Fmi Common 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 811-03235

FMI Common Stock Fund, Inc.

(Exact name of registrant as specified in charter)

100 East Wisconsin Avenue, Suite 2200

Milwaukee, WI 53202

(Address of principal executive offices) (Zip code)

Ted D. Kellner

Fiduciary Management, Inc.

100 East Wisconsin Avenue, Suite 2200

Milwaukee, WI 53202

(Name and address of agent for service)

(414) 226-4555

Registrant's telephone number, including area code:

Date of fiscal year end: September 30

Date of reporting period: September 30, 2012

Item 1. Reports to Stockholders.

ANNUAL REPORT

September 30, 2012

FMI Large Cap Fund

(FMIHX)

FMI Common Stock Fund

(FMIMX)

FMI International Fund

(FMIJX)



	FMI Funds Advised by Fiduciary Management, Inc. www.fmifunds.com

FMI Funds

TABLE OF CONTENTS

FMI Large Cap Fund
Shareholder Letter	3
Management’s Discussion of Fund Performance	8
Schedule of Investments	9
Industry Sectors	10

FMI Common Stock Fund
Shareholder Letter	11
Management’s Discussion of Fund Performance	16
Schedule of Investments	17
Industry Sectors	18

FMI International Fund
Shareholder Letter	19
Management’s Discussion of Fund Performance	23
Schedule of Investments	24
Industry Sectors	25

Financial Statements
Statements of Assets and Liabilities	26
Statements of Operations	27
Statements of Changes in Net Assets	28
Financial Highlights	29
Notes to Financial Statements	30

Report of Independent Registered Public Accounting Firm	35
Cost Discussion	36
Directors and Officers	37
Additional Information	38
Disclosure Information	38
Notice of Privacy Policy	39
Householding Notice	39

FMI

Large Cap

Fund

September 30, 2012

Dear Fellow Shareholders,

The FMI Large Cap Fund gained 4.76% in the quarter ending September 30, 2012 compared to the benchmark Standard & Poor’s 500 Index return of 6.35%. For the calendar nine months, the Fund advanced 13.97% which lagged the 16.44% gain in the S&P 500. From a group standpoint, Finance, Distribution Services, Energy Minerals and Technology Services hurt relative performance, while Consumer Services and Process Industries helped. Staples Corp. continued to perform poorly in the period and the challenges at this company now appear to be more structural and longer term in nature; we decided to sell that position. Our initial foray into Expeditors International proved premature as the slowdown in trade between Asia and the U.S., which we thought was adequately discounted in the price, was not. With economic weakness seeming to accelerate toward the end of the quarter, the takeoff for this stock may be bumpy and elongated. It’s an excellent company, however, and has strong management and a gold-plated balance sheet, so we will ride out the cyclical weakness. We’ve highlighted the stock below. The last stock on the “perp walk” is Willis Group Holdings. They have struggled to integrate a domestic acquisition and effectively manage a couple of restructurings. While the numbers haven’t turned yet, a late September presentation by the company was more encouraging with respect to a U.S. turnaround. The performance of the strategy year-to-date is about what we would expect. Historically we have generally lagged in strong up markets (while more than making up for it in difficult markets). It’s not to say we haven’t made mistakes, as the scorecard would attest. Our style, however, does seem to be somewhat out-of-favor, with growth stocks significantly outperforming value stocks in recent periods. Finally, the recent rally seems to be more about financial engineering by the Fed than anything fundamental. We’re not confident that this “Bernanke trade” will outlast the deteriorating economic and corporate earnings picture.

Most of the major regions of the world seem to be slowing or already experiencing recessionary conditions. The eurozone appears to be in a full-blown recession. China and Brazil have slowed significantly. The United States is sputtering. Economists pay attention to the Purchasing Managers Index (PMI) as an indicator of whether economic conditions are improving or deteriorating (numbers less than 50 indicate deterioration). The United States, China, Germany, Japan, the United Kingdom, Italy, Brazil, Australia, Canada and most of the large countries have PMIs less than 50.

The recent stabilization of the unemployment rate in the U.S. is undermined by a plunge in the labor force (the denominator in the calculation). The labor participation rate of 63.5% is the lowest in over 30 years. 11.2% of the labor force is out of work, if we include the 7 million no longer seeking employment. The key leading indicator of business capital spending slid 3.4% in July and has been down four of the past five months. Housing has certainly bounced off the bottom, but with true unemployment so high and the economy weakening, we have doubts about a continuing recovery in this sector. Business capital expenditures,

Manufacturing PMI

1/31/2011 - 9/30/2012

Source: Bloomberg

incidentally, are 7% of GDP whereas housing is only 2% of GDP. Household net worth is down significantly over the past five years and real incomes have fallen. In short, the economic picture, both here and abroad, is not very good.

The Fed, European Central Bank (ECB) and other central bankers have taken it upon themselves to fix this problem. That is the way they think. Both the fiscal and monetary authorities look to governments to solve fundamental problems, reflecting a general lack of trust in classic economic policies and free markets. To Mr. Bernanke, the fact that four years of unprecedented stimulus yielded little in the way of results (and has perhaps dangerous long term consequences) is not a reason to stop and reassess. It’s an opportunity to say that not enough has been done; it’s a call to action. The latest iteration of money printing, QE3, is now underway, with the Fed expanding its balance sheet once again to the tune of an additional $40 billion per month ($85 billion per month in total) indefinitely. Mario Draghi, the head of the ECB, is using the same playbook. He’s doing “whatever it takes” to solve the eurozone problem, including an “unlimited” bond buying program. Japan recently followed with a $126 billion “asset purchasing program.” Brazil is talking up the same game. Even Switzerland has begun their own version of quantitative easing. In the long run, easy money policies rarely achieve their objectives and often have very serious repercussions. Yet stock markets seem to be cheering it on in the short run.

With the constant calling for governments and central banks to do more, perhaps it would be useful to talk briefly about the potential downside of these policies. Fiscal challenges have been addressed repeatedly in recent letters and will be put aside here, save this one statement: historically, U.S. federal government spending has been about 19-20% of GDP; today it is 24%. From a monetary perspective, we quote the highly respected economist David Malpass: “Whatever the Fed’s theory, the reality is that its attempts to prime the pump haven’t worked. They distort and weaken the economy and chase capital into such job losers as gold, government bonds, and factories abroad.” Today’s ground-hugging interest rate policies have decimated the saver and the risk averse. Horizon Kinetics, in their July report, estimates that the U.S. bond market is approximately $36.9 trillion with about 37% ($13.65 trillion) maturing over the next 60 months. The average coupon on maturing bonds is about 4.27% and these are being replaced by bonds with an average coupon of 1.55%. The difference in these two coupons means that if interest rates remain roughly where they are today, $371 billion of income will be lost each and every year for the next five years. That is 2.45% of GDP lost each year (of course, there is an offsetting impact to borrowers). Imagine the fallout if one introduced a tax of this magnitude! Most likely related to quantitative easing, commodity prices have also skyrocketed over the past few years. This has had a very negative impact with respect to food and gasoline prices. It’s tantamount to a significant regressive tax. At the same time, the leveraged hedge fund speculators and Wall Street “carry traders” win big from the Bernanke rally. The very people the administration demonizes are the same ones for whom the Fed is throwing a party. It’s fascinating, not to mention ironic, to see leaders who denigrated trickle down economic growth theories emanating from lower tax rates now embrace trickle down wealth theories coming from the Fed. Long term it seems logical to expect what has nearly always happened when governments print money at a far greater rate than the underlying economies are growing: inflation and currency debasement. Interestingly, despite extensive economic weakness, the September eurozone inflation rate is expected to rise to 2.8%, up from 2.6% in August and well above the ECB’s target of 2.0%.

Howard Marks, who has managed money for forty years and is one of the great investors of our time, recently made this statement: “The world seems more uncertain today than at any other time in my life.” We confess to similar sentiments, but there is always the chance that we are misreading the tea leaves and that the stock market gains anticipate a better economic environment in 2013. Perhaps following the elections Congress will address the so-called fiscal cliff with sensible compromises. Perhaps the leaders will come to acceptable pathways that will reduce deficits and corral the many unfunded liabilities. Perhaps Europe will somehow stem their fiscal and monetary crises and not drag the Federal Reserve into the fray. Every investor has to ask whether these events are likely and whether the 2012 stock market rally already discounts it.

This stock market move, which began in March of 2009, recently hit 43 months, which is the median duration of 15 bull markets since 1929. The 129.6% gain in the current stretch compares to a median of 83.1%. There is nothing magical or predictive from these facts other than to point out that it might take some fundamental improvement in earnings, sales growth or productivity to keep it going. The economic outlook today, both here and abroad, does not look like it will provide much lift in the near term and unfortunately, both sales growth and profit margins appear to be headed the other way, as the charts on the following page depict.

S&P 500 Sales Per Share	Corporate Profits
Year to Year Percentage Change	Year to Year Percentage Change



Source: Standard & Poor’s Corporation	Source: Bureau of Economic Analysis
Shaded areas represent recessionary periods.	Corporate Profits: After Tax with Inventory Valuation
	and Capital Consumption Adjustments
	Shaded areas represent recessionary periods.

A large number of transportation and industrial stocks are announcing poor earnings outlooks and orders. FedEx, Norfolk Southern, Expeditors, Forward Air, Caterpillar, Navistar, Joy Global, Steel Dynamics, Rockwell and many others have had recent confessions. Stocks that depend on better employment or capital spending have been especially hurt. Business confidence is slipping. It is getting to be an old story but it’s impossible to say when it will end. The best we can do in the interim is to let valuation and long term “strength of franchise” be our guide. Higher multiple stocks, lower quality balance sheet stocks, and money losing enterprises have been among the big winners so far in 2012. Valuations remain elevated. We think investors should be wary and stay focused on quality, even if that results in near term underperformance. Somewhat paradoxically, considering the near term economic outlook, the portfolio might begin to tilt more heavily in coming periods toward some of the cyclical companies as their stocks come under increasing pressure. There is always a tug-of-war between valuation and fundamentals and having a long term investment time horizon gives us opportunities to buy superior cyclical franchises when their near term operating environment is weak. We’ve highlighted one such idea below, Expeditors International.

While today is very cloudy, we do expect sunnier economic times to eventually return, along with better underlying business fundamentals. Why? Business people want to grow. They want to invest. They want to build and they are willing to add labor… when they feel the systems and environment will reward such activity. This will be a far sturdier foundation for equity performance than government stimulus or Federal Reserve financial engineering.

Expeditors International of Washington

(Analyst: Rob Helf)

Description

Seattle-based Expeditors is a $6 billion, international, non-asset-based global logistics provider focused primarily on air and ocean freight forwarding and customs brokerage. The company utilizes its strong relationships with airline and ocean freight carriers, as well as its sophisticated IT systems and professional workforce, to earn strong margins and returns.

Good Business

	•	Expeditors is a leading provider of international freight forwarding and logistics services.
	•	The company benefits from the growth of global trade and complex supply chains. Shippers should continue to increase their reliance on leading logistics partners to ease international trade issues.
	•	The business model is asset-light as the company owns no planes or ships and relies on capacity owners to move the freight. This results in high returns and cash flow.
	•	Expeditors has built a superior global business platform through organic growth, an integrated IT platform and a committed professional staff.
	•	The company has ample opportunity to grow as it generates $6 billion in gross revenues, which represents less than 5% of the $150 billion air and ocean freight market.

	•	The company has an outstanding track record of growth of both sales and profits.
	•	The business model generates strong returns and cash flow. Historically, Expeditors’ return-on-capital has been in the 15-20% range.
	•	The balance sheet has a large cash balance ($1.4 billion) and no debt.

