltd. (b)	363,200	23,815
		119,235
Textiles, Apparel & Luxury Goods - 0.3%
PVH Corp.	215,472	27,324

TOTAL CONSUMER DISCRETIONARY		1,046,562

CONSUMER STAPLES - 4.8%
Beverages - 1.1%
Cott Corp.	2,064,911	30,955
Molson Coors Brewing Co. Class B	763,386	61,735
		92,690
Food & Staples Retailing - 0.4%
CVS Health Corp.	449,800	30,825
Walgreens Boots Alliance, Inc.	97,800	6,481
		37,306
Food Products - 2.8%
Bunge Ltd.	114,509	7,876
Darling International, Inc. (a)	3,348,600	61,112
Nomad Foods Ltd. (a)	2,300,517	34,738
The J.M. Smucker Co.	577,031	61,194
TreeHouse Foods, Inc. (a)	677,500	44,972
Tyson Foods, Inc. Class A	309,600	22,573
		232,465
Personal Products - 0.5%
Coty, Inc. Class A	2,437,409	37,536

TOTAL CONSUMER STAPLES		399,997

ENERGY - 7.7%
Energy Equipment & Services - 1.2%
Baker Hughes, a GE Co. Class A	505,334	15,883
C&J Energy Services, Inc.	313,600	8,934
Dril-Quip, Inc. (a)	611,633	25,750
Halliburton Co.	222,155	9,495
Nabors Industries Ltd.	4,676,000	26,326
Odfjell Drilling A/S (a)	2,299,782	9,207
TechnipFMC PLC	221,427	6,065
		101,660
Oil, Gas & Consumable Fuels - 6.5%
Anadarko Petroleum Corp.	263,800	13,024
Boardwalk Pipeline Partners, LP	3,015,800	42,282
Cabot Oil & Gas Corp.	958,300	26,545
Cenovus Energy, Inc.	3,355,600	32,565
Cheniere Energy, Inc. (a)	666,500	31,152
Diamondback Energy, Inc. (a)	232,617	24,927
Energen Corp. (a)	358,279	18,523
Enterprise Products Partners LP	690,100	16,907
EQT Corp.	853,664	53,388
GasLog Ltd. (b)	1,803,700	31,114
Golar LNG Ltd. (b)	713,748	15,081
Lundin Petroleum AB	1,323,400	31,126
Marathon Petroleum Corp.	682,399	40,767
Newfield Exploration Co. (a)	526,610	16,214
Phillips 66 Co.	330,100	30,066
Plains GP Holdings LP Class A	707,600	14,435
Teekay Corp. (b)	3,146,864	25,490
Teekay LNG Partners LP	1,977,280	34,108
Teekay Offshore Partners LP	8,874,100	22,718
WPX Energy, Inc. (a)	1,877,800	21,182
		541,614

TOTAL ENERGY		643,274

FINANCIALS - 17.2%
Banks - 5.0%
Bank Ireland Group PLC (a)	758,257	5,922
CIT Group, Inc.	1,672,274	77,961
EFG Eurobank Ergasias SA (a)	6,391,260	5,219
First Citizen Bancshares, Inc. Class A	73,592	29,805
PNC Financial Services Group, Inc.	376,100	51,447
Popular, Inc.	337,800	12,391
Prosperity Bancshares, Inc.	165,000	10,854
U.S. Bancorp	2,085,115	113,389
Wells Fargo & Co.	2,059,028	115,594
		422,582
Capital Markets - 2.7%
Apollo Global Management LLC Class A	1,119,832	35,364
Ares Capital Corp. (b)	901,262	14,492
Brookfield Asset Management, Inc. Class A	262,850	11,027
Carlyle Group LP	140,000	3,087
Franklin Resources, Inc.	796,000	33,535
KKR & Co. LP	977,936	19,608
Legg Mason, Inc.	1,193,800	45,579
State Street Corp.	286,300	26,340
The Blackstone Group LP	1,109,704	36,942
		225,974
Consumer Finance - 4.9%
Ally Financial, Inc.	1,346,500	35,184
Capital One Financial Corp.	819,791	75,568
Discover Financial Services	1,917,300	127,558
OneMain Holdings, Inc. (a)	1,291,038	41,016
Synchrony Financial	4,031,100	131,494
		410,820
Diversified Financial Services - 1.4%
Berkshire Hathaway, Inc. Class B (a)	468,689	87,617
Donnelley Financial Solutions, Inc.	1,230,000	26,445
		114,062
Insurance - 3.2%
AFLAC, Inc.	231,446	19,416
AMBAC Financial Group, Inc. (a)	2,040,459	33,219
American International Group, Inc.	96,900	6,261
Chubb Ltd.	555,648	83,803
Fairfax Financial Holdings Ltd. (sub. vtg.)	10,000	5,266
FNF Group	1,554,600	58,173
Greenlight Capital Re, Ltd. (a)	325,043	7,167
Reinsurance Group of America, Inc.	240,593	35,940
Torchmark Corp.	285,851	24,049
		273,294
Mortgage Real Estate Investment Trusts - 0.0%
MFA Financial, Inc.	292,290	2,408

TOTAL FINANCIALS		1,449,140

HEALTH CARE - 6.2%
Biotechnology - 1.2%
Amgen, Inc.	277,700	48,659
Shire PLC sponsored ADR	157,500	23,252
United Therapeutics Corp. (a)	262,700	31,154
		103,065
Health Care Equipment & Supplies - 0.8%
Dentsply Sirona, Inc.	109,300	6,675
Hill-Rom Holdings, Inc.	15,100	1,219
Hologic, Inc. (a)	68,300	2,585
Steris PLC	85,600	7,989
Teleflex, Inc.	36,600	8,673
Zimmer Biomet Holdings, Inc.	332,146	40,396
		67,537
Health Care Providers & Services - 2.2%
Cardinal Health, Inc.	234,600	14,522
Centene Corp. (a)	89,300	8,365
DaVita HealthCare Partners, Inc. (a)	81,800	4,969
Envision Healthcare Corp.	967,172	41,202
Laboratory Corp. of America Holdings (a)	219,047	33,670
McKesson Corp.	214,700	29,603
Patterson Companies, Inc.	68,234	2,525
Quest Diagnostics, Inc.	121,600	11,404
Universal Health Services, Inc. Class B	346,392	35,574
		181,834
Life Sciences Tools & Services - 0.1%
Bio-Rad Laboratories, Inc. Class A (a)	16,600	3,649
Quintiles Transnational Holdings, Inc. (a)	18,400	1,989
		5,638
Pharmaceuticals - 1.9%
Allergan PLC	115,200	20,417
Indivior PLC (a)	3,792,300	18,717
Jazz Pharmaceuticals PLC (a)	525,209	74,333
Mallinckrodt PLC (a)	897,896	28,436
Mylan N.V. (a)	316,500	11,302
Perrigo Co. PLC	47,900	3,879
The Medicines Company (a)	271,501	7,803
		164,887

TOTAL HEALTH CARE		522,961

INDUSTRIALS - 12.0%
Aerospace & Defense - 1.2%
Aerojet Rocketdyne Holdings, Inc. (a)	918,186	28,996
Huntington Ingalls Industries, Inc.	130,400	30,361
KLX, Inc. (a)	446,000	24,468
Ultra Electronics Holdings PLC	657,000	15,916
		99,741
Airlines - 1.7%
American Airlines Group, Inc.	1,655,578	77,514
JetBlue Airways Corp. (a)	2,564,000	49,101
United Continental Holdings, Inc. (a)	323,000	18,889
		145,504
Building Products - 0.2%
Allegion PLC	152,338	12,703
Commercial Services & Supplies - 0.6%
IWG PLC	7,705,200	22,043
KAR Auction Services, Inc.	666,500	31,545
		53,588
Construction & Engineering - 2.0%
AECOM (a)	1,847,488	64,773
Arcadis NV	872,123	20,165
Astaldi SpA	3,366,341	23,332
KBR, Inc.	3,236,745	63,537
		171,807
Electrical Equipment - 1.1%
AMETEK, Inc.	290,340	19,595
Fortive Corp.	156,533	11,311
Regal Beloit Corp.	440,200	35,722
Sensata Technologies Holding BV (a)	458,601	22,430
		89,058
Machinery - 1.0%
Allison Transmission Holdings, Inc.	1,211,865	51,492
SPX Flow, Inc. (a)	858,800	35,408
		86,900
Road & Rail - 1.3%
Avis Budget Group, Inc. (a)	1,619,000	66,784
CSX Corp.	159,587	8,048
Norfolk Southern Corp.	126,800	16,664
Swift Transporation Co. (a)	444,768	18,436
		109,932
Trading Companies & Distributors - 2.9%
AerCap Holdings NV (a)	873,496	45,981
Ashtead Group PLC	1,429,400	36,830
Fortress Transportation & Infrastructure Investors LLC	1,303,100	23,756
HD Supply Holdings, Inc. (a)	1,571,256	55,607
Nexeo Solutions, Inc. (a)	2,044,100	15,106
Nexeo Solutions, Inc. (a)(c)	1,170,000	8,646
WESCO International, Inc. (a)	847,051	53,491
		239,417

TOTAL INDUSTRIALS		1,008,650

INFORMATION TECHNOLOGY - 7.6%
Communications Equipment - 1.1%
CommScope Holding Co., Inc. (a)	1,751,900	56,306
F5 Networks, Inc. (a)	271,500	32,925
		89,231
Electronic Equipment & Components - 1.4%
Avnet, Inc.	263,800	10,499
Cardtronics PLC (a)	1,123,000	25,717
Jabil, Inc.	1,570,103	44,403
TE Connectivity Ltd.	458,966	41,752
		122,371
IT Services - 4.1%
Amdocs Ltd.	984,600	64,097
Cognizant Technology Solutions Corp. Class A	867,800	65,666
Conduent, Inc.	2,347,500	36,339
DXC Technology Co.	625,300	57,227
First Data Corp. Class A (a)	1,658,600	29,540
Leidos Holdings, Inc.	678,649	42,429
Total System Services, Inc.	496,800	35,794
Unisys Corp. (a)(b)	1,943,076	17,002
		348,094
Semiconductors & Semiconductor Equipment - 0.6%
Qualcomm, Inc.	1,016,954	51,875
Software - 0.4%
Micro Focus International PLC	836,500	29,386
Totvs SA	100,900	1,005
		30,391

TOTAL INFORMATION TECHNOLOGY		641,962

MATERIALS - 8.8%
Chemicals - 5.0%
Axalta Coating Systems (a)	1,460,446	48,560
Celanese Corp. Class A	187,200	19,527
CF Industries Holdings, Inc.	892,600	33,901
DowDuPont, Inc.	689,406	49,851
Eastman Chemical Co.	467,503	42,454
FMC Corp.	159,500	14,811
LyondellBasell Industries NV Class A	586,580	60,729
Monsanto Co.	208,500	25,249
PPG Industries, Inc.	116,200	13,507
The Chemours Co. LLC	691,500	39,146
Tronox Ltd. Class A	834,100	22,079
Westlake Chemical Corp.	566,000	48,059
		417,873
Construction Materials - 0.5%
Eagle Materials, Inc.	425,200	44,888
Containers & Packaging - 2.4%
Avery Dennison Corp.	146,956	15,602
Ball Corp.	1,301,000	55,852
Berry Global Group, Inc. (a)	481,100	28,601
Graphic Packaging Holding Co.	3,054,600	47,316
Sealed Air Corp.	753,300	33,318
Silgan Holdings, Inc.	754,000	22,055
		202,744
Metals & Mining - 0.7%
Alcoa Corp.	285,500	13,641
Antofagasta PLC	483,700	6,132
Randgold Resources Ltd. sponsored ADR	152,900	15,025
Steel Dynamics, Inc.	542,065	20,170
		54,968
Paper & Forest Products - 0.2%
Kapstone Paper & Packaging Corp.	884,300	19,861