Valuation

	•	Expeditors currently trades at 1.1 times enterprise value-to-sales (EV/S) and 22 times depressed 2012 earnings per share (EPS). On a cash-adjusted basis, the stock trades at 18 times EPS.
	•	Historically, the stock has traded at 1.6 times EV/S and 33 times EPS. The shares are at a discount to one standard deviation below their historical mean.

Management

	•	Expeditors’ management team has delivered steady growth and profitability for years. Importantly, management takes a long-term view of the company, eschews a short-term, Wall Street mentality and uses compensation as a powerful tool to incentivize its professional staff. The company has maintained a consistent compensation philosophy which includes a modest base salary and the opportunity to share in a fixed percentage of profits generated. This has resulted in superior value creation for shareholders and has motivated employees.
	•	Mr. Peter Rose is Chairman and CEO of Expeditors. He has served as a director and officer of the company since 1981.
	•	Mr. James Wang is President-Asia Pacific and has served as a director since 1988. Mr. R. Jordan Gates is President and COO. He is also a director and joined the company in 1991.

Investment Thesis

Expeditors has built an enviable international forwarding platform with both strong customer and asset-owner relationships. It has grown at above-average rates over the past decade while generating high returns-on-capital. The shares, which historically have carried a large growth premium, are down substantially. Recent concerns over international trade volumes, particularly coming east from Asia, and paradoxically (given economic weakness) tight commercial airlines lift capacity, have provided an entry point for this strong franchise. Over the long run, we expect Asian growth to resume, and for Expeditors to regain some of its former premium.

Sysco Corp.

(Analyst: Karl Poehls)

Description

Sysco is the largest provider of foodservice products in the U.S. and Canada, distributing more than 300,000 products to 400,000 restaurants, schools, hotels, health-care institutions, and other foodservice customers. Restaurants account for two-thirds of Sysco’s annual sales, with independents contributing 60% of restaurant sales and chains making up the rest. The company’s SYGMA network focuses on serving large chain restaurants in the quick-service or quick-family markets (13% of revenues).

Good Business:

	•	Sysco is a dominant franchise and industry leader; it is the largest foodservice distributor in the U.S. with 18% market share, and benefits from significant economies of scale. Evidence can be found in the company’s operating margin, which is roughly 3 times its closest competitor.
	•	The company provides products that are necessities for daily life, and is an easy business to understand.
	•	Sysco has a long history of generating extremely consistent revenues and earnings.
	•	Sysco generated a strong return on invested capital (ROIC) of 14.8% in fiscal 2012 versus a 5-year and 10-year average ROIC of 17.6% and 20.0%, respectively.
	•	Generation of excess free cash flow in conjunction with modest capital requirements has allowed the company to return 67% of net income to shareholders over the past 5 years, through a combination of dividends and share repurchases.
	•	The balance sheet is conservatively financed and Sysco maintains an A+ senior bond rating from Standard & Poor’s.

Valuation

	•	Sysco’s stock is trading 24% below its all-time high and has been a laggard for a number of years.
	•	The company’s current EV/S multiple is 0.46 times which is one standard deviation below its 10-year average multiple of 0.63 times.
	•	Sysco’s current EV/EBITDA (earnings before interest, taxes, depreciation and amortization) multiple is 8.4 times, nearly one standard deviation below its 10-year average multiple of 10.4 times.
	•	The company’s fiscal year 2013 price-to-earnings (P/E) multiple is 15.6 times very depressed earnings, which compare to the trailing 5-year and 10-year average P/E multiples of 15.2 times and 19.9 times, respectively. Further, the company’s substantial business transformation investment is expected to depress fiscal 2013 earnings by $0.30 per share.
	•	Precedent mergers and acquisitions transactions announced for 12 comparable companies between 2000 and 2007 were executed at a median EV/EBITDA multiple of 11.0 times.
	•	Sysco’s common shares have an attractive 3.5% dividend yield.
	•	A conservative discounted cash flow (DCF) valuation yields a per share value 30% higher than the current stock price.

Management

	•	Sysco’s top 10 executive managers have been with the company for an average of 20 years.
	•	Executive management is compensated based on three key operating metrics: earnings per share growth, return on equity, and operating company performance.

Investment Thesis

Over the past 5 years, the U.S. casual dining industry has experienced an unprecedented downturn with 20 consecutive quarters of negative traffic growth before seeing slight improvement in 2011. This headwind has brought the historically strong growth in Sysco’s revenues and earnings to a near standstill. In addition, the company is investing north of $1 billion to improve its internal operations, including the implementation of a company-wide enterprise resource planning (ERP) system, which has led to elevated operating expenses. These factors have limited investor excitement about Sysco’s near-term outlook. However, the company continues to strengthen its competitive position and its shares are available at an attractive valuation.

******

Distributions: Our Board of Directors has declared a distribution effective October 31, 2012, of $0.13009458 per share from net investment income; $0.08634 per share from short-term capital gains which will be treated as ordinary income; and $0.11869 per share from net long-term capital gains, payable October 31, 2012 to shareholders of record on October 26, 2012.

Thank you for your continued support of the FMI Large Cap Fund.

100 E. Wisconsin Ave., Suite 2200 • Milwaukee, WI 53202 • 414-226-4555

www.fmifunds.com

This shareholder letter is unaudited.

FMI Large Cap Fund

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

During the fiscal year ended September 30, 2012, the FMI Large Cap Fund (the “Fund”) had a total return of 26.17%. The benchmark Standard & Poor’s 500 Index(1) returned 30.20% in the same period. Finance, Retail, Electronic Technology and excess cash all hurt relative performance. Underweighted positions in Finance and Electronic Technology, two strong areas for the market, exacerbated the relative underperformance coming from stock selection. Producer Manufacturing, Consumer Non-Durables, Utilities, and Technology Services all aided relative performance. Stock selection was an important factor in the positive relative performance of all of these sectors except for Utilities, where our underweighted position was the helping factor. Willis Group, Staples, Expeditors International, GlaxoSmithKline, and Devon Energy were all negative contributors. Ingersoll-Rand, Illinois Tool Works and Covidien were positive contributors. Diageo and Rockwell were sold during the fiscal year because of valuation. Staples was sold because we underestimated the secular challenges to this business. UPS was sold partly due to valuation but also due to an escalating problem with their exposure to multi-employer pension plan liabilities. Kohl’s, Illinois Tool Works and Expeditors International were among stocks added during the fiscal year. At September 30, 2012, the overweighted sectors included Producer Manufacturing and Commercial Services and the underweighted sectors included Electronic Technology, Communications and Utilities. The stock market rebounded significantly in fiscal 2012, which we believe had more to do with monetary actions, i.e. quantitative easing, than any meaningful improvement in underlying fundamentals. As the fiscal year ended, economic activity had weakened across a broad spectrum of geographies. The debt crisis showed little sign of improvement in Europe, the United States or Japan. Valuations have moved higher from a year ago and do not look particularly attractive from a long term historical basis. From a macroeconomic and policy perspective, we do not see the fiscal or monetary initiatives of the past several years as being conducive to good long-term growth and employment. The explosive growth in government liabilities is particularly worrisome. Despite these negatives, we believe equities are the most attractive asset class over a long term investment time horizon. The Fund continues to sell at a discount to the S&P 500 on most valuation measures. Over long periods of time, lower valuation securities tend to outperform higher valuation ones. Future results, however, may differ from the past.


	COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
	FMI LARGE CAP FUND AND STANDARD & POOR’S 500 INDEX(1)

AVERAGE ANNUALIZED TOTAL RETURN
				Since
				Inception
	1-Year	5-Year	10-Year	12/31/01
FMI Large Cap Fund	26.17%	3.61%	10.36%	7.28%
S&P 500 Index	30.20%	1.05%	8.01%	4.18%

	The graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance data quoted represents past performance; past performance does not guarantee future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of a Fund may be lower or higher than the performance quoted. The total returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Total return includes change in share prices and in each case includes reinvestments of any dividends, interest and capital gain distributions. Performance data current to the most recent month-end may be obtained by visiting www.fmifunds.com or by calling 1-800-811-5311. (1) The Standard & Poor’s 500 Index consists of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The Standard & Poor’s Ratings Group designates the stocks to be included in the Index on a statistical basis. A particular stock’s weighting in the Index is based on its relative total market value (i.e., its market price per share times the number of shares outstanding). Stocks may be added or deleted from the Index from time to time. An investment cannot be made directly into an index.

This page is unaudited.

FMI Large Cap Fund

SCHEDULE OF INVESTMENTS

September 30, 2012

Shares		Cost		Value

COMMON STOCKS — 92.3% (a)

COMMERCIAL SERVICES SECTOR — 6.2%
	Advertising/Marketing
	Services — 3.5%
4,149,000	Omnicom Group Inc.	$	182,382,769	$	213,922,440
	Miscellaneous
	Commercial Services — 2.7%
4,068,000	Cintas Corp.		110,867,898		168,618,600

CONSUMER NON-DURABLES SECTOR — 6.7%
	Food: Major Diversified — 2.9%
2,841,000	Nestlé S.A. - SP-ADR		128,338,653		179,579,610
	Household/Personal Care — 3.8%
2,748,000	Kimberly-Clark Corp.		176,119,404		235,723,440

CONSUMER SERVICES SECTOR — 3.0%
	Media Conglomerates — 3.0%
4,015,700	Time Warner Inc.		111,845,669		182,031,681

DISTRIBUTION SERVICES SECTOR — 7.5%
	Food Distributors — 4.4%
8,735,000	Sysco Corp.		245,074,325		273,143,450
	Medical Distributors — 3.1%
4,923,000	AmerisourceBergen
	Corp.		151,151,247		190,569,330

ELECTRONIC TECHNOLOGY SECTOR — 3.5%
	Electronic Components — 3.5%
6,408,150	TE Connectivity Ltd.		165,976,687		217,941,182

ENERGY MINERALS SECTOR — 4.1%
	Oil & Gas Production — 4.1%
4,205,000	Devon Energy Corp.		269,151,300		254,402,500

FINANCE SECTOR — 13.3%
	Financial Conglomerates — 3.0%
3,218,000	American
	Express Co.		114,851,027		182,975,480
	Insurance Brokers/Services — 2.1%
3,504,400	Willis Group
	Holdings PLC		133,437,529		129,382,448
	Major Banks — 8.2%
13,500,000	Bank of New York
	Mellon Corp.		348,544,627		305,369,999
6,485,000	Comerica Inc.		197,278,667		201,359,250
			545,823,294		506,729,249
HEALTH TECHNOLOGY SECTOR — 7.2%
	Medical Specialties — 3.9%
3,994,000	Covidien PLC		186,511,636		237,323,480
	Pharmaceuticals: Major — 3.3%
4,348,000	GlaxoSmithKline
	PLC - SP-ADR		188,235,705		201,051,520

INDUSTRIAL SERVICES SECTOR — 2.7%
	Oilfield Services/Equipment — 2.7%
2,270,000	Schlumberger Ltd.		138,319,400		164,189,100

PROCESS INDUSTRIES SECTOR — 2.2%
	Chemicals: Agricultural — 2.2%
1,522,550	Monsanto Co.		89,141,027		138,582,501

PRODUCER MANUFACTURING SECTOR — 17.0%
	Industrial Conglomerates — 13.0%
3,580,000	3M Co.		275,417,164		330,863,600
3,550,000	Berkshire Hathaway
	Inc. - Cl B*		256,260,087		313,110,000
3,510,000	Ingersoll-Rand PLC		152,875,444		157,318,200
			684,552,695		801,291,800
	Industrial Machinery — 4.0%
4,170,000	Illinois Tool
	Works Inc.		207,181,092		247,989,900

RETAIL TRADE SECTOR — 6.3%
	Department Stores — 2.4%
2,855,000	Kohl’s Corp.		144,031,851		146,233,100
	Discount Stores — 3.9%
3,252,000	Wal-Mart Stores Inc.		163,607,247		239,997,600

	Data Processing Services — 2.9%
3,031,000	Automatic Data
	Processing Inc.		125,616,368		177,798,460
	Information Technology Services — 4.2%
3,681,000	Accenture PLC		146,245,819		257,780,430
	Packaged Software — 2.7%
5,673,000	Microsoft Corp.		159,469,971		168,941,940

	Air Freight/Couriers — 2.8%
4,820,000	Expeditors International
	of Washington Inc.		182,581,968		175,255,200
	Total common stocks		4,750,514,581		5,691,454,441

FMI Large Cap Fund

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2012

Principal Amount		Cost		Value
SHORT-TERM INVESTMENTS — 7.5% (a)
	Commercial Paper — 7.5%
$265,200,000	U.S. Bank, N.A., 0.05%,
	due 10/01/12	$	265,200,000	$	265,200,000
200,000,000	GE Capital Corp., 0.04%,
	due 10/12/12		199,997,556		199,997,556
	Total short-term
	investments		465,197,556		465,197,556
	Total investments
	— 99.8%	$	5,215,712,137		6,156,651,997
	Other assets,
	less liabilities
	— 0.2% (a)				11,161,366
	TOTAL NET
	ASSETS — 100.0%			$	6,167,813,363

*		Non-income producing security.
(a)		Percentages for the various classifications relate to net assets.
PLC – Public Limited Company
SP-ADR – Sponsored American Depositary Receipt

The accompanying notes to financial statements are an integral part of this schedule.

INDUSTRY SECTORS

as of September 30, 2012 (Unaudited)

FMI

Common Stock

Fund

September 30, 2012

Dear Fellow Shareholders,

The FMI Common Stock Fund gained 1.15% in the quarter ended September 30, 2012 compared to the benchmark Russell 2000 Index return of 5.25%. For the calendar nine months, the Fund advanced 5.65% which lagged the 14.23% gain in the benchmark. From a group standpoint, Process Industries, Finance, and Distribution Services hurt relative performance, while Transportation and Industrial Services helped. There was an inordinate amount of activity late in the second quarter and through most of the third quarter as the rally allowed us to harvest winners such as Lancaster, Valspar, PetSmart, and Eagle Materials. Additionally, after reunderwriting a number of stocks, we also sold Bemis, United Stationers, TeleTech and two other equities that were not yet completed by the end of the quarter. These five stocks face more challenging fundamentals than we originally anticipated. This activity resulted in a relatively high level of cash, which hurt investment performance. Additionally, our technology related distribution stocks, including a new purchase, Anixter, significantly underperformed year-to-date as worries about the economy and technology spending escalated. We like our investments in this space even though Wall Street currently does not. Below we highlight Anixter. Similarly, cyclical concerns clipped Kennametal and Kirby, but both of these companies are strong and can weather bumpy times. In short, we didn’t get much right in the quarter or in the year-to-date period and 2012 looks like a mirror image of 2011’s strong relative performance. Adding salt to the wounds, our style seems to be somewhat out of favor, with so-called growth stocks significantly outperforming value stocks in recent periods. Valuations, however, are stretched for the stocks that make up the benchmark Russell 2000. Additionally, the strong move in the Russell so far this year seems to be a low quality affair; 510 out of the stocks in the benchmark are losing money and those stocks were up nearly 30% on a year-to-date basis. Historically we have generally lagged in strong up markets (while more than making up for it in difficult markets), but of course, there are no guarantees. Finally, the recent rally seems to be more about financial engineering by the Fed than anything fundamental. We’re not confident that this “Bernanke trade” will outlast the deteriorating economic picture.

Manufacturing PMI

1/31/2011 - 9/30/2012

Source: Bloomberg


S&P 500 Sales Per Share	Corporate Profits
Year to Year Percentage Change	Year to Year Percentage Change



Source: Standard & Poor’s Corporation	Source: Bureau of Economic Analysis
Shaded areas represent recessionary periods.	Corporate Profits: After Tax with Inventory Valuation
	and Capital Consumption Adjustments
	Shaded areas represent recessionary periods.

Anixter International

(Analyst: Rob Helf)

Description

Anixter is a leading global distributor of communications infrastructure products (55% of sales), which includes cabling and security systems, as well as industrial wire and cable (26%) and fasteners/other components to original equipment manufacturers (OEMs) for use in assembled products. Anixter distributes more than 450,000 products to an estimated $50-$60 billion combined addressable market from over 7,000 suppliers through locations in 263 cities in 50 countries. Anixter sells across a wide variety of geographies including North America (71% of sales), Europe (19%) and Asia/Latin America (10%).

Good Business

	•	Anixter is a leader in the distribution of cabling and wiring around the globe.
	•	The company has a global infrastructure of 225 strategically located facilities worldwide. Additionally, the company has a common, proprietary IT system connecting its infrastructure.
	•	The company distributes 450,000 products to 100,000 customers from 7,000 suppliers, and the top five largest suppliers represent 30% of sales. Project exposure averages 15% of revenue.
	•	The products that Anixter distributes represent a small percentage of customers’ total expenditures.

	•	Organic growth should be better than average as the company benefits from the secular expansion of data/communication and security as well as the company’s emerging market initiatives. Over the last 10 years, Anixter has grown sales and earnings per share (EPS) at 8% and 17%, respectively.
	•	Anixter has generated an average return on invested capital (ROIC) of approximately 10% over the past 12 years. This is above the company’s weighted average cost of capital.
	•	The balance sheet is appropriately levered.

Valuation

	•	Anixter currently trades at approximately 0.47 times enterprise value (EV)-to-revenues, 7.4 times earnings before interest, taxes, depreciation and amortization (EBITDA) and 10 times forward earnings per share (EPS) estimates.
	•	Historically, the company has traded at 0.5 times revenues, 10 times EBITDA and 15 times EPS.

Management

	•	Mr. Robert Eck, 52 years old, is President, Chief Executive Officer and a Director of the company. He has been with Anixter since 1989. Prior to his current position, Eck was Executive VP and COO of Enterprise Cabling and Security Solutions. Eck joined the company in 1989 and during his tenure he has held several executive positions including Senior VP-Supply Chain Solutions and Regional VP.
	•	Mr. Ted Dosch, 51, is Executive VP and CFO. He joined the company in January 2009 from Whirlpool. His experience includes Corporate VP-Global Productivity at Whirlpool; CFO-North America and VP-Maytag Integration at Whirlpool and other executive positions. Since his hiring, Mr. Dosch has been involved in working capital management and financial performance measurement.
	•	Mr. Sam Zell has been Chairman since 1985. He owns 5 million shares, or 14% of the company.
	•	Management incentives are based on targeted goals for each executive and generally include a return on capital component. The company has exhibited capital discipline in the past, including special dividends, share repurchases and acquisitions/divestitures.

Investment Thesis

Anixter should be able grow sales, earnings and cash flow at above-average rates through organic expansion and acquisitions, while generating a return on capital in excess of its cost of capital. Anixter provides a low tech avenue to higher technology spending growth. The company has built a global distribution network which benefits from secular trends and emerging market expansion. Importantly, the experienced management team has demonstrated fiscal discipline, including debt management in periods of expansion and contraction as well as returning capital to shareholders through buybacks and special dividends.

Advance Auto Parts Inc.

(Analyst: Dan Sievers)

Description

Advance Auto Parts is a leading specialty retailer of automotive aftermarket parts, accessories, batteries and maintenance items with over 3,600 stores and a #1 market position in the Northeast, Mid-Atlantic, and Southeast United States. Advance was constructed as a do-it-yourself (DIY) retail concept, but entered the larger and somewhat faster growing commercial do-it-for-me (DIFM) market in 1996, leveraging an enhanced retail infrastructure to sell to a large and highly fragmented market of small automotive garages. DIFM sales represented 34% of the total in 2011 (up from 25% in 2007), and 38% of the total sales in the first half of 2012. DIFM delivery programs exist at about 90% of its stores.

Good Business

	•	In geographies representing 78% of sales, Advance commands the leading #1 market position.
	•	The company’s traffic and transactions are often based on need (batteries, starters, alternators, belts & hoses, mufflers, etc.), producing a low correlation between sales and consumer discretionary spending.
	•	Auto parts retailing is inventory intensive (parts availability is paramount), which limits the economic case for traditional e-commerce models. Additional limiting characteristics include strong customer service intensity, the frequent need for immediate installation, and the “high-weight-to-value” of most parts (which limits a vendor’s ability to offer low-cost shipping options).

	•	We expect continued share gains by each of the top three hybrid-DIY/DIFM players, as each has built an advantaged supply chain and distribution system when compared to many small competitors.
	•	This is an easy business to understand and favorable industry trends include: (1) record average vehicle age, (2) growing miles driven, (3) and OEM dealership consolidation.
	•	Including the heavy burden of capitalized operating leases, we estimate that Advance generates an average ROIC of greater than 10%.

Valuation

	•	At 6.0 times EV/EBITDA, Advance trades at one standard deviation below the 5 and 10 year averages of 7.1 times and 8.4 times, respectively (competitors AutoZone and O’Reilly trade above 9 times).
	•	The 0.82 times EV/Sales multiple appears out of step with the company’s improving profitability (10.8% EBIT margin in 2011), which we believe can reach 12% over the next few years.
	•	Based on 2011 results, the stock offers an attractive 11% free cash flow yield.

Management

	•	Darren Jackson, 47, has served as CEO since January 2008. Mr. Jackson, previously EVP at Best Buy, has brought increased focus on merchandising and supply chain initiatives, while driving the company towards a 50/50 balance between retail DIY and commercial DIFM sales. He has done an admirable job shifting corporate focus away from heavy new store growth and towards improving operating margins, working capital efficiency, and returns on invested capital (ROIC).
	•	Management’s current initiatives aiming at daily store replenishment are significant and should increase the company’s competitive position in coming years.
	•	Advance has opportunistically repurchased and retired 41% of the 2004 share base at an average price of $43, a shrewd use of capital benefitting long-term shareholders.
	•	Economic value added (EVA) became the governor of long-term incentive compensation in 2008.

Investment Thesis

Advance Auto Parts is a good-quality provider of automotive aftermarket parts with good balance between the DIY and DIFM channels, which together represent a relatively stable though mature end market. Large players like Advance, AutoZone and O’Reilly enjoy a significant competitive advantage versus smaller local players and hold a combined market share of 33% in the DIY space and just under 11% in the DIFM space, according to the Automotive Aftermarket Industry Association (AAIA). 2012 industry trends have been soft, exacerbated by weather-related inventory issues. Additionally, Advance faces a potential competitive incursion in Florida from O’Reilly. Though we do not expect an immediate rebound in same store sales, we believe that investor focus on the weak near term results has offered the opportunity to invest in a solid and increasingly well-managed franchise at an attractive 11% free cash flow yield.

******

Distributions: Our Board of Directors has declared a distribution effective October 31, 2012, of $0.08649616 per share from net investment income; $0.28379 per share from short-term capital gains which will be treated as ordinary income; and $2.12186 per share from net long-term capital gains, payable October 31, 2012 to shareholders of record on October 26, 2012.

Thank you for your support of the FMI Common Stock Fund.