TOTAL MATERIALS		740,334

REAL ESTATE - 12.4%
Equity Real Estate Investment Trusts (REITs) - 11.4%
American Tower Corp.	735,104	105,612
AvalonBay Communities, Inc.	160,700	29,140
Boston Properties, Inc.	199,400	24,163
Colony NorthStar, Inc.	6,655,108	81,725
Corporate Office Properties Trust (SBI)	1,151,400	36,764
Douglas Emmett, Inc.	1,099,500	43,749
Equinix, Inc.	84,800	39,305
Equity Commonwealth (a)	69,100	2,076
Equity Lifestyle Properties, Inc.	853,461	75,514
Equity Residential (SBI)	456,400	30,697
Essex Property Trust, Inc.	229,300	60,175
Extra Space Storage, Inc.	682,800	55,710
Forest City Realty Trust, Inc. Class A	1,103,995	27,191
General Growth Properties, Inc.	3,262,000	63,479
Grivalia Properties REIC	4,452,702	46,421
iStar Financial, Inc. (a)	2,526,965	29,565
Lamar Advertising Co. Class A	297,900	20,984
National Retail Properties, Inc.	1,192,788	47,926
Outfront Media, Inc.	1,851,500	43,418
Public Storage	55,400	11,482
Safety Income and Growth, Inc.	200,000	3,594
SBA Communications Corp. Class A (a)	16,100	2,531
Simon Property Group, Inc.	39,000	6,058
Spirit Realty Capital, Inc.	3,343,100	27,781
VEREIT, Inc.	1,894,400	14,947
Welltower, Inc.	219,500	14,698
WP Glimcher, Inc.	2,408,200	18,856
		963,561
Real Estate Management & Development - 1.0%
CBRE Group, Inc. (a)	1,387,700	54,564
Kennedy-Wilson Holdings, Inc.	195,642	3,805
Realogy Holdings Corp.	774,005	25,024
		83,393

TOTAL REAL ESTATE		1,046,954

TELECOMMUNICATION SERVICES - 0.2%
Diversified Telecommunication Services - 0.2%
Iridium Communications, Inc. (a)(b)	410,409	4,925
Level 3 Communications, Inc.	247,800	13,290
		18,215
UTILITIES - 8.3%
Electric Utilities - 4.8%
Alliant Energy Corp.	678,300	29,343
Edison International	1,539,293	123,066
Exelon Corp.	447,900	18,010
NextEra Energy, Inc.	173,518	26,907
PG&E Corp.	1,058,900	61,173
Xcel Energy, Inc.	2,830,500	140,166
		398,665
Independent Power and Renewable Electricity Producers - 1.0%
NRG Energy, Inc.	1,428,600	35,715
The AES Corp.	4,666,100	49,601
		85,316
Multi-Utilities - 2.5%
CMS Energy Corp.	634,900	30,710
Public Service Enterprise Group, Inc.	676,400	33,279
Sempra Energy	1,269,897	149,212
		213,201

TOTAL UTILITIES		697,182

TOTAL COMMON STOCKS
(Cost $7,010,265)		8,215,231

Nonconvertible Preferred Stocks - 0.0%
INDUSTRIALS - 0.0%
Aerospace & Defense - 0.0%
Rolls-Royce Holdings PLC (C Shares)
(Cost $58)	47,004,088	62
	Principal Amount (000s)	Value (000s)

Convertible Bonds - 0.1%
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Cobalt International Energy, Inc. 2.625% 12/1/19 (Cost $30,575)	47,770	6,688

U.S. Treasury Obligations - 0.0%
U.S. Treasury Bills, yield at date of purchase 1.02% to 1.09% 11/9/17 to 1/25/18 (d)
(Cost $2,837)	2,840	2,837
	Shares	Value (000s)

Money Market Funds - 3.7%
Fidelity Cash Central Fund, 1.10% (e)	162,196,130	$162,229
Fidelity Securities Lending Cash Central Fund 1.11% (e)(f)	144,656,307	144,671
TOTAL MONEY MARKET FUNDS
(Cost $306,881)		306,900
TOTAL INVESTMENT IN SECURITIES - 101.4%
(Cost $7,350,616)		8,531,718
NET OTHER ASSETS (LIABILITIES) - (1.4)%		(114,607)
NET ASSETS - 100%		$8,417,111

Futures Contracts
	Number of contracts	Expiration Date	Notional Amount (000s)	Value (000s)	Unrealized Appreciation/(Depreciation) (000s)
Purchased
Equity Index Contracts
CME E-mini S&P MidCap 400 Index Contracts (United States)	317	Dec. 2017	$58,135	$71	$71

The notional amount of futures purchased as a percentage of Net Assets is 0.7%

Legend

(a) Non-income producing

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

(c) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $8,646,000 or 0.1% of net assets.

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $2,309,000.

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Nexeo Solutions, Inc.	6/9/16	$11,700

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	$1,481
Fidelity Securities Lending Cash Central Fund	1,118
Total	$2,599

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Realized Gain (loss)	Change in Unrealized appreciation (depreciation)	Value, end of period
iStar Financial, Inc.	$49,984	$13,606	$36,125	$--	$(4,644)	$6,744	$--
R1 RCM, Inc. (formerly Accretive Health, Inc.)	13,132	--	21,097	--	6,387	1,578	--
Teekay Offshore Partners LP	27,989	13,176	--	--	--	(15,841)	--
Total	$91,105	$26,782	$57,222	$--	$1,743	$(7,519)	$--

Investment Valuation

	Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
(Amounts in thousands)
Investments in Securities:
Equities:
Consumer Discretionary	$1,046,562	$1,046,562	$--	$--
Consumer Staples	399,997	399,997	--	--
Energy	643,274	643,274	--	--
Financials	1,449,140	1,449,140	--	--
Health Care	522,961	522,961	--	--
Industrials	1,008,712	1,008,712	--	--
Information Technology	641,962	641,962	--	--
Materials	740,334	740,334	--	--
Real Estate	1,046,954	1,046,954	--	--
Telecommunication Services	18,215	18,215	--	--
Utilities	697,182	697,182	--	--
Corporate Bonds	6,688	--	6,688	--
U.S. Government and Government Agency Obligations	2,837	--	2,837	--
Money Market Funds	306,900	306,900	--	--
Total Investments in Securities:	$8,531,718	$8,522,193	$9,525	$--
Derivative Instruments:
Assets
Futures Contracts	$71	$71	$--	$--
Total Assets	$71	$71	$--	$--
Total Derivative Instruments:	$71	$71	$--	$--

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of October 31, 2017. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type	Value (000s)
	Asset	Liability
(Amounts in thousands)
Equity Risk
Futures Contracts(a)	$71	$0
Total Equity Risk	71	0
Total Value of Derivatives	$71	$0

(a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. In the Statement of Assets and Liabilities, the period end daily variation margin is included in receivable or payable for daily variation margin on futures contracts, and the net cumulative appreciation (depreciation) is included in net unrealized appreciation (depreciation).

Other Information

Distribution of investments by country or territory of incorporation, as a percentage of Total Net Assets, is as follows (Unaudited):

United States of America	84.1%
United Kingdom	2.2%
Netherlands	1.9%
Ireland	1.8%
Switzerland	1.5%
Bailiwick of Jersey	1.4%
Bermuda	1.3%
Marshall Islands	1.0%
Others (Individually Less Than 1%)	4.8%
	100.0%

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

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)		October 31, 2017
Assets
Investment in securities, at value (including securities loaned of $137,000) — See accompanying schedule: Unaffiliated issuers (cost $7,043,735)	$8,224,818
Fidelity Central Funds (cost $306,881)	306,900
Total Investment in Securities (cost $7,350,616)		$8,531,718
Cash		69
Foreign currency held at value (cost $1,714)		1,715
Receivable for investments sold		63,884
Receivable for fund shares sold		1,384
Dividends receivable		3,542
Interest receivable		522
Distributions receivable from Fidelity Central Funds		387
Receivable for daily variation margin on futures contracts		288
Prepaid expenses		19
Other receivables		821
Total assets		8,604,349
Liabilities
Payable for investments purchased	$32,744
Payable for fund shares redeemed	4,750
Accrued management fee	3,317
Other affiliated payables	1,036
Other payables and accrued expenses	717
Collateral on securities loaned	144,674
Total liabilities		187,238
Net Assets		$8,417,111
Net Assets consist of:
Paid in capital		$6,901,433
Undistributed net investment income		97,741
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		236,787
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,181,150
Net Assets		$8,417,111
Value:
Net Asset Value, offering price and redemption price per share ($7,344,298 ÷ 60,233 shares)		$121.93
Class K:
Net Asset Value, offering price and redemption price per share ($1,072,813 ÷ 8,785 shares)		$122.12

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

Statement of Operations

Amounts in thousands		Year ended October 31, 2017
Investment Income
Dividends		$141,068
Special dividends		23,197
Interest		6,750
Income from Fidelity Central Funds		2,599
Total income		173,614
Expenses
Management fee
Basic fee	$45,330
Performance adjustment	(10,964)
Transfer agent fees	11,161
Accounting and security lending fees	1,237
Custodian fees and expenses	222
Independent trustees' fees and expenses	33
Appreciation in deferred trustee compensation account	1
Registration fees	84
Audit	86
Legal	28
Miscellaneous	66
Total expenses before reductions	47,284
Expense reductions	(521)	46,763
Net investment income (loss)		126,851
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	552,247
Fidelity Central Funds	(9)
Other affiliated issuers	1,743
Foreign currency transactions	89
Futures contracts	2,345
Total net realized gain (loss)		556,415
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers	802,564
Fidelity Central Funds	(27)
Other affiliated issuers	(7,519)
Assets and liabilities in foreign currencies	(26)
Futures contracts	824
Total change in net unrealized appreciation (depreciation)		795,816
Net gain (loss)		1,352,231
Net increase (decrease) in net assets resulting from operations		$1,479,082

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

Statement of Changes in Net Assets

Amounts in thousands	Year ended October 31, 2017	Year ended October 31, 2016
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$126,851	$136,912
Net realized gain (loss)	556,415	(275,796)
Change in net unrealized appreciation (depreciation)	795,816	298,687
Net increase (decrease) in net assets resulting from operations	1,479,082	159,803
Distributions to shareholders from net investment income	(100,620)	(92,657)
Distributions to shareholders from net realized gain	(1,989)	(740,268)
Total distributions	(102,609)	(832,925)
Share transactions - net increase (decrease)	(621,951)	(505,387)
Total increase (decrease) in net assets	754,522	(1,178,509)
Net Assets
Beginning of period	7,662,589	8,841,098
End of period	$8,417,111	$7,662,589
Other Information
Undistributed net investment income end of period	$97,741	$76,377

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

Financial Highlights

Fidelity Value Fund

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$102.99	$110.73	$113.00	$99.54	$74.14
Income from Investment Operations
Net investment income (loss)^A	1.75^B	1.70	1.17	1.02	1.13
Net realized and unrealized gain (loss)	18.57	1.07	(.99)^C	13.47	25.28
Total from investment operations	20.32	2.77	.18	14.49	26.41
Distributions from net investment income	(1.35)	(1.15)	(.91)	(.86)	(1.01)
Distributions from net realized gain	(.03)	(9.36)	(1.54)	(.16)	–
Total distributions	(1.38)	(10.51)	(2.45)	(1.03)^D	(1.01)
Net asset value, end of period	$121.93	$102.99	$110.73	$113.00	$99.54
Total Return^E	19.86%	2.85%	.12%^C	14.68%	36.07%
Ratios to Average Net Assets^F,^G
Expenses before reductions	.58%	.62%	.79%	.73%	.67%
Expenses net of fee waivers, if any	.58%	.62%	.79%	.73%	.67%
Expenses net of all reductions	.57%	.61%	.78%	.73%	.65%
Net investment income (loss)	1.51%^B	1.71%	1.02%	.95%	1.30%
Supplemental Data
Net assets, end of period (in millions)	$7,344	$6,741	$7,437	$8,024	$7,153
Portfolio turnover rate^H	73%	72%	80%	81%	99%

^A Calculated based on average shares outstanding during the period.