100 E. Wisconsin Ave., Suite 2200 • Milwaukee, WI 53202 • 414-226-4555

www.fmifunds.com

This shareholder letter is unaudited.

FMI Common Stock Fund

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

During the fiscal year ended September 30, 2012, the FMI Common Stock Fund (the “Fund”) had a total return of 22.38%. The benchmark Russell 2000 Index(1) returned 31.91% in the same period. Distribution Services, Health Services, Finance, Health Technology, Process Industries and cash were among the several sectors that underperformed the benchmark. Stock selection and relative weightings both contributed significantly to the underperformance. Harte-Hanks, Kennametal, Bemis, AptarGroup, Patterson, ScanSource, Covance and others hurt relative performance. Sectors that helped performance included Non-Energy Minerals, Electronic Technology, and Producer Manufacturing. Eagle Materials, Carlisle, and Woodward aided relative performance. Woodward, Lancaster, JB Hunt, Federated Investors, United Stationers, Bemis and Alliant Techsystems were among stocks that were sold during the fiscal year. The first three, Woodward, Lancaster and JB Hunt, were sold due to valuation. The others listed were sold due to a reassessment of the long term fundamentals. New purchases included H.B. Fuller, Innophos, Cimarex, and Gentex. At September 30, the overweighted sectors included Producer Manufacturing, Process Industries and Distribution Services. Underweighted sectors included Finance, Consumer Non-Durables and Consumer Services. The stock market rebounded significantly in fiscal 2012, which we believe had more to do with monetary actions, i.e. quantitative easing, than any meaningful improvement in underlying fundamentals. As the fiscal year ended, economic activity had weakened across a broad spectrum of geographies. The debt crisis showed little sign of improvement in Europe, the United States or Japan. Valuations have moved higher from a year ago and do not look particularly attractive from a long term historical basis. From a macroeconomic and policy perspective, we do not see the fiscal or monetary initiatives of the past several years as being conducive to good long-term growth and employment. The explosive growth in government liabilities is particularly worrisome. Despite these negatives, we believe equities are the most attractive asset class over a long term investment time horizon. The Fund continues to sell at a discount to the Russell 2000 on most valuation measures. Over long periods of time, lower valuation securities tend to outperform higher valuation ones. Future results, however, may differ from the past.

COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN

FMI COMMON STOCK FUND AND THE RUSSELL 2000 INDEX(1)

AVERAGE ANNUALIZED TOTAL RETURN
				Since
				Inception
	1-Year	5-Year	10-Year	12/18/81
FMI Common
Stock Fund	22.38%	6.12%	10.90%	11.96%
Russell 2000 Index	31.91%	2.21%	10.17%	10.02%

The graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance data quoted represents past performance; past performance does not guarantee future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of a Fund may be lower or higher than the performance quoted. The total returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Total return includes change in share prices and in each case includes reinvestments of any dividends, interest and capital gain distributions. Performance data current to the most recent month-end may be obtained by visiting www.fmifunds.com or by calling 1-800-811-5311.

(1) The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, which comprises the 3,000 largest U.S. companies based on total market capitalization.

An investment cannot be made directly into an index.

This page is unaudited.

FMI Common Stock Fund

SCHEDULE OF INVESTMENTS

September 30, 2012

Shares		Cost		Value
COMMON STOCKS — 91.5% (a)

COMMERCIAL SERVICES SECTOR — 5.6%
	Advertising/Marketing
	Services — 0.8%
1,233,075	Harte-Hanks Inc.	$	14,015,785	$	8,545,210
	Financial Publishing/
	Services — 2.1%
290,000	The Dun & Bradstreet
	Corp.		19,868,506		23,089,800
	Miscellaneous Commercial
	Services — 2.7%
736,000	Cintas Corp.		17,929,877		30,507,200

CONSUMER DURABLES SECTOR — 1.4%
	Other Consumer
	Specialties — 1.4%
414,000	Mine Safety
	Appliances Co.		12,032,362		15,429,780

DISTRIBUTION SERVICES SECTOR — 17.3%
	Electronics
	Distributors — 8.9%
425,000	Anixter
	International Inc.		28,156,288		24,420,500
1,403,000	Arrow
	Electronics Inc.*		31,275,434		47,295,130
882,000	ScanSource Inc.*		22,931,882		28,241,640
			82,363,604		99,957,270
	Medical Distributors — 6.6%
585,000	Owens & Minor Inc.		16,778,650		17,479,800
1,631,000	Patterson Cos. Inc.		40,534,664		55,845,440
			57,313,314		73,325,240
	Wholesale
	Distributors — 1.8%
566,000	World Fuel Services
	Corp.		23,216,290		20,155,260

ELECTRONIC TECHNOLOGY SECTOR — 1.5%
	Electronic Production
	Equipment — 1.5%
635,000	MKS Instruments Inc.		17,090,625		16,186,150

ENERGY MINERALS SECTOR — 3.4%
	Oil & Gas Production — 3.4%
652,000	Cimarex Energy Co.		37,798,978		38,174,600
FINANCE SECTOR — 12.5%
	Finance/Rental/
	Leasing — 1.7%
494,000	Ryder System Inc.		20,780,371		19,295,640
	Insurance Brokers/
	Services — 2.4%
763,000	Arthur J.
	Gallagher & Co.		16,392,496		27,330,660
	Life/Health
	Insurance — 2.3%
997,000	Protective Life Corp.		15,983,284		26,131,370
	Property/Casualty
	Insurance — 3.0%
905,000	W.R. Berkley Corp.		22,734,967		33,928,450
	Regional Banks — 3.1%
604,000	Cullen/Frost
	Bankers Inc.		35,205,404		34,687,720

HEALTH SERVICES SECTOR — 3.7%
	Health Industry
	Services — 2.3%
552,000	Covance Inc.*		23,637,911		25,772,880
	Medical/Nursing
	Services — 1.4%
809,000	VCA Antech Inc.*		16,997,846		15,961,570

HEALTH TECHNOLOGY SECTOR — 4.4%
	Medical Specialties — 4.4%
258,875	Bio-Rad
	Laboratories Inc.*		22,127,426		27,627,140
408,000	West Pharmaceutical
	Services Inc.		16,327,619		21,652,560
			38,455,045		49,279,700
INDUSTRIAL SERVICES SECTOR — 3.0%
	Oilfield Services/
	Equipment — 3.0%
313,000	Bristow Group Inc.		8,134,903		15,822,150
1,458,000	McDermott
	International Inc.*		18,965,858		17,816,760
			27,100,761		33,638,910
MISCELLANEOUS SECTOR — 0.5%
	Investment Trusts/
	Mutual Funds — 0.5%
267,950	PICO Holdings Inc.*		8,444,922		6,114,619

PROCESS INDUSTRIES SECTOR — 11.4%
	Chemicals: Specialty — 6.3%
333,000	Compass Minerals
	International Inc.		24,168,637		24,838,470
476,000	Innophos
	Holdings Inc.		23,636,301		23,081,240
315,000	Sigma-Aldrich Corp.		15,670,380		22,670,550
			63,475,318		70,590,260
	Containers/Packaging — 3.0%
651,000	AptarGroup Inc.		19,162,286		33,663,210
	Industrial Specialties — 2.1%
752,000	H.B. Fuller Co.		20,886,926		23,071,360

PRODUCER MANUFACTURING SECTOR — 15.2%
	Auto Parts: OEM — 1.6%
1,068,000	Gentex Corp.		20,602,809		18,166,680

FMI Common Stock Fund

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2012

	Shares or
	Principal Amount				Cost				Value

COMMON STOCKS — 91.5% (a) (Continued)

PRODUCER MANUFACTURING SECTOR — 15.2% (Continued)
		Electrical Products — 3.4%
	1,735,000	Molex Inc. - Cl A	$	31,532,890	$	37,684,200
		Industrial
		Conglomerates — 2.4%
	407,000	SPX Corp.		22,883,026		26,621,870
		Industrial Machinery — 3.1%
	923,000	Kennametal Inc.		37,218,259		34,224,840
		Miscellaneous
		Manufacturing — 2.9%
	626,000	Carlisle Cos. Inc.		16,800,707		32,501,920
		Office Equipment/
		Supplies — 1.8%
	619,000	Avery Dennison Corp.		16,602,918		19,696,580

RETAIL TRADE SECTOR — 4.4%
		Discount Stores — 1.5%
	252,000	Family Dollar
		Stores Inc.		4,945,740		16,707,600
		Specialty Stores — 2.9%
	475,000	Advance Auto
		Parts Inc.		32,193,067		32,509,000

TECHNOLOGY SERVICES SECTOR — 4.8%
		Data Processing
		Services — 3.0%
	1,434,000	Broadridge Financial
		Solutions Inc.		30,925,092		33,455,220
		Information Technology
		Services — 1.8%
	531,000	Jack Henry &
		Associates Inc.		9,767,741		20,124,900

TRANSPORTATION SECTOR — 2.4%
		Air Freight/Couriers — 1.0%
	352,000	Forward Air Corp.		11,267,415		10,704,320
		Marine Shipping — 1.4%
	285,000	Kirby Corp.*		11,152,557		15,754,800
		Total common stocks		856,779,099		1,022,988,789

SHORT-TERM INVESTMENTS — 8.4% (a)
		Commercial Paper — 8.4%
$	68,700,000	U.S. Bank, N.A., 0.05%,
		due 10/01/12		68,700,000		68,700,000
	25,000,000	GE Capital Corp., 0.04%,
		due 10/12/12		24,999,694		24,999,694
		Total short-term
		investments		93,699,694		93,699,694
		Total investments
		— 99.9%	$	950,478,793		1,116,688,483
		Other assets,
		less liabilities
		— 0.1% (a)				1,812,130
		TOTAL NET
		ASSETS — 100.0%			$	1,118,500,613

*	Non-income producing security.

(a) Percentages for the various classifications relate to net assets.

The accompanying notes to financial statements are an integral part of this schedule.

INDUSTRY SECTORS

as of September 30, 2012 (Unaudited)

FMI

International

Fund

September 30, 2012

Dear Fellow Shareholders,

The FMI International Fund gained 4.09% in the three months ending September 30, 2012, compared with the MSCI EAFE Index’s return of 4.67% in local currency and 6.92% in U.S. Dollars (USD). Through nine months, the Fund has advanced 13.55% while the benchmarks, MSCI EAFE local and USD, are up 9.10% and 10.08%, respectively. While unprecedented monetary action by the European Central Bank (ECB), U.S. Federal Reserve (Fed), and Bank of Japan have helped fuel the recent stock rally, the core economic environment and employment landscape remain weak. With a number of significant macro concerns still outstanding, we will continue to proceed with heightened caution and prudence.

In the third quarter, strong individual stock performance was generated by Henkel, Adecco and Tesco, while SMC Corp, CRH, and Rolls Royce all lagged. Positive sector contributions from Consumer Non-Durables, Commercial Services and Process Industries were partially offset by weaker relative performance in Finance, Producer Manufacturing, and Health Technology.

We welcome new shareholders and remind them that the last year of our shareholder letters for the Fund – as well as the FMI Common Stock Fund and the FMI Large Cap Fund – are accessible on our website at www.fmifunds.com.

Ladies & Gentlemen: Start Your Printing Presses!

In a continuing Pavlovian response to fundamental economic weakness and unemployment, governments are “stimulating” on the fiscal front and “accommodating” on the monetary front. The third quarter was a busy one, with four new initiatives announced in September alone. The ECB unveiled a potentially unlimited bond-buying program, China announced ¥1 trillion ($157 billion) of infrastructure stimulus, the Fed launched QE3 with $40 billion of mortgage purchases per month, and the Bank of Japan (BOJ) added ¥10 trillion ($126 billion) to its asset-purchasing program, which now totals ¥80 trillion ($1 trillion). While these measures may have bought some time and helped boost stock prices in the near-term, they are, unfortunately, unlikely to solve the underlying problems. China is a special case, but with respect to other major developed areas mentioned above, the structural debt issues and lack of competitiveness won’t be ameliorated by the wave of a government magic wand.

In Europe, ECB President Mario Draghi overcame a clash with Germany’s Bundesbank and has pushed through a bond-buying program aimed at lowering the borrowing cost of troubled eurozone countries. Before Draghi’s pledge on July 26 to do “whatever it takes to preserve the euro,” Spain and Italy’s 10-year bond yields had peaked at 7.6% and 6.6%, respectively, levels which are deemed unsustainable.(1) The ECB’s assertion that buying short-term sovereign debt (less than 3 years) is an act of providing liquidity, and does not violate its restriction on financing governments, would be laughable under normal circumstances, but instead reveals the degree to which expediency rules the day. Draghi is now “All In,” with no real “Plan B” in sight. The ECB will be taking on meaningful credit risk, making a promise that puts every eurozone country, particularly Germany, in jeopardy, and there is little doubt, at least in our minds, that should the monetary union collapse, it will come back on the United States. Draghi knows that in a widespread European financial panic, the U.S. will be the backstop. The Fed has done it before and given Mr. Bernanke’s philosophical bent, is likely to do it again – only the problem is significantly bigger this time. While we will have to wait and see what the market will say over time, we expect that investors will continue to differentiate between eurozone sovereigns, and that the latest ECB “solution” will not put an end to the debt crisis. Financial engineering does little to make the European fundamentals brighter.

The economy in Europe continues to reflect tough times. The eurozone appears to be in its second recession in three years (flat real GDP growth in the first quarter, -0.5% growth in the second quarter, and a Bloomberg survey of -0.8% growth in the third quarter)(2). Even Germany looks to be turning down. In September, Germany’s Manufacturing Purchasing

_________________

(1)		On September 30, 2012, Spain and Italy’s 10-year bond yields had dropped to 5.9% and 5.1%, respectively.
(2)		Growth is reported year-over-year.

Manufacturing PMI

1/31/2011 - 9/30/2012

Source: Bloomberg

Managers Index (PMI) reading(3) of 47.4 showed that the manufacturing sector has contracted for 7 straight months (10 out of the last 12), hitting a three-year low in July (43.0). The eurozone’s PMI figures tell a similar story (see chart), with manufacturing contracting for 14 straight months, also reaching a 3-year low in July (44.0). Good news is hard to find in Europe and we would expect this reality to eventually outweigh the money printing rally.

Our observations in Asia also give us some cause for concern. For the same reasons that we have highlighted in prior shareholder letters, China’s economy continues to slow sharply. We can now add FedEx, Dow Chemical, and Applied Materials to the growing list of multinational companies citing a slowdown in China. The country’s playbook of stimulative fixed investment may not be sustainable. There appears to be a tug-of-war going on in China between the Keynesians and the free marketers. The $157 billion infrastructure stimulus program is far less than the $586 billion spent in 2008-09. Perhaps some of the central planners recognize the danger in empty high rise apartment buildings, bridges to nowhere and bullet trains with few riders. With political turmoil intensifying in the midst of the once-a-decade change in communist leadership, China’s outlook remains unsettled. We quickly add, however, that longer term we are more positive on China. We never want to underestimate a country that values education, sacrifice and hard work.

In Japan, real GDP growth(4) is expected to slow from 3% in the first half of 2012 to 1.6%(5) in the second half of the year, driven by weak exports and soft consumer spending. A strengthening yen continues to disadvantage exporters, while challenging demographics (a shrinking population) hinders domestic growth opportunities. Japan’s debt level as a percentage of GDP is by far the highest of any major developed economy, projected to be upwards of 230% by 2013, and no real efforts are being made to address what has likely become an insurmountable burden. The International Monetary Fund (IMF) is projecting 1.5% real GDP growth in Japan in 2013, an uninspiring figure, but one which may prove to be overly optimistic if a global recovery does not start to take form.

While we may come across as overly bearish at the macro level, we do see attractive investment prospects when evaluating specific stock ideas. Some of the market’s best opportunities come during times of fear and uncertainty, and FMI has shown in the past that we have the ability to make money for our shareholders through difficult times. We strive to identify high-quality businesses that can withstand almost any economic environment, and buy them at discount valuations. We evaluate companies from the bottom-up with a focus on in-depth security analysis, striving to generate above-average returns while taking below-average risk. As always, we will continue to “eat our own cooking” and invest alongside our shareholders. Below we highlight two of the Fund’s investments:

CRH PLC

(Analyst: Karl Poehls)

Description

CRH PLC is a company based in Dublin, Ireland, which manufactures and distributes building material products. The company’s products include cement, aggregates, asphalt, ready-mixed concrete, agricultural and chemical lime, and concrete

_________________

(3)		A reading of less than 50 implies contraction and greater than 50 implies expansion.
(4)		Growth is reported year-over-year.
(5)		According to a Bloomberg survey on September 20, 2012.

products. The company also offers concrete paving and landscaping; precast concrete products; clay bricks, pavers, roofing tiles, and blocks; prepackaged concrete mixes; glass fabrication; and construction accessories. In addition, CRH markets and sells builders’ supplies to the construction industry as well as the do-it-yourself (DIY) market. The company’s earnings before interest, taxes, depreciation and amortization (EBITDA) can be segmented geographically as follows: 50% North America; 35% Western Europe; and 15% Emerging Regions, including Poland, China, and India.

Good Business:

	•	CRH’s aggregates, asphalt, and cement products are absolutely necessary elements of global infrastructure. Therefore, as buildings, roads, highways, and bridges wear out over time, replacement demand will ultimately translate into increased revenue for the company.
	•	CRH owns or leases 14 billion tons of aggregates reserves globally and is a top 10 cement producer in Western Europe. In the U.S., CRH operates as Oldcastle Inc. and is the third largest aggregates producer as well as the market leader in asphalt.
	•	We estimate that CRH’s weighted average cost of capital is approximately 7-8%. Over the past 10 years, the company’s return on invested capital (ROIC) has averaged 9%.
	•	The company generates considerable excess free cash flow (FCF). Over the past 5 years, CRH’s FCF has averaged €1.1 billion. This funds the annual dividend, which currently yields 4%.
	•	CRH has a solid balance sheet with net debt of €3.9 billion. As of June 2012, CRH’s interest coverage and financial leverage ratios were 6.7 times and 2.4 times, respectively.

Valuation

	•	At the current price, the company’s stock is 58% below its all-time high of €36 achieved in 2007.
	•	CRH currently trades for 1.1 times price-to-book value (P/B). This is below its trailing 7-year and 10-year average P/B multiples of 1.4 times and 1.5 times, respectively.
	•	We estimate the company’s aggregates reserves are worth €6.5-7.0 billion or €9 per share, which provides downside support.
	•	Over the past 20 years, CRH’s shares have traded for an average price-to-cash flow (P/CF) multiple of 7-8 times. Based on normalized operating cash flow of €1.8-€2.0 billion, we calculate the company’s intrinsic value is over 50% greater than the current stock price.

Management

	•	Mr. Myles Lee was appointed Group Chief Executive (CEO) in January 2009. He joined CRH in 1982 and has held various management roles within the company over the past 30 years.
	•	Mr. Mark Towe was appointed a CRH Board Director in July 2008; he joined the company in 1997. In July 2008, he was named CEO of the company’s U.S. subsidiary, Oldcastle Inc. Mr. Towe brings valuable insight to the company, with his 40 years of experience in the building materials industry.
	•	A meaningful portion of executive compensation is directly tied to return on net assets.

Investment Thesis

In CRH’s core geographic regions, construction and housing markets are in disarray and threatened by government austerity measures. Moreover, U.S. aggregates consumption, a proxy for infrastructure spending, has seen its worst volume decline since the Great Depression. This has negatively impacted CRH’s financial results and driven its valuation to multi-decade lows. As a result, we are presented with the opportunity to invest in a top-notch building materials company at an attractive valuation. In addition, the current dividend payment provides a 4% annual return while we wait for end markets to normalize.

SMC Corp.

(Analyst: Jonathan Bloom)

Description

With a 32% global market share, SMC Corp. is the world leader in pneumatic control technology, producing crucial components used in factory automation worldwide. Pneumatic technology is essentially the use of compressed air to transmit power, through the utilization of air compressors, air preparation equipment, air line equipment, direction control components

and actuators. In the fiscal year ending March of 2012, the company generated sales of ¥341.9 billion ($4.4 billion) with operating profits of ¥88.1 billion ($1.1 billion, 25.8% margin). Over 60% of sales came from overseas, with geographic distribution reported as follows: Japan (39%), Asia (28%), Europe (16%), North America (13%), and Other (4%).

Good Business:

	•	Attractive returns: 5- and 10-year average return on invested capital (ROIC) of 13.3% and 15.0%, respectively, exceeding the company’s cost of capital.
	•	Economies of scale: At approximately 2 times the market share of its closest global competitor (Festo AG, based in Germany) and 4 times the share of its next closest competitor (Parker Hannifin, U.S.), SMC is believed to be the industry’s low-cost producer, benefiting from economies of scale.
	•	Industry leading profitability: 5-year average operating margins are virtually double those of its peers: SMC: 20.9%, Parker Hannifin: 10.9%, CKD (Japan): 6.5%. Festo AG is private.
	•	Barriers to entry: It would take a significant amount of time and money to develop an equivalent range of products (over 600,000 SKUs), engineering and industry expertise, manufacturing efficiencies, sales force, and customer trust.
	•	Robust balance sheet: Total debt/capital of ~5%. Net cash of ¥285.8 billion ($3.7 billion), including ¥100 billion ($1.3 billion) of “refundable insurance payments,” which is similar to a whole life insurance cash value.
	•	Easy to understand, control of destiny: One core competency (automation control) with a narrow focus, unlike many Japanese companies. SMC sells crucial products with low technology risk.

Valuation

	•	Enterprise value-to-sales (EV/S) ratio of 1.8 times and EV/EBITDA of 6.2 times, around a standard deviation below 10-year averages. This compares with 5- and 10-year average operating margins of 20.9% and 21.9%.
	•	Price-to-earnings ratio (P/E) for fiscal year 3/2013 is 14.6 times, below its 10-year median of 19.0 times. P/E (FY3/2013, adjusted for cash and equivalents) is only 9.2 times.
	•	Trading at a 5.3% free cash flow (FCF) yield on an EV basis, based on a 5-year average of FCF.
	•	Dividend yield is 1.1%. P/B is 1.5 times, a ~25% discount to its 10-year average of 2.0 times.

Management

	•	Mr. Yoshiyuki Takada, 86, founded the company in 1959, and has been the Chairman of the Board since July 2004. Previous titles: Senior Managing Director, Chief Director of Sales, and President. The Takada family has skin in the game, owning ~11% of the total shares outstanding.
	•	Mr. Katsunori Maruyama, 65, has been the President since July 2004. He joined SMC in 1970. His previous titles were Senior Managing Director and Vice President.

Investment Thesis

SMC provides crucial low-cost products for factory automation, an industry which is likely to have solid growth prospects (10-year historical sales compound annual growth rate, or CAGR, of 6.4%) as emerging markets increase manufacturing capacity, and labor costs continue to rise. At 1.8 times EV/S and less than 10 times earnings after adjusting for cash, the current valuation is compelling. Unlike many Japanese companies, SMC has a track record of delivering value for shareholders. SMC provides a favorable risk/reward over a 3- to 5-year investment time horizon.