^B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.32 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.23%.

^C Net realized and unrealized gain (loss) per share reflects proceeds received from litigation which amounted to $.13 per share. Excluding these litigation proceeds, the total return would have been .01%.

^D Total distributions of $1.03 per share is comprised of distributions from net investment income of $.864 and distributions from net realized gain of $.164 per share.

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

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

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

Fidelity Value Fund Class K

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$103.15	$110.91	$113.17	$99.70	$74.27
Income from Investment Operations
Net investment income (loss)^A	1.86^B	1.82	1.30	1.15	1.25
Net realized and unrealized gain (loss)	18.60	1.06	(.99)^C	13.47	25.30
Total from investment operations	20.46	2.88	.31	14.62	26.55
Distributions from net investment income	(1.47)	(1.28)	(1.03)	(.98)	(1.12)
Distributions from net realized gain	(.03)	(9.36)	(1.54)	(.16)	–
Total distributions	(1.49)^D	(10.64)	(2.57)	(1.15)^E	(1.12)
Net asset value, end of period	$122.12	$103.15	$110.91	$113.17	$99.70
Total Return^F	19.98%	2.96%	.24%^C	14.81%	36.26%
Ratios to Average Net Assets^G,^H
Expenses before reductions	.48%	.50%	.68%	.62%	.54%
Expenses net of fee waivers, if any	.48%	.50%	.68%	.62%	.54%
Expenses net of all reductions	.48%	.49%	.67%	.61%	.52%
Net investment income (loss)	1.61%^B	1.82%	1.13%	1.07%	1.42%
Supplemental Data
Net assets, end of period (in millions)	$1,073	$922	$1,404	$1,499	$1,261
Portfolio turnover rate^I	73%	72%	80%	81%	99%

^A Calculated based on average shares outstanding during the period.

^D Total distributions of $1.49 per share is comprised of distributions from net investment income of $1.467 and distributions from net realized gain of $.027 per share.

^E Total distributions of $1.15 per share is comprised of distributions from net investment income of $.983 and distributions from net realized gain of $.164 per share.

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

^G 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.

^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.

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

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

Notes to Financial Statements

For the period ended October 31, 2017
(Amounts in thousands except percentages)

1. Organization.

Fidelity Value Fund (the Fund) is a fund of Fidelity Capital 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 Value 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.

3. Significant Accounting Policies.

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:

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 and U.S. government and government agency obligations 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.

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 includes 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. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. 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.

Book-tax differences are primarily due to short-term gain distributions from the Underlying Funds, futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), market discount, deferred trustees compensation, partnerships, capital loss carryforwards and losses deferred due to wash sales.

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation	$1,552,730
Gross unrealized depreciation	(411,038)
Net unrealized appreciation (depreciation)	$1,141,692
Tax Cost	$7,390,026

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$277,987
Undistributed long-term capital gain	$99,142
Net unrealized appreciation (depreciation) on securities and other investments	$1,139,157

The tax character of distributions paid was as follows:

	October 31, 2017	October 31, 2016
Ordinary Income	$102,609	$ 236,991
Long-term Capital Gains	–	595,934
Total	$102,609	$ 832,925

4. Derivative Instruments.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $5,881,389 and $6,494,688, respectively.

6. 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 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 Value as compared to its benchmark index, the Russell Midcap Value Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .41% 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 Value, except for Class K. 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 Class-Level Average Net Assets
Value	$10,682	.15
Class K	479	.05
	$11,161

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $204.

7. 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 $26 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. 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. The Fund or borrower may terminate the loan at any time, and 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 $6,383. 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 $1,118, including $33 from securities loaned to FCM.

9. Expense Reductions.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $74.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Year ended October 31, 2017	Year ended October 31, 2016
From net investment income
Value	$87,700	$76,677
Class K	12,920	15,980
Total	$100,620	$92,657
From net realized gain
Value	$1,751	$623,752
Class K	238	116,516
Total	$1,989	$740,268

11. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

	Shares	Shares	Dollars	Dollars
	Year ended October 31, 2017	Year ended October 31, 2016	Year ended October 31, 2017	Year ended October 31, 2016
Value
Shares sold	3,128	4,754	$356,778	$467,524
Reinvestment of distributions	755	6,670	84,080	662,418
Shares redeemed	(9,105)	(13,132)	(1,047,226)	(1,315,307)
Net increase (decrease)	(5,222)	(1,708)	$(606,368)	$(185,365)
Class K
Shares sold	2,081	1,689	$241,638	$165,410
Reinvestment of distributions	118	1,333	13,157	132,496
Shares redeemed	(2,349)	(6,749)	(270,378)	(617,928)
Net increase (decrease)	(150)	(3,727)	$(15,583)	$(320,022)

12. Other.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and Shareholders of Fidelity Value 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 Value Fund (a fund of Fidelity Capital Trust) as of October 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, 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 Value 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. Our procedures included confirmation of securities owned as of October 31, 2017 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
December 13, 2017

Trustees and Officers

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for a Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

* Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR.

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Advisory Board Members and Officers:

Correspondence intended for an officer or Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

Thomas C. Hense (1964)

Year of Election or Appointment: 2008, 2010, or 2015

Vice President

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello is an employee of Fidelity Investments (1995-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2017 to October 31, 2017).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio-^A	Beginning Account Value May 1, 2017	Ending Account Value October 31, 2017	Expenses Paid During Period-^B May 1, 2017 to October 31, 2017
Value	.62%
Actual		$1,000.00	$1,049.80	$3.20
Hypothetical-^C		$1,000.00	$1,022.08	$3.16
Class K	.52%
Actual		$1,000.00	$1,050.20	$2.69
Hypothetical-^C		$1,000.00	$1,022.58	$2.65

^A Annualized expense ratio reflects expenses net of applicable fee waivers.

^B 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).

^C 5% return per year before expenses

Distributions (Unaudited)

The Board of Trustees of Fidelity Value Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

	Pay Date	Record Date	Dividends	Capital Gains
Fidelity Value Fund
Value	12/11/17	12/08/17	$1.651	$4.090
Class K	12/11/17	12/08/17	$1.782	$4.090

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2017, $99,141,841, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 89%; Class K designates 83%; of the dividends distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund designates 97%; Class K designates 89%; of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Value Fund

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should continue to benefit the shareholders of the fund.

Fidelity Value Fund

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee rate as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board noted the impact of the fund's performance adjustment. The Board also noted that Fidelity may agree to waive fees and expenses from time to time, and the extent to which, if any, it has done so for the fund. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below the competitive median for 2016.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

VAL-ANN-1217
1.538531.120

Fidelity® Value Fund

Class K

Annual Report

October 31, 2017

Contents

Performance
Management's Discussion of Fund Performance
Investment Summary
Investments
Financial Statements
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
Trustees and Officers
Shareholder Expense Example
Distributions
Board Approval of Investment Advisory Contracts and Management Fees

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.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Performance: The Bottom Line

Average Annual Total Returns

For the periods ended October 31, 2017	Past 1 year	Past 5 years	Past 10 years
Class K	19.98%	14.14%	6.30%

The initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008 are those of Fidelity® Value Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Value Fund - Class K on October 31, 2007.

The chart shows how the value of your investment would have changed, and also shows how the Russell Midcap® Value Index performed over the same period.

See above for additional information regarding the performance of Class K.

	Period Ending Values
	$18,427	Fidelity® Value Fund - Class K
	$21,382	Russell Midcap® Value Index

Management's Discussion of Fund Performance

Investment Summary (Unaudited)

Top Ten Stocks as of October 31, 2017

	% of fund's net assets	% of fund's net assets 6 months ago
Sempra Energy	1.8	2.1
Xcel Energy, Inc.	1.7	1.8
Synchrony Financial	1.6	1.1
Discover Financial Services	1.5	1.0
Edison International	1.5	1.7
Wells Fargo & Co.	1.4	1.1
U.S. Bancorp	1.3	1.0
American Tower Corp.	1.3	1.7
Berkshire Hathaway, Inc. Class B	1.1	1.0
Chubb Ltd.	1.0	1.0
	14.2

Top Five Market Sectors as of October 31, 2017

	% of fund's net assets	% of fund's net assets 6 months ago
Financials	17.2	16.3
Real Estate	12.4	12.1
Consumer Discretionary	12.4	11.4
Industrials	12.0	12.1
Materials	8.8	8.3

Asset Allocation (% of fund's net assets)

As of October 31, 2017 ^*
	Stocks and Equity Futures	98.3%
	Convertible Securities	0.1%
	Short-Term Investments and Net Other Assets (Liabilities)	1.6%

* Foreign investments - 15.9%

As of April 30, 2017 ^*
	Stocks and Equity Futures	97.8%
	Convertible Securities	0.2%
	Short-Term Investments and Net Other Assets (Liabilities)	2.0%

* Foreign investments - 16.9%

Investments October 31, 2017

Showing Percentage of Net Assets

Common Stocks - 97.6%
	Shares	Value (000s)
CONSUMER DISCRETIONARY - 12.4%
Auto Components - 1.2%
American Axle & Manufacturing Holdings, Inc. (a)	1,676,700	$29,828
Delphi Automotive PLC	613,300	60,950
Hertz Global Holdings, Inc. (a)(b)	293,200	7,292
		98,070
Diversified Consumer Services - 1.4%
Houghton Mifflin Harcourt Co. (a)	4,809,306	47,612
Service Corp. International	882,027	31,277
ServiceMaster Global Holdings, Inc. (a)	854,620	40,261
		119,150
Hotels, Restaurants & Leisure - 1.6%
DineEquity, Inc.	675,818	32,176
Eldorado Resorts, Inc. (a)	990,165	25,447
U.S. Foods Holding Corp. (a)	1,174,400	32,038
Wyndham Worldwide Corp.	456,200	48,745
		138,406
Household Durables - 1.5%
D.R. Horton, Inc.	1,456,100	64,374
Newell Brands, Inc.	347,400	14,167
Techtronic Industries Co. Ltd.	5,895,500	34,573
Whirlpool Corp.	77,200	12,655
		125,769
Internet & Direct Marketing Retail - 0.8%
Liberty Interactive Corp. QVC Group:
(Venture Group) Series A (a)	496,600	28,286
Series A (a)	1,859,200	42,241
		70,527
Leisure Products - 0.8%
Mattel, Inc. (b)	3,735,800	52,749
Vista Outdoor, Inc. (a)	591,800	12,375
		65,124
Media - 3.4%
DISH Network Corp. Class A (a)	435,700	21,149
Entercom Communications Corp. Class A (b)	1,985,700	21,942
Grupo Televisa SA de CV (CPO) sponsored ADR	1,010,000	22,109
Liberty Broadband Corp. Class C (a)	418,271	36,511
Liberty Global PLC Class C (a)	1,062,200	31,749
Nexstar Broadcasting Group, Inc. Class A	297,800	19,000
Omnicom Group, Inc.	887,000	59,598
Sinclair Broadcast Group, Inc. Class A (b)	1,224,156	38,806
Twenty-First Century Fox, Inc.:
Class A	804,000	21,025
Class B	434,900	11,068
		282,957
Specialty Retail - 1.4%
AutoZone, Inc. (a)	91,500	53,939
O'Reilly Automotive, Inc. (a)	132,700	27,993
Sally Beauty Holdings, Inc. (a)	779,200	13,488
Signet Jewelers Ltd. (b)	363,200	23,815
		119,235
Textiles, Apparel & Luxury Goods - 0.3%
PVH Corp.	215,472	27,324