******

Distributions: Our Board of Directors has declared a distribution effective October 31, 2012, of $0.01549646 per share from net investment income; $0.15902 per share from short-term capital gains which will be treated as ordinary income; and $0.08366 per share from net long-term capital gains, payable October 31, 2012 to shareholders of record on October 26, 2012.

Thank you for your continued support of the FMI International Fund.

100 E. Wisconsin Ave., Suite 2200 • Milwaukee, WI 53202 • 414-226-4555

www.fmifunds.com

This shareholder letter is unaudited.

FMI International Fund

Management’s Discussion of Fund Performance

The FMI International Fund (the “Fund”) gained 23.52% in the fiscal year ended September 30, 2012. This compares to the 13.54% return of the benchmark MSCI EAFE Index (local currency)(1) and the 13.75% of the MSCI EAFE Index (US Dollar)(1). Electronic Technology, Consumer Non-Durables and Non-Energy Minerals were among the outperforming sectors in the period. Stock selection was the primary factor in these results. Stocks that had significant positive impact included Rolls-Royce, Henkel and Compass Group. Sectors that underperformed included Finance, Retail Trade and Energy Minerals. Excess cash also hurt performance. Fairfax Financial, Tesco and Royal Dutch Shell were negative contributors. TNT Express, Diageo and Syngenta were sold during the fiscal year. UPS made a bid for TNT Express and we sold on that news. Diageo and Syngenta were sold due to valuation concerns. New purchases this fiscal year included Royal Dutch Shell, Akzo Nobel, WPP PLC, Unilever and Pirelli. As of September 30, 2012, overweighted sectors included Commercial Services and Producer Manufacturing. Underweighted groups included Finance, Energy Minerals, Communications and Utilities. Stock markets around the globe were generally strong over the fiscal year, which we believe had more to do with monetary actions, i.e. quantitative easing, than any meaningful improvement in underlying fundamentals. As the fiscal year ended, economic activity had weakened across a broad spectrum of geographies. The debt crisis showed little sign of improvement in Europe, the United States or Japan. China’s economy appears to have slowed significantly. Valuations have moved higher from a year ago and while less attractive, do not appear extreme. From a macroeconomic and policy perspective, we do not see the fiscal or monetary initiatives of the past several years as being conducive to good long-term growth and employment. The explosive growth in developed countries government liabilities is particularly worrisome. Despite these negatives, we believe equities are the most attractive asset class over a long term investment time horizon. The Fund continues to sell at a discount to the MSCI EAFE benchmarks on most valuation measures. Over long periods of time, lower valuation securities tend to outperform higher valuation ones. Future results, however, may differ from the past.

COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN

FMI INTERNATIONAL FUND AND MSCI EAFE(1)

TOTAL RETURN – NOT ANNUALIZED
		Since
		Inception
	1-Year	12/31/10
FMI International Fund	23.52%	6.45%
MSCI EAFE (LOC)(1)(a)	13.54%	(2.40%)
MSCI EAFE (USD)(1)(b)	13.75%	(1.89%)

(1)		The MSCI EAFE Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. As of May 27, 2010 the MSCI EAFE Index consisted of the following 22 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. The MSCI EAFE Index is unmanaged and investors cannot invest directly in the Index. Index results are inclusive of dividends and net of foreign withholding taxes. The reported figures include reinvestment of dividends and capital gains distributions and do not reflect any fees or expenses.
		The MSCI EAFE Index is calculated in local currency as well as in U.S. dollars (USD). The concept of a local currency calculation excludes the impact of currency fluctuations. All currencies of listing are considered in the Index calculation in local currency where current prices (t) and previous day prices (t-1) are converted into USD using the same exchange rate (exchange rate t-1) in the numerator and denominator. As a consequence, the FX factor drops out of the equation. The USD calculation includes exchange rates at t and t-1. Therefore, the local currency calculation only represents the price appreciation or depreciation of the securities, whereas the USD calculation also accounts for the performance of the currency (or currencies) relative to the USD. MSCI EAFE is a service mark of MSCI Barra.
An investment cannot be made directly into an index.

This page is unaudited.

FMI International Fund

SCHEDULE OF INVESTMENTS

September 30, 2012

Shares			Cost		Value
COMMON STOCKS — 87.0% (a)

COMMERCIAL SERVICES SECTOR — 13.2%
		Advertising/Marketing
		Services — 3.4%
	166,750	WPP PLC
		(United Kingdom) (b)	$	2,070,295	$	2,271,287
		Miscellaneous Commercial
		Services — 5.6%
	40,700	Secom Co. Ltd.
		(Japan) (b)		1,906,569		2,121,391
	800	SGS S.A.
		(Switzerland) (b)		1,434,872		1,645,146
				3,341,441		3,766,537
		Personnel Services — 4.2%
	58,625	Adecco S.A.
		(Switzerland) (b)		2,623,735		2,798,398

CONSUMER DURABLES SECTOR — 4.2%
		Automotive Aftermarket — 2.3%
	144,900	Pirelli & C. SpA
		(Italy) (b)		1,677,010		1,563,592
		Recreational Products — 1.9%
	17,600	Shimano Inc.
		(Japan) (b)		873,634		1,277,871

CONSUMER NON-DURABLES SECTOR — 9.6%
		Food: Major Diversified — 5.3%
	30,600	Nestlé S.A.
		(Switzerland) (b)		1,758,233		1,930,780
	45,150	Unilever PLC
		(United Kingdom) (b)		1,632,289		1,648,519
				3,390,522		3,579,299
		Household/Personal
		Care — 4.3%
	44,075	Henkel AG & Co. KGaA
		(Germany) (b)		2,337,305		2,876,671

CONSUMER SERVICES SECTOR — 4.7%
		Restaurants — 4.7%
	287,800	Compass Group PLC
		(United Kingdom) (b)		2,809,891		3,181,422

ELECTRONIC TECHNOLOGY SECTOR — 6.2%
		Aerospace & Defense — 2.7%
	135,075	Rolls-Royce Holdings PLC
		(United Kingdom)* (b)		1,495,644		1,842,657
		Electronic Components — 3.5%
	68,800	TE Connectivity Ltd.
		(Switzerland)		2,327,386		2,339,888

ENERGY MINERALS SECTOR — 3.3%
		Integrated Oil — 3.3%
	63,850	Royal Dutch Shell PLC
		(United Kingdom) (b)		2,247,207		2,212,793

FINANCE SECTOR — 9.3%
		Financial Conglomerates — 2.7%
	53,575	Brookfield Asset
		Management Inc.
		(Canada)		1,582,167		1,849,594
		Insurance Brokers/
		Services — 3.0%
	55,500	Willis Group Holdings PLC
		(Ireland)		2,096,237		2,049,060
		Property/Casualty
		Insurance — 3.6%
	6,200	Fairfax Financial Holdings Ltd.
		(Canada)		2,496,049		2,394,798

HEALTH TECHNOLOGY SECTOR — 7.8%
		Medical Specialties — 3.9%
	43,825	Covidien PLC
		(Ireland)		2,190,783		2,604,081
		Pharmaceuticals: Major — 3.9%
	112,275	GlaxoSmithKline PLC
		(United Kingdom) (b)		2,512,651		2,591,609

INDUSTRIAL SERVICES SECTOR — 2.8%
		Oilfield Services/
		Equipment — 2.8%
	25,975	Schlumberger Ltd.
		(Curacao)		1,730,084		1,878,772

NON-ENERGY MINERALS SECTOR — 3.5%
		Construction Materials — 3.5%
	123,150	CRH PLC
		(Ireland) (b)		2,346,773		2,370,710

PROCESS INDUSTRIES SECTOR — 5.1%
		Chemicals: Specialty — 1.7%
	20,300	Shin-Etsu Chemical Co. Ltd.
		(Japan) (b)		1,063,466		1,140,841
		Industrial Specialties — 3.4%
	40,475	Akzo Nobel N.V.
		(Netherlands) (b)		2,219,895		2,285,493

PRODUCER MANUFACTURING SECTOR — 10.0%
		Industrial Conglomerates — 3.2%
	48,675	Ingersoll-Rand PLC
		(Ireland)		2,000,865		2,181,614
		Industrial Machinery — 6.8%
	14,050	Schindler Holding AG
		(Switzerland) (b)		1,615,114		1,729,867
	17,700	SMC Corp.
		(Japan) (b)		2,891,531		2,848,527
				4,506,645		4,578,394
RETAIL TRADE SECTOR — 3.1%
		Food Retail — 3.1%
	389,600	Tesco PLC
		(United Kingdom) (b)		2,115,570		2,092,163

FMI International Fund

SCHEDULE OF INVESTMENTS (Continued)

September 30, 2012

Shares or
Principal Amount		Cost		Value
COMMON STOCKS — 87.0% (a) (Continued)

TECHNOLOGY SERVICES SECTOR — 4.2%
	Information Technology
	Services — 4.2%
40,150	Accenture PLC
	(Ireland)	$	2,219,252	$	2,811,704
	Total common stocks		54,274,507		58,539,248
SHORT-TERM INVESTMENTS — 14.8% (a)
	Commercial Paper — 14.8%
$5,000,000	U.S. Bank, N.A., 0.05%,
	due 10/01/12		5,000,000		5,000,000
5,000,000	GE Capital Corp., 0.04%,
	due 10/12/12		4,999,939		4,999,939
	Total short-term
	investments		9,999,939		9,999,939
	Total investments
	— 101.8%	$	64,274,446		68,539,187
	Liabilities, less
	other assets
	— (1.8%) (a)				(1,223,343	)
	TOTAL NET
	ASSETS — 100.0%			$	67,315,844

*		Non-income producing security.
(a)		Percentages for the various classifications relate to net assets.
(b)		Security does not trade during New York Stock Exchange hours and has been valued in accordance with the procedures discussed in Note 1(a) to the financial statements and has been classified as level 2. As of September 30, 2012 the aggregate value of these securities was $40,429,737.
		PLC – Public Limited Company

SCHEDULE OF FORWARD CURRENCY CONTRACTS

				U.S. $ Value at				U.S. $ Value at
Settlement		Currency to		September 30,		Currency to		September 30,		Unrealized
Date	Counterparty	be Delivered		2012		be Received		2012		Depreciation
10/26/12	U.S. Bank, N.A.	9,800,000	British Pound	$	15,823,640	15,236,990	U.S. Dollar	$	15,236,990	$	(586,650	)
10/26/12	BMO/M&I	4,200,000	Canadian Dollar		4,269,600	4,117,324	U.S. Dollar		4,117,324		(152,276	)
10/26/12	Bank of New York	3,700,000	Euro		4,756,053	4,490,579	U.S. Dollar		4,490,579		(265,474	)
10/26/12	U.S. Bank, N.A.	1,300,000	Euro		1,671,045	1,661,660	U.S. Dollar		1,661,660		(9,385	)
10/26/12	Bank of New York	460,000,000	Japanese Yen		5,895,808	5,884,535	U.S. Dollar		5,884,535		(11,273	)
10/26/12	Bank of New York	6,500,000	Swiss Franc		6,915,033	6,598,378	U.S. Dollar		6,598,378		(316,655	)
				$	39,331,179			$	37,989,466	$	(1,341,713	)

The accompanying notes to financial statements are an integral part of these schedules.

INDUSTRY SECTORS

as of September 30, 2012 (Unaudited)

FMI Funds

STATEMENTS OF ASSETS AND LIABILITIES

September 30, 2012

		FMI			FMI		FMI
		Large Cap			Common Stock		International
		Fund			Fund		Fund

ASSETS:
Investments in securities, at value	(a)	$	6,156,651,997		$	1,116,688,483	$	68,539,187
Receivable from shareholders for purchases			20,319,735			1,219,187		94,659
Dividends and interest receivable			10,829,653			1,185,085		161,660
Receivable from investments sold			—			807,592		—
Prepaid expenses			136,749			42,839		5,900
Cash			573,221			15,393		59,177
Total assets		$	6,188,511,355		$	1,119,958,579	$	68,860,583
LIABILITIES:
Payable to brokers for investments purchased		$	10,373,379	��	$	—	$	134,953
Payable to shareholders for redemptions			6,261,353			458,114		—
Payable to adviser for management fees			2,835,309			792,757		27,633
Payable for forward currency contracts			—			—		1,341,713
Other liabilities			1,227,951			207,095		40,440
Total liabilities			20,697,992			1,457,966		1,544,739
NET ASSETS:
Capital Stock	(b)		5,114,865,489			848,084,870		62,285,427
Net unrealized appreciation			940,939,860			166,209,690		2,923,425
Accumulated net realized gain			63,970,046			100,450,155		770,475
Undistributed net investment income			48,037,968			3,755,898		1,336,517
Net assets			6,167,813,363			1,118,500,613		67,315,844
Total liabilities and net assets		$	6,188,511,355		$	1,119,958,579	$	68,860,583
CALCULATION OF NET ASSET VALUE PER SHARE:
Net asset value, offering and redemption price per share
(Net assets ÷ shares outstanding)		$	17.38		$	25.43	$	22.12

(a) Identified cost of investments		$	5,215,712,137		$	950,478,793	$	64,274,446
(b) Par value		$	0.0001		$	0.01	$	0.0001
Shares authorized			400,000,000		indefinite			300,000,000
Shares outstanding			354,811,265			43,991,679		3,042,772

The accompanying notes to financial statements are an integral part of these statements.

FMI Funds

STATEMENTS OF OPERATIONS

For the Year Ended September 30, 2012

	FMI		FMI		FMI
	Large Cap		Common Stock		International
	Fund		Fund		Fund

INCOME:
Dividends	$	113,398,629	$	17,564,073	$	775,082	*
Interest		153,417		47,689		2,081
Total income		113,552,046		17,611,762		777,163
EXPENSES:
Management fees		38,502,794		11,160,005		281,797
Transfer agent fees		6,819,808		1,248,037		36,737
Administrative and accounting services		2,650,853		573,000		71,775
Printing and postage expense		620,659		118,835		4,999
Custodian fees		338,737		75,802		30,235
Registration fees		295,314		20,776		23,731
Board of Directors fees		48,400		43,600		10,000
Professional fees		47,357		42,057		37,352
Other expenses		132,336		59,201		30,162
Amortization of offering expenses		—		—		16,140
Total expenses before reimbursement		49,456,258		13,341,313		542,928
Less expenses reimbursed by adviser		—		—		(167,198	)
Net expenses		49,456,258		13,341,313		375,730
NET INVESTMENT INCOME		64,095,788		4,270,449		401,433
NET REALIZED GAIN ON INVESTMENTS:
Securities		97,601,348		113,867,695		784,399
Forward currency contracts		—		—		532,601
Foreign currency transactions		—		—		470,474
NET REALIZED GAIN ON INVESTMENTS		97,601,348		113,867,695		1,787,474
NET CHANGE IN UNREALIZED
APPRECIATION (DEPRECIATION) OF INVESTMENTS:
Securities		957,131,983		90,965,301		5,740,094
Forward currency contracts		—		—		(1,409,705	)
Foreign currency transactions		—		—		1,331
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)		957,131,983		90,965,301		4,331,720
NET GAIN ON INVESTMENTS		1,054,733,331		204,832,996		6,119,194
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS	$	1,118,829,119	$	209,103,445	$	6,520,627

* Net of withholding taxes $78,024.

The accompanying notes to financial statements are an integral part of these statements.

FMI Funds

STATEMENTS OF CHANGES IN NET ASSETS

For the Years Ended September 30, 2012 and 2011

	FMI						FMI						FMI
	Large Cap						Common Stock						International
	Fund						Fund						Fund

	2012			2011			2012			2011			2012				2011*
OPERATIONS:
Net investment income	$	64,095,788		$	41,137,796		$	4,270,449		$	1,409,461		$	401,433		$	90,691
Net realized gain (loss) on investments		97,601,348			166,134,864			113,867,695			80,575,987			1,787,474			(48,566	)
Net change in unrealized appreciation
(depreciation) on investments		957,131,983			(299,268,485	)		90,965,301			(64,562,570	)		4,331,720			(1,408,295	)
Net increase (decrease) in
net assets from operations		1,118,829,119			(91,995,825	)		209,103,445			17,422,878			6,520,627			(1,366,170	)
DISTRIBUTIONS TO SHAREHOLDERS:
Distributions from
net investment income		(50,344,376	)		(31,698,426	)		(1,924,012	)		—			(124,040	)		—
Distributions from net realized gains		(119,091,898	)		—			(85,397,192	)		(33,400,471	)		—			—
Total distributions		(169,436,274	)		(31,698,426	)		(87,321,204	)		(33,400,471	)		(124,040	)		—
FUND SHARE ACTIVITIES:
Proceeds from shares issued		2,281,908,015			1,745,177,576			163,903,550			212,892,998			50,654,509			15,282,839
Net asset value of shares issued
in distributions reinvested		150,413,804			26,370,980			85,133,428			32,736,051			123,122			—
Cost of shares redeemed		(1,222,659,690	)		(957,460,090	)		(198,309,108	)		(209,291,415	)		(3,372,226	)		(402,817	)
Net increase in net assets derived
from Fund share activities		1,209,662,129			814,088,466			50,727,870			36,337,634			47,405,405			14,880,022
TOTAL INCREASE		2,159,054,974			690,394,215			172,510,111			20,360,041			53,801,992			13,513,852
NET ASSETS AT THE
BEGINNING OF THE PERIOD		4,008,758,389			3,318,364,174			945,990,502			925,630,461			13,513,852			—
NET ASSETS AT THE
END OF THE PERIOD	$	6,167,813,363		$	4,008,758,389		$	1,118,500,613		$	945,990,502		$	67,315,844		$	13,513,852
Undistributed net investment income	$	48,037,968		$	34,286,556		$	3,755,898		$	1,409,461		$	1,336,517		$	90,691
FUND SHARE TRANSACTIONS:
Shares sold		140,809,873			109,851,394			6,533,630			8,423,257			2,441,371			768,348
Shares issued in
distributions reinvested		9,775,503			1,765,679			3,614,947			1,427,037			6,340			—
Less shares redeemed		(75,867,253	)		(60,971,489	)		(7,952,752	)		(8,335,372	)		(153,047	)		(20,240	)
Net increase in shares outstanding		74,718,123			50,645,584			2,195,825			1,514,922			2,294,664			748,108

* For the Period from December 31, 2010 (Commencement of Operations) to September 30, 2011.

The accompanying notes to financial statements are an integral part of these statements.

FMI Large Cap Fund

FINANCIAL HIGHLIGHTS

(Selected data for each share of the Fund outstanding throughout each year)

	Years Ended September 30,
	2012			2011			2010			2009			2008
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year	$	14.31		$	14.46		$	13.27		$	13.65		$	16.18
Income from investment operations:
Net investment income		0.20			0.16			0.17			0.20			0.17
Net realized and unrealized gains (losses) on investments		3.46			(0.17	)		1.19			(0.47	)		(2.14	)
Total from investment operations		3.66			(0.01	)		1.36			(0.27	)		(1.97	)
Less distributions:
Distributions from net investment income		(0.17	)		(0.14	)		(0.17	)		(0.11	)		(0.13	)
Distributions from net realized gains		(0.42	)		—			—			—			(0.43	)
Total from distributions		(0.59	)		(0.14	)		(0.17	)		(0.11	)		(0.56	)
Net asset value, end of year	$	17.38		$	14.31		$	14.46		$	13.27		$	13.65
TOTAL RETURN		26.17	%		(0.13	%)		10.33	%		(1.79	%)		(12.58	%)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (in 000’s $)		6,167,813			4,008,758			3,318,364			2,051,701			1,140,200
Ratio of expenses (after reimbursement) to average net assets (a)		0.96	%		0.97	%		0.97	%		0.97	%		1.00	%
Ratio of net investment income to average net assets (b)		1.25	%		1.03	%		1.18	%		1.80	%		1.13	%
Portfolio turnover rate		21	%		28	%		20	%		32	%		30	%

(a)		Computed after giving effect to adviser’s expense limitation undertaking. If the Fund had paid all of its expenses for the year ended September 30, 2008, the ratio would have been 1.02%.
(b)		If the Fund had paid all of its expenses for the year ended September 30, 2008, the ratio would have been 1.11%.

FMI Common Stock Fund

FINANCIAL HIGHLIGHTS

(Selected data for each share of the Fund outstanding throughout each year)

	Years Ended September 30,
	2012			2011			2010			2009			2008
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year	$	22.63		$	22.98		$	21.07		$	21.20		$	26.61
Income from investment operations:
Net investment Income (loss)		0.09			0.03			(0.00	)*		0.05			0.08
Net realized and unrealized gains (loss) on investments		4.79			0.44			1.96			0.86			(1.74	)
Total from investment operations		4.88			0.47			1.96			0.91			(1.66	)
Less distributions:
Distributions from net investment income		(0.04	)		—			(0.04	)		(0.06	)		(0.08	)
Distributions from net realized gains		(2.04	)		(0.82	)		(0.01	)		(0.98	)		(3.67	)
Total from distributions		(2.08	)		(0.82	)		(0.05	)		(1.04	)		(3.75	)
Net asset value, end of year	$	25.43		$	22.63		$	22.98		$	21.07		$	21.20
TOTAL RETURN		22.38	%		2.03	%		9.30	%		6.04	%		(7.00	%)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (in 000’s $)		1,118,501			945,991			925,630			872,557			411,797
Ratio of expenses to average net assets		1.20	%		1.21	%		1.24	%		1.26	%		1.22	%
Ratio of net investment income (loss) to average net assets		0.38	%		0.13	%		(0.01	%)		0.32	%		0.35	%
Portfolio turnover rate		43	%		26	%		30	%		35	%		40	%

Amount less than $0.005 per share.

The accompanying notes to financial statements are an integral part of these statements.

FMI International Fund

FINANCIAL HIGHLIGHTS

(Selected data for each share of the Fund outstanding throughout each period)

				For the Period from
	For the Year Ended			December 31, 2010*
	September 30, 2012			to September 30, 2011
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period	$	18.06		$	20.00
Income from investment operations:
Net investment income		0.22			0.16
Net realized and unrealized gain (loss) on investments		4.00			(2.10	)
Total from investment operations		4.22			(1.94	)
Less distributions:
Distributions from net investment income		(0.16	)		—
Distributions from net realized gains		—			—
Total from distributions		(0.16	)		—
Net asset value, end of period	$	22.12		$	18.06
TOTAL RETURN		23.52	%		(9.70	%)(1)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in 000’s $)		67,316			13,514
Ratio of expenses (after reimbursement) to average net assets(a)		1.00	%		1.00	%(2)
Ratio of net investment income to average net assets(b)		1.07	%		1.05	%(2)
Portfolio turnover rate		20	%		12	%

*		Commencement of Operations
(1)		Not annualized.
(2)		Annualized.
(a)		Computed after giving effect to adviser’s expense limitation undertaking. If the Fund had paid all of its expenses for the year ended September 30, 2012 and for the period from December 31, 2010* to September 30, 2011, the ratios would have been 1.45% and 2.91%(2), respectively.
(b)		If the Fund had paid all of its expenses for the year ended September 30, 2012 and for the period December 31, 2010* to September 30, 2011, the ratios would have been 0.62% and (0.86%)(2), respectively.