TOTAL CONSUMER DISCRETIONARY		1,046,562

CONSUMER STAPLES - 4.8%
Beverages - 1.1%
Cott Corp.	2,064,911	30,955
Molson Coors Brewing Co. Class B	763,386	61,735
		92,690
Food & Staples Retailing - 0.4%
CVS Health Corp.	449,800	30,825
Walgreens Boots Alliance, Inc.	97,800	6,481
		37,306
Food Products - 2.8%
Bunge Ltd.	114,509	7,876
Darling International, Inc. (a)	3,348,600	61,112
Nomad Foods Ltd. (a)	2,300,517	34,738
The J.M. Smucker Co.	577,031	61,194
TreeHouse Foods, Inc. (a)	677,500	44,972
Tyson Foods, Inc. Class A	309,600	22,573
		232,465
Personal Products - 0.5%
Coty, Inc. Class A	2,437,409	37,536

TOTAL CONSUMER STAPLES		399,997

ENERGY - 7.7%
Energy Equipment & Services - 1.2%
Baker Hughes, a GE Co. Class A	505,334	15,883
C&J Energy Services, Inc.	313,600	8,934
Dril-Quip, Inc. (a)	611,633	25,750
Halliburton Co.	222,155	9,495
Nabors Industries Ltd.	4,676,000	26,326
Odfjell Drilling A/S (a)	2,299,782	9,207
TechnipFMC PLC	221,427	6,065
		101,660
Oil, Gas & Consumable Fuels - 6.5%
Anadarko Petroleum Corp.	263,800	13,024
Boardwalk Pipeline Partners, LP	3,015,800	42,282
Cabot Oil & Gas Corp.	958,300	26,545
Cenovus Energy, Inc.	3,355,600	32,565
Cheniere Energy, Inc. (a)	666,500	31,152
Diamondback Energy, Inc. (a)	232,617	24,927
Energen Corp. (a)	358,279	18,523
Enterprise Products Partners LP	690,100	16,907
EQT Corp.	853,664	53,388
GasLog Ltd. (b)	1,803,700	31,114
Golar LNG Ltd. (b)	713,748	15,081
Lundin Petroleum AB	1,323,400	31,126
Marathon Petroleum Corp.	682,399	40,767
Newfield Exploration Co. (a)	526,610	16,214
Phillips 66 Co.	330,100	30,066
Plains GP Holdings LP Class A	707,600	14,435
Teekay Corp. (b)	3,146,864	25,490
Teekay LNG Partners LP	1,977,280	34,108
Teekay Offshore Partners LP	8,874,100	22,718
WPX Energy, Inc. (a)	1,877,800	21,182
		541,614

TOTAL ENERGY		643,274

FINANCIALS - 17.2%
Banks - 5.0%
Bank Ireland Group PLC (a)	758,257	5,922
CIT Group, Inc.	1,672,274	77,961
EFG Eurobank Ergasias SA (a)	6,391,260	5,219
First Citizen Bancshares, Inc. Class A	73,592	29,805
PNC Financial Services Group, Inc.	376,100	51,447
Popular, Inc.	337,800	12,391
Prosperity Bancshares, Inc.	165,000	10,854
U.S. Bancorp	2,085,115	113,389
Wells Fargo & Co.	2,059,028	115,594
		422,582
Capital Markets - 2.7%
Apollo Global Management LLC Class A	1,119,832	35,364
Ares Capital Corp. (b)	901,262	14,492
Brookfield Asset Management, Inc. Class A	262,850	11,027
Carlyle Group LP	140,000	3,087
Franklin Resources, Inc.	796,000	33,535
KKR & Co. LP	977,936	19,608
Legg Mason, Inc.	1,193,800	45,579
State Street Corp.	286,300	26,340
The Blackstone Group LP	1,109,704	36,942
		225,974
Consumer Finance - 4.9%
Ally Financial, Inc.	1,346,500	35,184
Capital One Financial Corp.	819,791	75,568
Discover Financial Services	1,917,300	127,558
OneMain Holdings, Inc. (a)	1,291,038	41,016
Synchrony Financial	4,031,100	131,494
		410,820
Diversified Financial Services - 1.4%
Berkshire Hathaway, Inc. Class B (a)	468,689	87,617
Donnelley Financial Solutions, Inc.	1,230,000	26,445
		114,062
Insurance - 3.2%
AFLAC, Inc.	231,446	19,416
AMBAC Financial Group, Inc. (a)	2,040,459	33,219
American International Group, Inc.	96,900	6,261
Chubb Ltd.	555,648	83,803
Fairfax Financial Holdings Ltd. (sub. vtg.)	10,000	5,266
FNF Group	1,554,600	58,173
Greenlight Capital Re, Ltd. (a)	325,043	7,167
Reinsurance Group of America, Inc.	240,593	35,940
Torchmark Corp.	285,851	24,049
		273,294
Mortgage Real Estate Investment Trusts - 0.0%
MFA Financial, Inc.	292,290	2,408

TOTAL FINANCIALS		1,449,140

HEALTH CARE - 6.2%
Biotechnology - 1.2%
Amgen, Inc.	277,700	48,659
Shire PLC sponsored ADR	157,500	23,252
United Therapeutics Corp. (a)	262,700	31,154
		103,065
Health Care Equipment & Supplies - 0.8%
Dentsply Sirona, Inc.	109,300	6,675
Hill-Rom Holdings, Inc.	15,100	1,219
Hologic, Inc. (a)	68,300	2,585
Steris PLC	85,600	7,989
Teleflex, Inc.	36,600	8,673
Zimmer Biomet Holdings, Inc.	332,146	40,396
		67,537
Health Care Providers & Services - 2.2%
Cardinal Health, Inc.	234,600	14,522
Centene Corp. (a)	89,300	8,365
DaVita HealthCare Partners, Inc. (a)	81,800	4,969
Envision Healthcare Corp.	967,172	41,202
Laboratory Corp. of America Holdings (a)	219,047	33,670
McKesson Corp.	214,700	29,603
Patterson Companies, Inc.	68,234	2,525
Quest Diagnostics, Inc.	121,600	11,404
Universal Health Services, Inc. Class B	346,392	35,574
		181,834
Life Sciences Tools & Services - 0.1%
Bio-Rad Laboratories, Inc. Class A (a)	16,600	3,649
Quintiles Transnational Holdings, Inc. (a)	18,400	1,989
		5,638
Pharmaceuticals - 1.9%
Allergan PLC	115,200	20,417
Indivior PLC (a)	3,792,300	18,717
Jazz Pharmaceuticals PLC (a)	525,209	74,333
Mallinckrodt PLC (a)	897,896	28,436
Mylan N.V. (a)	316,500	11,302
Perrigo Co. PLC	47,900	3,879
The Medicines Company (a)	271,501	7,803
		164,887

TOTAL HEALTH CARE		522,961

INDUSTRIALS - 12.0%
Aerospace & Defense - 1.2%
Aerojet Rocketdyne Holdings, Inc. (a)	918,186	28,996
Huntington Ingalls Industries, Inc.	130,400	30,361
KLX, Inc. (a)	446,000	24,468
Ultra Electronics Holdings PLC	657,000	15,916
		99,741
Airlines - 1.7%
American Airlines Group, Inc.	1,655,578	77,514
JetBlue Airways Corp. (a)	2,564,000	49,101
United Continental Holdings, Inc. (a)	323,000	18,889
		145,504
Building Products - 0.2%
Allegion PLC	152,338	12,703
Commercial Services & Supplies - 0.6%
IWG PLC	7,705,200	22,043
KAR Auction Services, Inc.	666,500	31,545
		53,588
Construction & Engineering - 2.0%
AECOM (a)	1,847,488	64,773
Arcadis NV	872,123	20,165
Astaldi SpA	3,366,341	23,332
KBR, Inc.	3,236,745	63,537
		171,807
Electrical Equipment - 1.1%
AMETEK, Inc.	290,340	19,595
Fortive Corp.	156,533	11,311
Regal Beloit Corp.	440,200	35,722
Sensata Technologies Holding BV (a)	458,601	22,430
		89,058
Machinery - 1.0%
Allison Transmission Holdings, Inc.	1,211,865	51,492
SPX Flow, Inc. (a)	858,800	35,408
		86,900
Road & Rail - 1.3%
Avis Budget Group, Inc. (a)	1,619,000	66,784
CSX Corp.	159,587	8,048
Norfolk Southern Corp.	126,800	16,664
Swift Transporation Co. (a)	444,768	18,436
		109,932
Trading Companies & Distributors - 2.9%
AerCap Holdings NV (a)	873,496	45,981
Ashtead Group PLC	1,429,400	36,830
Fortress Transportation & Infrastructure Investors LLC	1,303,100	23,756
HD Supply Holdings, Inc. (a)	1,571,256	55,607
Nexeo Solutions, Inc. (a)	2,044,100	15,106
Nexeo Solutions, Inc. (a)(c)	1,170,000	8,646
WESCO International, Inc. (a)	847,051	53,491
		239,417

TOTAL INDUSTRIALS		1,008,650

INFORMATION TECHNOLOGY - 7.6%
Communications Equipment - 1.1%
CommScope Holding Co., Inc. (a)	1,751,900	56,306
F5 Networks, Inc. (a)	271,500	32,925
		89,231
Electronic Equipment & Components - 1.4%
Avnet, Inc.	263,800	10,499
Cardtronics PLC (a)	1,123,000	25,717
Jabil, Inc.	1,570,103	44,403
TE Connectivity Ltd.	458,966	41,752
		122,371
IT Services - 4.1%
Amdocs Ltd.	984,600	64,097
Cognizant Technology Solutions Corp. Class A	867,800	65,666
Conduent, Inc.	2,347,500	36,339
DXC Technology Co.	625,300	57,227
First Data Corp. Class A (a)	1,658,600	29,540
Leidos Holdings, Inc.	678,649	42,429
Total System Services, Inc.	496,800	35,794
Unisys Corp. (a)(b)	1,943,076	17,002
		348,094
Semiconductors & Semiconductor Equipment - 0.6%
Qualcomm, Inc.	1,016,954	51,875
Software - 0.4%
Micro Focus International PLC	836,500	29,386
Totvs SA	100,900	1,005
		30,391

TOTAL INFORMATION TECHNOLOGY		641,962

MATERIALS - 8.8%
Chemicals - 5.0%
Axalta Coating Systems (a)	1,460,446	48,560
Celanese Corp. Class A	187,200	19,527
CF Industries Holdings, Inc.	892,600	33,901
DowDuPont, Inc.	689,406	49,851
Eastman Chemical Co.	467,503	42,454
FMC Corp.	159,500	14,811
LyondellBasell Industries NV Class A	586,580	60,729
Monsanto Co.	208,500	25,249
PPG Industries, Inc.	116,200	13,507
The Chemours Co. LLC	691,500	39,146
Tronox Ltd. Class A	834,100	22,079
Westlake Chemical Corp.	566,000	48,059
		417,873
Construction Materials - 0.5%
Eagle Materials, Inc.	425,200	44,888
Containers & Packaging - 2.4%
Avery Dennison Corp.	146,956	15,602
Ball Corp.	1,301,000	55,852
Berry Global Group, Inc. (a)	481,100	28,601
Graphic Packaging Holding Co.	3,054,600	47,316
Sealed Air Corp.	753,300	33,318
Silgan Holdings, Inc.	754,000	22,055
		202,744
Metals & Mining - 0.7%
Alcoa Corp.	285,500	13,641
Antofagasta PLC	483,700	6,132
Randgold Resources Ltd. sponsored ADR	152,900	15,025
Steel Dynamics, Inc.	542,065	20,170
		54,968
Paper & Forest Products - 0.2%
Kapstone Paper & Packaging Corp.	884,300	19,861

TOTAL MATERIALS		740,334

REAL ESTATE - 12.4%
Equity Real Estate Investment Trusts (REITs) - 11.4%
American Tower Corp.	735,104	105,612
AvalonBay Communities, Inc.	160,700	29,140
Boston Properties, Inc.	199,400	24,163
Colony NorthStar, Inc.	6,655,108	81,725
Corporate Office Properties Trust (SBI)	1,151,400	36,764
Douglas Emmett, Inc.	1,099,500	43,749
Equinix, Inc.	84,800	39,305
Equity Commonwealth (a)	69,100	2,076
Equity Lifestyle Properties, Inc.	853,461	75,514
Equity Residential (SBI)	456,400	30,697
Essex Property Trust, Inc.	229,300	60,175
Extra Space Storage, Inc.	682,800	55,710
Forest City Realty Trust, Inc. Class A	1,103,995	27,191
General Growth Properties, Inc.	3,262,000	63,479
Grivalia Properties REIC	4,452,702	46,421
iStar Financial, Inc. (a)	2,526,965	29,565
Lamar Advertising Co. Class A	297,900	20,984
National Retail Properties, Inc.	1,192,788	47,926
Outfront Media, Inc.	1,851,500	43,418
Public Storage	55,400	11,482
Safety Income and Growth, Inc.	200,000	3,594
SBA Communications Corp. Class A (a)	16,100	2,531
Simon Property Group, Inc.	39,000	6,058
Spirit Realty Capital, Inc.	3,343,100	27,781
VEREIT, Inc.	1,894,400	14,947
Welltower, Inc.	219,500	14,698
WP Glimcher, Inc.	2,408,200	18,856
		963,561
Real Estate Management & Development - 1.0%
CBRE Group, Inc. (a)	1,387,700	54,564
Kennedy-Wilson Holdings, Inc.	195,642	3,805
Realogy Holdings Corp.	774,005	25,024
		83,393

TOTAL REAL ESTATE		1,046,954

TELECOMMUNICATION SERVICES - 0.2%
Diversified Telecommunication Services - 0.2%
Iridium Communications, Inc. (a)(b)	410,409	4,925
Level 3 Communications, Inc.	247,800	13,290
		18,215
UTILITIES - 8.3%
Electric Utilities - 4.8%
Alliant Energy Corp.	678,300	29,343
Edison International	1,539,293	123,066
Exelon Corp.	447,900	18,010
NextEra Energy, Inc.	173,518	26,907
PG&E Corp.	1,058,900	61,173
Xcel Energy, Inc.	2,830,500	140,166
		398,665
Independent Power and Renewable Electricity Producers - 1.0%
NRG Energy, Inc.	1,428,600	35,715
The AES Corp.	4,666,100	49,601
		85,316
Multi-Utilities - 2.5%
CMS Energy Corp.	634,900	30,710
Public Service Enterprise Group, Inc.	676,400	33,279
Sempra Energy	1,269,897	149,212
		213,201

TOTAL UTILITIES		697,182

TOTAL COMMON STOCKS
(Cost $7,010,265)		8,215,231

Nonconvertible Preferred Stocks - 0.0%
INDUSTRIALS - 0.0%
Aerospace & Defense - 0.0%
Rolls-Royce Holdings PLC (C Shares)
(Cost $58)	47,004,088	62
	Principal Amount (000s)	Value (000s)

Convertible Bonds - 0.1%
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Cobalt International Energy, Inc. 2.625% 12/1/19 (Cost $30,575)	47,770	6,688

U.S. Treasury Obligations - 0.0%
U.S. Treasury Bills, yield at date of purchase 1.02% to 1.09% 11/9/17 to 1/25/18 (d)
(Cost $2,837)	2,840	2,837
	Shares	Value (000s)

Money Market Funds - 3.7%
Fidelity Cash Central Fund, 1.10% (e)	162,196,130	$162,229
Fidelity Securities Lending Cash Central Fund 1.11% (e)(f)	144,656,307	144,671
TOTAL MONEY MARKET FUNDS
(Cost $306,881)		306,900
TOTAL INVESTMENT IN SECURITIES - 101.4%
(Cost $7,350,616)		8,531,718
NET OTHER ASSETS (LIABILITIES) - (1.4)%		(114,607)
NET ASSETS - 100%		$8,417,111

Futures Contracts
	Number of contracts	Expiration Date	Notional Amount (000s)	Value (000s)	Unrealized Appreciation/(Depreciation) (000s)
Purchased
Equity Index Contracts
CME E-mini S&P MidCap 400 Index Contracts (United States)	317	Dec. 2017	$58,135	$71	$71

The notional amount of futures purchased as a percentage of Net Assets is 0.7%

Legend

(a) Non-income producing

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

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $2,309,000.

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Nexeo Solutions, Inc.	6/9/16	$11,700

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	$1,481
Fidelity Securities Lending Cash Central Fund	1,118
Total	$2,599

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Realized Gain (loss)	Change in Unrealized appreciation (depreciation)	Value, end of period
iStar Financial, Inc.	$49,984	$13,606	$36,125	$--	$(4,644)	$6,744	$--
R1 RCM, Inc. (formerly Accretive Health, Inc.)	13,132	--	21,097	--	6,387	1,578	--
Teekay Offshore Partners LP	27,989	13,176	--	--	--	(15,841)	--
Total	$91,105	$26,782	$57,222	$--	$1,743	$(7,519)	$--

Investment Valuation

	Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
(Amounts in thousands)
Investments in Securities:
Equities:
Consumer Discretionary	$1,046,562	$1,046,562	$--	$--
Consumer Staples	399,997	399,997	--	--
Energy	643,274	643,274	--	--
Financials	1,449,140	1,449,140	--	--
Health Care	522,961	522,961	--	--
Industrials	1,008,712	1,008,712	--	--
Information Technology	641,962	641,962	--	--
Materials	740,334	740,334	--	--
Real Estate	1,046,954	1,046,954	--	--
Telecommunication Services	18,215	18,215	--	--
Utilities	697,182	697,182	--	--
Corporate Bonds	6,688	--	6,688	--
U.S. Government and Government Agency Obligations	2,837	--	2,837	--
Money Market Funds	306,900	306,900	--	--
Total Investments in Securities:	$8,531,718	$8,522,193	$9,525	$--
Derivative Instruments:
Assets
Futures Contracts	$71	$71	$--	$--
Total Assets	$71	$71	$--	$--
Total Derivative Instruments:	$71	$71	$--	$--

Value of Derivative Instruments

Primary Risk Exposure / Derivative Type	Value (000s)
	Asset	Liability
(Amounts in thousands)
Equity Risk
Futures Contracts(a)	$71	$0
Total Equity Risk	71	0
Total Value of Derivatives	$71	$0

Other Information

Distribution of investments by country or territory of incorporation, as a percentage of Total Net Assets, is as follows (Unaudited):

United States of America	84.1%
United Kingdom	2.2%
Netherlands	1.9%
Ireland	1.8%
Switzerland	1.5%
Bailiwick of Jersey	1.4%
Bermuda	1.3%
Marshall Islands	1.0%
Others (Individually Less Than 1%)	4.8%
	100.0%

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

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)		October 31, 2017
Assets
Investment in securities, at value (including securities loaned of $137,000) — See accompanying schedule: Unaffiliated issuers (cost $7,043,735)	$8,224,818
Fidelity Central Funds (cost $306,881)	306,900
Total Investment in Securities (cost $7,350,616)		$8,531,718
Cash		69
Foreign currency held at value (cost $1,714)		1,715
Receivable for investments sold		63,884
Receivable for fund shares sold		1,384
Dividends receivable		3,542
Interest receivable		522
Distributions receivable from Fidelity Central Funds		387
Receivable for daily variation margin on futures contracts		288
Prepaid expenses		19
Other receivables		821
Total assets		8,604,349
Liabilities
Payable for investments purchased	$32,744
Payable for fund shares redeemed	4,750
Accrued management fee	3,317
Other affiliated payables	1,036
Other payables and accrued expenses	717
Collateral on securities loaned	144,674
Total liabilities		187,238
Net Assets		$8,417,111
Net Assets consist of:
Paid in capital		$6,901,433
Undistributed net investment income		97,741
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		236,787
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,181,150
Net Assets		$8,417,111
Value:
Net Asset Value, offering price and redemption price per share ($7,344,298 ÷ 60,233 shares)		$121.93
Class K:
Net Asset Value, offering price and redemption price per share ($1,072,813 ÷ 8,785 shares)		$122.12

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

Statement of Operations

Amounts in thousands		Year ended October 31, 2017
Investment Income
Dividends		$141,068
Special dividends		23,197
Interest		6,750
Income from Fidelity Central Funds		2,599
Total income		173,614
Expenses
Management fee
Basic fee	$45,330
Performance adjustment	(10,964)
Transfer agent fees	11,161
Accounting and security lending fees	1,237
Custodian fees and expenses	222
Independent trustees' fees and expenses	33
Appreciation in deferred trustee compensation account	1
Registration fees	84
Audit	86
Legal	28
Miscellaneous	66
Total expenses before reductions	47,284
Expense reductions	(521)	46,763
Net investment income (loss)		126,851
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	552,247
Fidelity Central Funds	(9)
Other affiliated issuers	1,743
Foreign currency transactions	89
Futures contracts	2,345
Total net realized gain (loss)		556,415
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers	802,564
Fidelity Central Funds	(27)
Other affiliated issuers	(7,519)
Assets and liabilities in foreign currencies	(26)
Futures contracts	824
Total change in net unrealized appreciation (depreciation)		795,816
Net gain (loss)		1,352,231
Net increase (decrease) in net assets resulting from operations		$1,479,082

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

Statement of Changes in Net Assets

Amounts in thousands	Year ended October 31, 2017	Year ended October 31, 2016
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$126,851	$136,912
Net realized gain (loss)	556,415	(275,796)
Change in net unrealized appreciation (depreciation)	795,816	298,687
Net increase (decrease) in net assets resulting from operations	1,479,082	159,803
Distributions to shareholders from net investment income	(100,620)	(92,657)
Distributions to shareholders from net realized gain	(1,989)	(740,268)
Total distributions	(102,609)	(832,925)
Share transactions - net increase (decrease)	(621,951)	(505,387)
Total increase (decrease) in net assets	754,522	(1,178,509)
Net Assets
Beginning of period	7,662,589	8,841,098
End of period	$8,417,111	$7,662,589
Other Information
Undistributed net investment income end of period	$97,741	$76,377

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

Financial Highlights

Fidelity Value Fund

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$102.99	$110.73	$113.00	$99.54	$74.14
Income from Investment Operations
Net investment income (loss)^A	1.75^B	1.70	1.17	1.02	1.13
Net realized and unrealized gain (loss)	18.57	1.07	(.99)^C	13.47	25.28
Total from investment operations	20.32	2.77	.18	14.49	26.41
Distributions from net investment income	(1.35)	(1.15)	(.91)	(.86)	(1.01)
Distributions from net realized gain	(.03)	(9.36)	(1.54)	(.16)	–
Total distributions	(1.38)	(10.51)	(2.45)	(1.03)^D	(1.01)
Net asset value, end of period	$121.93	$102.99	$110.73	$113.00	$99.54
Total Return^E	19.86%	2.85%	.12%^C	14.68%	36.07%
Ratios to Average Net Assets^F,^G
Expenses before reductions	.58%	.62%	.79%	.73%	.67%
Expenses net of fee waivers, if any	.58%	.62%	.79%	.73%	.67%
Expenses net of all reductions	.57%	.61%	.78%	.73%	.65%
Net investment income (loss)	1.51%^B	1.71%	1.02%	.95%	1.30%
Supplemental Data
Net assets, end of period (in millions)	$7,344	$6,741	$7,437	$8,024	$7,153
Portfolio turnover rate^H	73%	72%	80%	81%	99%

^A Calculated based on average shares outstanding during the period.

^D Total distributions of $1.03 per share is comprised of distributions from net investment income of $.864 and distributions from net realized gain of $.164 per share.

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

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

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

Fidelity Value Fund Class K

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$103.15	$110.91	$113.17	$99.70	$74.27
Income from Investment Operations
Net investment income (loss)^A	1.86^B	1.82	1.30	1.15	1.25
Net realized and unrealized gain (loss)	18.60	1.06	(.99)^C	13.47	25.30
Total from investment operations	20.46	2.88	.31	14.62	26.55
Distributions from net investment income	(1.47)	(1.28)	(1.03)	(.98)	(1.12)
Distributions from net realized gain	(.03)	(9.36)	(1.54)	(.16)	–
Total distributions	(1.49)^D	(10.64)	(2.57)	(1.15)^E	(1.12)
Net asset value, end of period	$122.12	$103.15	$110.91	$113.17	$99.70
Total Return^F	19.98%	2.96%	.24%^C	14.81%	36.26%
Ratios to Average Net Assets^G,^H
Expenses before reductions	.48%	.50%	.68%	.62%	.54%
Expenses net of fee waivers, if any	.48%	.50%	.68%	.62%	.54%
Expenses net of all reductions	.48%	.49%	.67%	.61%	.52%
Net investment income (loss)	1.61%^B	1.82%	1.13%	1.07%	1.42%
Supplemental Data
Net assets, end of period (in millions)	$1,073	$922	$1,404	$1,499	$1,261
Portfolio turnover rate^I	73%	72%	80%	81%	99%

^A Calculated based on average shares outstanding during the period.

^D Total distributions of $1.49 per share is comprised of distributions from net investment income of $1.467 and distributions from net realized gain of $.027 per share.

^E Total distributions of $1.15 per share is comprised of distributions from net investment income of $.983 and distributions from net realized gain of $.164 per share.

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

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

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

Notes to Financial Statements

For the period ended October 31, 2017
(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

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:

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 and U.S. government and government agency obligations 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.

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 includes 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. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. 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.

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation	$1,552,730
Gross unrealized depreciation	(411,038)
Net unrealized appreciation (depreciation)	$1,141,692
Tax Cost	$7,390,026

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$277,987
Undistributed long-term capital gain	$99,142
Net unrealized appreciation (depreciation) on securities and other investments	$1,139,157

The tax character of distributions paid was as follows:

	October 31, 2017	October 31, 2016
Ordinary Income	$102,609	$ 236,991
Long-term Capital Gains	–	595,934
Total	$102,609	$ 832,925

4. Derivative Instruments.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $5,881,389 and $6,494,688, respectively.

6. 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 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 Value as compared to its benchmark index, the Russell Midcap Value Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .41% 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 Value, except for Class K. 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 Class-Level Average Net Assets
Value	$10,682	.15
Class K	479	.05
	$11,161

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $204.

7. 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 $26 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. 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. The Fund or borrower may terminate the loan at any time, and 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 $6,383. 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 $1,118, including $33 from securities loaned to FCM.

9. Expense Reductions.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $74.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Year ended October 31, 2017	Year ended October 31, 2016
From net investment income
Value	$87,700	$76,677
Class K	12,920	15,980
Total	$100,620	$92,657
From net realized gain
Value	$1,751	$623,752
Class K	238	116,516
Total	$1,989	$740,268

11. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

	Shares	Shares	Dollars	Dollars
	Year ended October 31, 2017	Year ended October 31, 2016	Year ended October 31, 2017	Year ended October 31, 2016
Value
Shares sold	3,128	4,754	$356,778	$467,524
Reinvestment of distributions	755	6,670	84,080	662,418
Shares redeemed	(9,105)	(13,132)	(1,047,226)	(1,315,307)
Net increase (decrease)	(5,222)	(1,708)	$(606,368)	$(185,365)
Class K
Shares sold	2,081	1,689	$241,638	$165,410
Reinvestment of distributions	118	1,333	13,157	132,496
Shares redeemed	(2,349)	(6,749)	(270,378)	(617,928)
Net increase (decrease)	(150)	(3,727)	$(15,583)	$(320,022)

12. Other.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and Shareholders of Fidelity Value 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 Value Fund (a fund of Fidelity Capital Trust) as of October 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, 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 Value 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. Our procedures included confirmation of securities owned as of October 31, 2017 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
December 13, 2017

Trustees and Officers

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

Correspondence intended for a Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

* Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR.

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Advisory Board Members and Officers:

Correspondence intended for an officer or Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

Thomas C. Hense (1964)

Year of Election or Appointment: 2008, 2010, or 2015

Vice President

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello is an employee of Fidelity Investments (1995-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2017 to October 31, 2017).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio-^A	Beginning Account Value May 1, 2017	Ending Account Value October 31, 2017	Expenses Paid During Period-^B May 1, 2017 to October 31, 2017
Value	.62%
Actual		$1,000.00	$1,049.80	$3.20
Hypothetical-^C		$1,000.00	$1,022.08	$3.16
Class K	.52%
Actual		$1,000.00	$1,050.20	$2.69
Hypothetical-^C		$1,000.00	$1,022.58	$2.65

^A Annualized expense ratio reflects expenses net of applicable fee waivers.

^B 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).

^C 5% return per year before expenses

Distributions (Unaudited)

	Pay Date	Record Date	Dividends	Capital Gains
Fidelity Value Fund
Value	12/11/17	12/08/17	$1.651	$4.090
Class K	12/11/17	12/08/17	$1.782	$4.090

The fund designates 89%; Class K designates 83%; of the dividends distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Value Fund

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should continue to benefit the shareholders of the fund.

Fidelity Value Fund

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee rate as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board noted the impact of the fund's performance adjustment. The Board also noted that Fidelity may agree to waive fees and expenses from time to time, and the extent to which, if any, it has done so for the fund. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below the competitive median for 2016.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

VAL-K-ANN-1217
1.863247.109

Fidelity® Disciplined Equity Fund

Class K

Annual Report

October 31, 2017

Contents

Performance
Management's Discussion of Fund Performance
Investment Summary
Investments
Financial Statements
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
Trustees and Officers
Shareholder Expense Example
Distributions
Board Approval of Investment Advisory Contracts and Management Fees

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.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Performance: The Bottom Line

Average Annual Total Returns

For the periods ended October 31, 2017	Past 1 year	Past 5 years	Past 10 years
Class K	22.65%	14.36%	5.18%

The initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008 are those of Fidelity® Disciplined Equity Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Disciplined Equity Fund - Class K on October 31, 2007.

The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

See above for additional information regarding the performance of Class K.

	Period Ending Values
	$16,563	Fidelity® Disciplined Equity Fund - Class K
	$20,638	S&P 500® Index

Management's Discussion of Fund Performance

Investment Summary (Unaudited)

Top Ten Stocks as of October 31, 2017

	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	4.8	4.5
Alphabet, Inc. Class A	3.3	3.1
Facebook, Inc. Class A	2.7	2.2
Johnson & Johnson	2.5	2.2
Berkshire Hathaway, Inc. Class B	2.4	2.3
Bank of America Corp.	2.1	1.4
Wells Fargo & Co.	1.9	1.9
Chevron Corp.	1.8	1.7
UnitedHealth Group, Inc.	1.8	1.6
Microsoft Corp.	1.7	2.2
	25.0

Top Five Market Sectors as of October 31, 2017

	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	26.5	21.5
Health Care	15.0	16.2
Financials	12.7	12.1
Consumer Discretionary	10.7	11.1
Consumer Staples	9.2	10.4

Asset Allocation (% of fund's net assets)

As of October 31, 2017 ^*
	Stocks	98.7%
	Short-Term Investments and Net Other Assets (Liabilities)	1.3%

* Foreign investments - 7.3%

As of April 30, 2017 ^*
	Stocks	98.3%
	Short-Term Investments and Net Other Assets (Liabilities)	1.7%

* Foreign investments - 7.6%

Investments October 31, 2017

Showing Percentage of Net Assets

Common Stocks - 98.7%
	Shares	Value (000s)
CONSUMER DISCRETIONARY - 10.7%
Hotels, Restaurants & Leisure - 5.7%
Carnival Corp.	158,153	$10,500
Darden Restaurants, Inc.	54,041	4,446
Marriott International, Inc. Class A	87,143	10,412
McDonald's Corp.	114,479	19,108
Royal Caribbean Cruises Ltd.	98,274	12,163
U.S. Foods Holding Corp. (a)	365,647	9,975
Wyndham Worldwide Corp.	107,850	11,524
		78,128
Household Durables - 0.6%
CalAtlantic Group, Inc.	166,942	8,237
Internet & Direct Marketing Retail - 1.4%
Liberty Interactive Corp. QVC Group Series A (a)	437,424	9,938
Netflix, Inc. (a)	35,059	6,887
Priceline Group, Inc. (a)	1,036	1,981
		18,806
Media - 0.8%
Charter Communications, Inc. Class A (a)	1,321	441
Comcast Corp. Class A	291,014	10,485
		10,926
Multiline Retail - 0.7%
Dollar Tree, Inc. (a)	22,890	2,089
Macy's, Inc.	413,819	7,763
		9,852
Specialty Retail - 0.7%
Best Buy Co., Inc.	174,561	9,772
Textiles, Apparel & Luxury Goods - 0.8%
PVH Corp.	86,607	10,983

TOTAL CONSUMER DISCRETIONARY		146,704

CONSUMER STAPLES - 9.2%
Beverages - 0.6%
The Coca-Cola Co.	194,033	8,922
Food & Staples Retailing - 2.4%
CVS Health Corp.	201,060	13,779
Wal-Mart Stores, Inc.	218,385	19,067
		32,846
Food Products - 3.4%
Bunge Ltd.	152,104	10,462
ConAgra Foods, Inc.	331,527	11,325
Pilgrim's Pride Corp. (a)(b)	352,823	11,213
The J.M. Smucker Co.	100,425	10,650
Tyson Foods, Inc. Class A	39,335	2,868
		46,518
Household Products - 1.4%
Procter & Gamble Co.	224,172	19,355
Tobacco - 1.4%
Philip Morris International, Inc.	187,214	19,590

TOTAL CONSUMER STAPLES		127,231

ENERGY - 6.1%
Oil, Gas & Consumable Fuels - 6.1%
Chevron Corp.	211,039	24,457
ConocoPhillips Co.	31,001	1,586
Exxon Mobil Corp.	192,351	16,032
HollyFrontier Corp.	112,311	4,150
Kinder Morgan, Inc.	409,656	7,419
Phillips 66 Co.	143,651	13,084
The Williams Companies, Inc.	139,427	3,974
Valero Energy Corp.	168,910	13,325
		84,027
FINANCIALS - 12.7%
Banks - 7.4%
Bank of America Corp.	1,034,919	28,346
Citigroup, Inc.	314,865	23,143
JPMorgan Chase & Co.	234,024	23,545
Wells Fargo & Co.	476,902	26,773
		101,807
Consumer Finance - 1.1%
Capital One Financial Corp.	155,072	14,295
Santander Consumer U.S.A. Holdings, Inc.	18,722	312
		14,607
Diversified Financial Services - 2.4%
Berkshire Hathaway, Inc. Class B (a)	178,612	33,390
Insurance - 0.3%
Chubb Ltd.	25,778	3,888
Mortgage Real Estate Investment Trusts - 1.5%
AGNC Investment Corp.	489,232	9,848
Annaly Capital Management, Inc.	769,627	8,820
New Residential Investment Corp.	146,255	2,578
		21,246

TOTAL FINANCIALS		174,938

HEALTH CARE - 15.0%
Biotechnology - 2.5%
Alexion Pharmaceuticals, Inc. (a)	64,633	7,734
Amgen, Inc.	104,378	18,289
Biogen, Inc. (a)	15,722	4,900
Celgene Corp. (a)	31,609	3,192
		34,115
Health Care Equipment & Supplies - 1.1%
Danaher Corp.	161,134	14,868
Health Care Providers & Services - 6.4%
Anthem, Inc.	33,977	7,108
Centene Corp. (a)	93,307	8,740
Cigna Corp.	73,374	14,471
Express Scripts Holding Co. (a)	166,606	10,211
Humana, Inc.	51,535	13,159
McKesson Corp.	73,135	10,084
UnitedHealth Group, Inc.	114,562	24,083
		87,856
Life Sciences Tools & Services - 0.3%
Agilent Technologies, Inc.	69,944	4,758
Pharmaceuticals - 4.7%
Allergan PLC	64,753	11,476
Johnson & Johnson	250,823	34,967
Mallinckrodt PLC (a)	151,423	4,796
Pfizer, Inc.	379,275	13,297
		64,536

TOTAL HEALTH CARE		206,133

INDUSTRIALS - 8.3%
Aerospace & Defense - 1.1%
Spirit AeroSystems Holdings, Inc. Class A	128,919	10,326
United Technologies Corp.	44,205	5,294
		15,620
Airlines - 0.7%
Copa Holdings SA Class A	81,350	10,022
Building Products - 0.2%
Owens Corning	27,608	2,283
Construction & Engineering - 1.5%
AECOM (a)	301,326	10,564
Jacobs Engineering Group, Inc.	182,589	10,629
		21,193
Electrical Equipment - 0.8%
AMETEK, Inc.	117,973	7,962
Regal Beloit Corp.	39,468	3,203
		11,165
Machinery - 2.4%
Allison Transmission Holdings, Inc.	69,281	2,944
Caterpillar, Inc.	122,836	16,681
Cummins, Inc.	72,126	12,758
		32,383
Professional Services - 0.8%
Manpower, Inc.	89,371	11,018
Trading Companies & Distributors - 0.8%
MSC Industrial Direct Co., Inc. Class A	51	4
WESCO International, Inc. (a)	172,716	10,907
		10,911

TOTAL INDUSTRIALS		114,595

INFORMATION TECHNOLOGY - 26.5%
Electronic Equipment & Components - 0.7%
Jabil, Inc.	332,906	9,415
Internet Software & Services - 6.3%
Alphabet, Inc.:
Class A (a)	44,480	45,950
Class C (a)	3,230	3,284
Facebook, Inc. Class A (a)	206,851	37,246
		86,480
IT Services - 5.1%
Accenture PLC Class A	17,220	2,451
Alliance Data Systems Corp.	45,784	10,243
Cognizant Technology Solutions Corp. Class A	184,905	13,992
Conduent, Inc.	392,190	6,071
CSRA, Inc.	31,910	1,021
DXC Technology Co.	115,752	10,594
Euronet Worldwide, Inc. (a)	8,410	813
First Data Corp. Class A (a)	263,059	4,685
Genpact Ltd.	86,679	2,639
Leidos Holdings, Inc.	175,785	10,990
MasterCard, Inc. Class A	46,880	6,974
		70,473
Semiconductors & Semiconductor Equipment - 3.6%
Broadcom Ltd.	66,164	17,461
First Solar, Inc. (a)	99,228	5,440
Micron Technology, Inc. (a)	335,709	14,875
ON Semiconductor Corp. (a)	564,383	12,033
		49,809
Software - 5.2%
Adobe Systems, Inc. (a)	42,273	7,405
Electronic Arts, Inc. (a)	63,535	7,599
Intuit, Inc.	85,795	12,957
Microsoft Corp.	284,250	23,644
Oracle Corp.	400,248	20,373
		71,978
Technology Hardware, Storage & Peripherals - 5.6%
Apple, Inc.	392,793	66,395
Western Digital Corp.	112,473	10,040
		76,435

TOTAL INFORMATION TECHNOLOGY		364,590

MATERIALS - 4.5%
Chemicals - 3.2%
FMC Corp.	122,895	11,412
LyondellBasell Industries NV Class A	130,332	13,493
Platform Specialty Products Corp. (a)	725,829	7,766
The Chemours Co. LLC	198,806	11,254
		43,925
Metals & Mining - 1.3%
Freeport-McMoRan, Inc. (a)	797,646	11,151
United States Steel Corp. (b)	286,368	7,251
		18,402

TOTAL MATERIALS		62,327

REAL ESTATE - 1.9%
Equity Real Estate Investment Trusts (REITs) - 1.2%
Colony NorthStar, Inc.	202,165	2,483
Corrections Corp. of America	337,115	8,313
Welltower, Inc.	81,454	5,454
		16,250
Real Estate Management & Development - 0.7%
Realogy Holdings Corp.	297,863	9,630

TOTAL REAL ESTATE		25,880

TELECOMMUNICATION SERVICES - 0.7%
Wireless Telecommunication Services - 0.7%
T-Mobile U.S., Inc. (a)	165,984	9,921
UTILITIES - 3.1%
Electric Utilities - 2.3%
Exelon Corp.	337,101	13,555
FirstEnergy Corp.	250,511	8,254
NextEra Energy, Inc.	64,414	9,989
		31,798
Independent Power and Renewable Electricity Producers - 0.8%
The AES Corp.	951,568	10,115

TOTAL UTILITIES		41,913

TOTAL COMMON STOCKS
(Cost $1,183,931)		1,358,259

Money Market Funds - 2.0%
Fidelity Cash Central Fund, 1.10% (c)	18,269,243	18,273
Fidelity Securities Lending Cash Central Fund 1.11% (c)(d)	9,808,361	9,809
TOTAL MONEY MARKET FUNDS
(Cost $28,083)		28,082
TOTAL INVESTMENT IN SECURITIES - 100.7%
(Cost $1,212,014)		1,386,341
NET OTHER ASSETS (LIABILITIES) - (0.7)%		(9,405)
NET ASSETS - 100%		$1,376,936

Legend

(a) Non-income producing

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

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

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	$171
Fidelity Securities Lending Cash Central Fund	32
Total	$203

Investment Valuation

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

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)		October 31, 2017
Assets
Investment in securities, at value (including securities loaned of $9,453) — See accompanying schedule: Unaffiliated issuers (cost $1,183,931)	$1,358,259
Fidelity Central Funds (cost $28,083)	28,082
Total Investment in Securities (cost $1,212,014)		$1,386,341
Receivable for fund shares sold		769
Dividends receivable		903
Distributions receivable from Fidelity Central Funds		22
Prepaid expenses		3
Other receivables		443
Total assets		1,388,481
Liabilities
Payable for fund shares redeemed	596
Accrued management fee	444
Other affiliated payables	192
Other payables and accrued expenses	503
Collateral on securities loaned	9,810
Total liabilities		11,545
Net Assets		$1,376,936
Net Assets consist of:
Paid in capital		$1,151,468
Undistributed net investment income		11,985
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		39,156
Net unrealized appreciation (depreciation) on investments		174,327
Net Assets		$1,376,936
Disciplined Equity:
Net Asset Value, offering price and redemption price per share ($1,266,377 ÷ 32,506 shares)		$38.96
Class K:
Net Asset Value, offering price and redemption price per share ($110,559 ÷ 2,840 shares)		$38.93

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

Statement of Operations

Amounts in thousands		Year ended October 31, 2017
Investment Income
Dividends		$24,484
Income from Fidelity Central Funds		203
Total income		24,687
Expenses
Management fee
Basic fee	$7,190
Performance adjustment	(2,542)
Transfer agent fees	1,840
Accounting and security lending fees	421
Custodian fees and expenses	21
Independent trustees' fees and expenses	5
Registration fees	43
Audit	72
Legal	7
Miscellaneous	12
Total expenses before reductions	7,069
Expense reductions	(15)	7,054
Net investment income (loss)		17,633
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	144,459
Fidelity Central Funds	1
Futures contracts	(2)
Total net realized gain (loss)		144,458
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers	105,059
Fidelity Central Funds	(4)
Total change in net unrealized appreciation (depreciation)		105,055
Net gain (loss)		249,513
Net increase (decrease) in net assets resulting from operations		$267,146

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

Statement of Changes in Net Assets

Amounts in thousands	Year ended October 31, 2017	Year ended October 31, 2016
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$17,633	$18,118
Net realized gain (loss)	144,458	1,549
Change in net unrealized appreciation (depreciation)	105,055	(20,684)
Net increase (decrease) in net assets resulting from operations	267,146	(1,017)
Distributions to shareholders from net investment income	(18,783)	(15,984)
Distributions to shareholders from net realized gain	–	(73,227)
Total distributions	(18,783)	(89,211)
Share transactions - net increase (decrease)	(125,908)	(169,880)
Total increase (decrease) in net assets	122,455	(260,108)
Net Assets
Beginning of period	1,254,481	1,514,589
End of period	$1,376,936	$1,254,481
Other Information
Undistributed net investment income end of period	$11,985	$14,124

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

Financial Highlights

Fidelity Disciplined Equity Fund

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$32.26	$34.19	$35.18	$31.30	$24.47
Income from Investment Operations
Net investment income (loss)^A	.47	.42	.35	.41	.53
Net realized and unrealized gain (loss)	6.72	(.34)^B	1.26	4.43	6.85
Total from investment operations	7.19	.08	1.61	4.84	7.38
Distributions from net investment income	(.49)	(.36)	(.38)	(.69)	(.55)
Distributions from net realized gain	–	(1.65)	(2.22)	(.27)	–
Total distributions	(.49)	(2.01)	(2.60)	(.96)	(.55)
Net asset value, end of period	$38.96	$32.26	$34.19	$35.18	$31.30
Total Return^C	22.51%	.16%^B	4.66%	15.80%	30.80%
Ratios to Average Net Assets^D,^E
Expenses before reductions	.54%	.68%	.89%	.50%	.07%
Expenses net of fee waivers, if any	.54%	.68%	.89%	.50%	.07%
Expenses net of all reductions	.54%	.68%	.89%	.50%	(.01)%^F
Net investment income (loss)	1.33%	1.30%	1.02%	1.24%	1.97%
Supplemental Data
Net assets, end of period (in millions)	$1,266	$1,150	$1,385	$1,238	$1,156
Portfolio turnover rate^G	184%	179%	187%	184%	156%

^A Calculated based on average shares outstanding during the period.

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

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

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

Fidelity Disciplined Equity Fund Class K

Years ended October 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$32.23	$34.16	$35.15	$31.29	$24.49
Income from Investment Operations
Net investment income (loss)^A	.51	.45	.38	.45	.61
Net realized and unrealized gain (loss)	6.71	(.34)^B	1.27	4.41	6.79
Total from investment operations	7.22	.11	1.65	4.86	7.40
Distributions from net investment income	(.52)	(.39)	(.42)	(.73)	(.60)
Distributions from net realized gain	–	(1.65)	(2.22)	(.27)	–
Total distributions	(.52)	(2.04)	(2.64)	(1.00)	(.60)
Net asset value, end of period	$38.93	$32.23	$34.16	$35.15	$31.29
Total Return^C	22.65%	.26%^B	4.78%	15.89%	30.96%
Ratios to Average Net Assets^D,^E
Expenses before reductions	.44%	.57%	.79%	.39%	(.18)%^F
Expenses net of fee waivers, if any	.44%	.57%	.79%	.39%	(.18)%^F
Expenses net of all reductions	.44%	.57%	.79%	.39%	(.26)%^F,^G
Net investment income (loss)	1.43%	1.41%	1.12%	1.35%	2.22%
Supplemental Data
Net assets, end of period (in millions)	$111	$104	$129	$158	$153
Portfolio turnover rate^H	184%	179%	187%	184%	156%

^A Calculated based on average shares outstanding during the period.

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

^F Expense ratio is negative due to the timing of negative management fee performance adjustments in relation to fluctuating net assets of the class.

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

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

Notes to Financial Statements

For the period ended October 31, 2017
(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fair Value Committee (the Committee) established by the Fund's investment adviser. In accordance with valuation policies and procedures approved by 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 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 reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

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:

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.

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 includes 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. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. 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.

Book-tax differences are primarily due to futures contracts, deferred trustees compensation, capital loss carryforwards, expiring capital loss carryforwards, and losses deferred due to wash sales.

As of period end, the cost and unrealized appreciation (depreciation) in securities, and derivatives if applicable, for federal income tax purposes were as follows:

Gross unrealized appreciation	$200,488
Gross unrealized depreciation	(26,316)
Net unrealized appreciation (depreciation)	$174,172
Tax Cost	$1,212,169

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$12,429
Undistributed long-term capital gain	$39,311
Net unrealized appreciation (depreciation) on securities and other investments	$174,171

The tax character of distributions paid was as follows:

	October 31, 2017	October 31, 2016
Ordinary Income	$18,783	$ 20,028
Long-term Capital Gains	–	69,183
Total	$18,783	$ 89,211

4. Derivative Instruments.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is presented in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,388,781 and $2,492,838, respectively.

6. 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 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 Disciplined Equity as compared to its benchmark index, the S&P 500 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .35% 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 Disciplined Equity. 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 Class-Level Average Net Assets
Disciplined Equity	$1,788	.15
Class K	52	.05
	$1,840

7. 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 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

9. Expense Reductions.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $12.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Year ended October 31, 2017	Year ended October 31, 2016
From net investment income
Disciplined Equity	$17,115	$14,547
Class K	1,668	1,437
Total	$18,783	$15,984
From net realized gain
Disciplined Equity	$–	$67,155
Class K	–	6,072
Total	$–	$73,227

11. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

	Shares	Shares	Dollars	Dollars
	Year ended October 31, 2017	Year ended October 31, 2016	Year ended October 31, 2017	Year ended October 31, 2016
Disciplined Equity
Shares sold	819	3,217	$29,054	$102,377
Reinvestment of distributions	474	2,353	15,948	76,727
Shares redeemed	(4,440)	(10,442)	(156,370)	(331,619)
Net increase (decrease)	(3,147)	(4,872)	$(111,368)	$(152,515)
Class K
Shares sold	301	426	$10,549	$13,646
Reinvestment of distributions	50	231	1,668	7,509
Shares redeemed	(750)	(1,201)	(26,757)	(38,520)
Net increase (decrease)	(399)	(544)	$(14,540)	$(17,365)

12. Other.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and Shareholders of Fidelity Disciplined Equity 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 Disciplined Equity Fund (a fund of Fidelity Capital Trust) as of October 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, 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 Disciplined Equity 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. Our procedures included confirmation of securities owned as of October 31, 2017 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
December 13, 2017

Trustees and Officers

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

Correspondence intended for a Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

* Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various entities under common control with FMR.

Independent Trustees:

Correspondence intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience+

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

William S. Stavropoulos (1939)

Year of Election or Appointment: 2002

Trustee

Vice Chairman of the Independent Trustees

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Advisory Board Members and Officers:

Correspondence intended for an officer or Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello is an employee of Fidelity Investments (1995-present).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2017 to October 31, 2017).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio-^A	Beginning Account Value May 1, 2017	Ending Account Value October 31, 2017	Expenses Paid During Period-^B May 1, 2017 to October 31, 2017
Disciplined Equity	.55%
Actual		$1,000.00	$1,090.40	$2.90
Hypothetical-^C		$1,000.00	$1,022.43	$2.80
Class K	.45%
Actual		$1,000.00	$1,091.10	$2.37
Hypothetical-^C		$1,000.00	$1,022.94	$2.29

^A Annualized expense ratio reflects expenses net of applicable fee waivers.

^B 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).

^C 5% return per year before expenses

Distributions (Unaudited)

	Pay Date	Record Date	Dividends	Capital Gains
Fidelity Disciplined Equity Fund
Disciplined Equity	12/11/17	12/08/17	$0.452	$1.121
Class K	12/11/17	12/08/17	$0.490	$1.121

Disciplined Equity Fund designates 100% and Class K designates 93% of the dividends distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund will notify shareholders in January 2018 of amounts for use in preparing 2017 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Disciplined Equity Fund

The Board has discussed the fund's underperformance with FMR, including the fund's investment strategy, the portfolio management team, and broader trends in the market that may have impacted the fund's performance, and has engaged with FMR to consider what steps might be taken to remediate the fund's underperformance. The Board noted that there was a portfolio management change for the fund in January 2014.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should continue to benefit the shareholders of the fund.

Fidelity Disciplined Equity Fund

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee rate as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board noted the impact of the fund's performance adjustment. The Board also noted that Fidelity may agree to waive fees and expenses from time to time, and the extent to which, if any, it has done so for the fund. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below the competitive median for 2016.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

FDE-K-ANN-1217
1.863075.109

Item 2.

Code of Ethics

As of the end of the period, October 31, 2017, Fidelity Capital Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3.

Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Joseph Mauriello is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Mauriello is independent for purposes of Item 3 of Form N-CSR.

Item 4.

Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte Entities”) in each of the last two fiscal years for services rendered to Fidelity Flex Small Cap Fund and Fidelity Stock Selector Small Cap Fund (the “Funds”):

Services Billed by Deloitte Entities

October 31, 2017 Fees^A,B


	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Flex Small Cap Fund	$33,000	$-	$4,900	$600
Fidelity Stock Selector Small Cap Fund	$49,000	$100	$5,100	$1,300

October 31, 2016 Fees^A,B,C


	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Flex Small Cap Fund	$-	$-	$-	$-
Fidelity Stock Selector Small Cap Fund	$46,000	$100	$5,400	$1,300

^AAmounts may reflect rounding.

^BFidelity Flex Small Cap Fund commenced operations on March 7, 2017.

^CCertain amounts have been reclassified to align with current period presentation.

The following table presents fees billed by PricewaterhouseCoopers LLP (“PwC”) in each of the last two fiscal years for services rendered to Fidelity Capital Appreciation Fund, Fidelity Disciplined Equity Fund, Fidelity Focused Stock Fund, and Fidelity Value Fund (the “Funds”):

Services Billed by PwC

October 31, 2017 Fees^A


	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Capital Appreciation Fund	$53,000	$4,900	$3,500	$2,400
Fidelity Disciplined Equity Fund	$58,000	$5,400	$5,200	$2,600
Fidelity Focused Stock Fund	$35,000	$3,300	$3,500	$1,600
Fidelity Value Fund	$61,000	$5,800	$7,000	$2,700

October 31, 2016 Fees^A,B


	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Capital Appreciation Fund	$53,000	$6,200	$3,500	$2,900
Fidelity Disciplined Equity Fund	$60,000	$5,600	$3,500	$2,700
Fidelity Focused Stock Fund	$37,000	$3,800	$4,100	$1,800
Fidelity Value Fund	$61,000	$7,000	$6,200	$3,300

^AAmounts may reflect rounding.

^BCertain amounts have been reclassified to align with current period presentation.

The following table presents fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fidelity Management & Research Company (“FMR”) and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds (“Fund Service Providers”):

Services Billed by Deloitte Entities


	October 31, 2017^A,B	October 31, 2016^A,B
Audit-Related Fees	$-	$40,000
Tax Fees	$25,000	$-
All Other Fees	$-	$-

^A Amounts may reflect rounding.

^BMay include amounts billed prior to the Fidelity Flex Small Cap Fund’s commencement of operations.

Services Billed by PwC


	October 31, 2017^A	October 31, 2016^A,B
Audit-Related Fees	$12,525,000	$5,550,000
Tax Fees	$155,000	$10,000
All Other Fees	$-	$-

^A Amounts may reflect rounding.

^BCertain amounts have been reclassified to align with current period presentation.

“Audit-Related Fees” represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

“Tax Fees” represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

“All Other Fees” represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by PwC and Deloitte Entities for services rendered to the Funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Funds are as follows:


Billed By	October 31, 2017^A,B	October 31, 2016^A,B,C
PwC	$16,265,000	$6,610,000
Deloitte Entities	$540,000	$75,000

^A Amounts may reflect rounding.

^BMay include amounts billed prior to the Fidelity Flex Small Cap Fund’s commencement of operations.

^CCertain amounts have been reclassified to align with current period presentation.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audits of the Funds, taking into account representations from PwC and Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding their independence from the Funds and their related entities and FMR’s review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust’s Audit Committee must pre-approve all audit and non-audit services provided by a fund’s independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee’s consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund (“Covered Service”) are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair’s absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X (“De Minimis Exception”)

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds’ last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

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 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 trust’s 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)	Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
(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 Capital Trust


By:	/s/ Stacie M. Smith
	Stacie M. Smith
	President and Treasurer

Date:	December 27, 2017

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/Stacie M. Smith
	Stacie M. Smith
	President and Treasurer

Date:	December 27, 2017


By:	/s/Howard J. Galligan III
	Howard J. Galligan III
	Chief Financial Officer

Date:	December 27, 2017

Fidelity Focused Stock Fund (FTQGX) N-CSRCertified annual shareholder report (management investment company)