The accompanying notes to financial statements are an integral part of this statement.

FMI Funds

NOTES TO FINANCIAL STATEMENTS

September 30, 2012

(1)		Summary of Significant Accounting Policies —
		The following is a summary of significant accounting policies of the FMI Large Cap Fund, the FMI Common Stock Fund, Inc. and the FMI International Fund (collectively the “Funds” or the “Fund”). The FMI Large Cap Fund (the “Large Cap Fund”) and the FMI International Fund (the “International Fund”) are each a series of FMI Funds, Inc. (the “Company”). Both Funds are registered as non-diversified, open-end management investment companies under the Investment Company Act of 1940 (the “Act”), as amended. The Company was incorporated under the laws of Maryland on September 5, 1996 and the Large Cap Fund commenced operations on December 31, 2001 and the International Fund on December 31, 2010. The assets and liabilities of each Fund in the Company are segregated and a shareholder’s interest is limited to the Fund in which the shareholder owns shares. The FMI Common Stock Fund, Inc. (the “Common Stock Fund”), is registered as a diversified open-end management investment company under the Act. The Common Stock Fund was incorporated under the laws of Wisconsin on July 29, 1981 and is currently closed to new investors. The investment objective of the Large Cap Fund is to seek long-term capital appreciation by investing mainly in a limited number of large capitalization value stocks. The investment objective of the Common Stock Fund is to seek long-term capital appreciation by investing mainly in small to medium capitalization value stocks. The investment objective of the International Fund is to seek capital appreciation by investing mainly in a limited number of large capitalization value stocks of non-U.S. companies.

(a)

Each security, excluding short-term investments, is valued at the last sale price reported by the principal security exchange on which the issue is traded. Securities that are traded on the Nasdaq Markets are valued at the Nasdaq Official Closing Price, or if no sale is reported, the latest bid price. Securities that are traded over-the-counter are valued at the latest bid price. For the International Fund only, securities sold short which are listed on a national securities exchange or the Nasdaq Stock Market, but which were not traded

FMI Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

September 30, 2012

(1)

Summary of Significant Accounting Policies — (Continued)

		on the valuation date, are valued at the most recent ask price. Unlisted equity securities for which market quotations are readily available are valued at the most recent bid price. For the International Fund only, options purchased or written by the Fund are valued at the average of the most recent bid and ask prices. Securities for which quotations are not readily available are valued at fair value as determined by the investment adviser in accordance with procedures approved by the Board of Directors. The fair value of a security is the amount which a Fund might reasonably expect to receive upon a current sale. The fair value of a security may differ from the last quoted price and a Fund may not be able to sell a security at the fair value. Market quotations may not be available, for example, if trading in particular securities was halted during the day and not resumed prior to the close of trading on the New York Stock Exchange. For the International Fund only, for securities that do not trade during New York Stock Exchange hours, fair value determinations are based on analyses of market movements after the close of those securities’ primary markets, and may include reviews of developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. The Board may also utilize a service provided by an independent third party to assist in fair valuation of certain securities for the International Fund. As of September 30, 2012, there were no securities that were internally fair valued. Variable rate demand notes are recorded at par value which approximates market value. Short-term investments with maturities of 60 days or less are valued at amortized cost which approximates value. For financial reporting purposes, investment transactions are recorded on the trade date.
		The Funds apply the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification “Fair Value Measurements and Disclosures” Topic 820 (“ASC 820”), which defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
		In determining fair value, the Funds use various valuation approaches. ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by generally requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Funds. Unobservable inputs reflect the Funds’ assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The inputs or methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. For the International Fund only, over the counter derivatives such as forward currency contracts may be valued using quantitative models. These models may use pricing curves based on market inputs including current exchange rates or indices. These curves are combined with volatility factors to value the overall positions. The market inputs are generally significant and can be corroborated with observable market data and therefore are classified in level 2.
		The fair value hierarchy is categorized into three levels based on the inputs as follows:

	Level 1 —	Valuations based on unadjusted quoted prices in active markets for identical assets.
	Level 2 —	Valuations based on quoted prices for similar securities or in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
	Level 3 —	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The following table summarizes the Funds’ investments as of September 30, 2012, based on the inputs used to value them:

	Large Cap Fund		Common Stock Fund		International Fund		International Fund
	Investments		Investments		Investments		Other Financial
Valuation Inputs	in Securities		in Securities		in Securities		Instruments*
Level 1 — Common Stocks	$	5,691,454,441	$	1,022,988,789	$	18,109,511	$	—
Level 2 — Common Stocks		—		—		40,429,737		—
Short-Term Commercial Paper		465,197,556		93,699,694		9,999,939		—
Forward Currency Contracts		—		—		—		(1,341,713	)
Total Level 2		465,197,556		93,699,694		50,429,676		(1,341,713	)
Level 3 —		—		—		—		—
Total	$	6,156,651,997	$	1,116,688,483	$	68,539,187	$	(1,341,713	)

	*	Other financial instruments are derivative instruments not reflected in the Schedule of Investments, include forward currency contracts, which are valued at the unrealized appreciation/(depreciation) on the instrument.

		It is the Funds’ policy to recognize transfers between levels at the end of the quarterly reporting period. There were no transfers between levels during the year ended September 30, 2012.

FMI Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

September 30, 2012

(1)

Summary of Significant Accounting Policies — (Continued)

		See the Schedules of Investments for investments detailed by industry classifications.
		On May 12, 2011, the FASB issued Accounting Standards Update No. 2011-04 (“ASU No. 2011-04”) modifying ASC 820. At the same time, the International Accounting Standards Board (“IASB”) issued International Financial Reporting Standard (“IFRS”) 13, Fair Value Measurement. The objective of the FASB and IASB is convergence of their guidance on fair value measurements and disclosures. Specifically, the ASU requires reporting entities to: i) disclose the amounts of any transfers between Level 1 and Level 2, and the reasons for the transfers; ii) disclose for Level 3 fair value measurements: a) quantitative information about significant unobservable inputs used; b) a description of the valuation processes used by the reporting entity and; c) a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs if a change in those inputs might result in a significantly higher or lower fair value measurement. The effective date of ASU No. 2011-04 is for interim and annual periods beginning after December 15, 2011. ASU No. 2011-04 has been adopted by the Funds and there has been no material impact to the disclosures.
		In December 2011, the FASB issued an Accounting Standards Update (“ASU”) to enhance disclosures requiring improved information about financial instruments and derivative instruments that are subject to offsetting (“netting”) on the Statements of Assets and Liabilities. This information will enable users of the entity’s financial statements to evaluate the effect or potential effect of netting arrangements on the entity’s financial position. The ASU is effective prospectively during interim or annual periods beginning on or after January 1, 2013. At this time, management is evaluating the implications of these changes on the financial statements.
	(b)	Net realized gains and losses on sales of securities are computed on the identified cost basis.
	(c)	Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis.
	(d)	The Funds may have investments in short-term variable rate demand notes, which are unsecured instruments. The Funds may be susceptible to credit risk with respect to these notes to the extent the issuer defaults on its payment obligation. The Funds’ policy is to monitor the creditworthiness of the issuer and nonperformance by these issuers is not anticipated.
	(e)	The International Fund may enter into forward currency contracts in order to hedge its exposure to changes in foreign currency rates on its foreign portfolio holdings or to hedge certain purchase and sale commitments denominated in foreign currencies. A forward currency contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated rate. These contracts are valued daily and the asset or liability therein represents unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date. There were on average six forward currency contracts outstanding during the year ended September 30, 2012.
		The fair value of the forward currency contracts as of September 30, 2012 is included in the following locations on the International Fund’s statement of assets and liabilities:

		Fair Value of		Fair Value of
		Asset Forward		Liability Forward
	Location	Currency Contracts	Location	Currency Contracts
Forward currency	Receivable for	$—	Payable for	$1,341,713
Contracts	forward currency		forward currency
	contracts		contracts

Realized and unrealized gains and losses on forward currency contracts entered into during the year ended September 30, 2012 by the International Fund are recorded in the following locations on the statement of operations:

		Realized		Unrealized
	Location	Gain	Location	(Loss)
Forward currency	Net realized gain on forward	$532,601	Net change in unrealized	$(1,409,705)
Contracts	currency contracts		appreciation (depreciation) on
			forward currency contracts

		These instruments involve market risk, credit risk, or both kinds of risks, in excess of the amount recognized in the International Fund’s statement of assets and liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates.

	(f)	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

FMI Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

September 30, 2012

(1)

Summary of Significant Accounting Policies — (Continued)

	(g)	The Large Cap Fund may own certain securities that are restricted. Restricted securities include Section 4(2) commercial paper, securities issued in a private placement, or securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933 (the “1933 Act”). A restricted security cannot be resold to the general public without prior registration under the 1933 Act or pursuant to the resale limitations provided by Rule 144A under the 1933 Act, or an exemption from the registration requirements of the 1933 Act. The Fund did not hold any restricted securities as of September 30, 2012.
	(h)	No provision has been made for Federal income taxes since the Funds have elected to be taxed as “regulated investment companies.” The Funds intend to distribute substantially all net investment company taxable income and net capital gains to their respective shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies.
	(i)	The Funds have reviewed all open tax years and major jurisdictions, which include Federal and the state of Maryland for the Large Cap Fund and International Fund and Federal and the state of Wisconsin for the Common Stock Fund, and concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Open tax years are those that are open for exam by taxing authorities and, as of September 30, 2012, open Federal tax years include the tax years ended September 30, 2009 through 2012 for the Large Cap Fund and the Common Stock Fund and tax years ended September 30, 2011 through 2012 only for the International Fund. The Funds have no examinations in progress and are also not 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.
	(j)	GAAP requires that permanent differences between income for financial reporting and tax purposes be reclassified in the capital accounts. During the fiscal year ended September 30, 2012, the reclassifications were as follows:

	Undistributed Net		Accumulated Net
	Investment Income		Realized Gain/(Loss)			Paid In Capital
Large Cap Fund	$	—	$	—		$	—
Common Stock Fund	$	—	$	(2	)	$	2
International Fund	$	1,003,076	$	(1,003,076	)	$	—

(k)

The International Fund incurred $64,562 of offering costs which were being amortized over a period of 12 months. For the year ended September 30, 2012, the International Fund expensed the remaining $16,140.

(2)

Investment Adviser and Management Agreements and Transactions With Related Parties —

	The Funds each have a management agreement with Fiduciary Management, Inc. (“FMI”), with whom certain officers and directors of the Funds are affiliated, to serve as investment adviser and manager. Under the terms of the agreements, the Large Cap Fund and International Fund will each pay FMI a monthly management fee at the annual rate of 0.75% of the daily net assets of such Fund and the Common Stock Fund will pay a monthly management fee at the annual rate of 1% of the daily net assets of such Fund. The Funds are responsible for paying their proportionate share of the compensation, benefits and expenses of the Funds’ Chief Compliance Officer. For administrative convenience, FMI initially makes these payments and is later reimbursed by the Funds.
	Under the respective management agreements, FMI will reimburse the Large Cap Fund for expenses over 1.20% of the daily net assets of such Fund, 1.30% for the Common Stock Fund and 1.75% for the International Fund. In addition to the reimbursement required under each management agreement, FMI will voluntarily reimburse the Large Cap Fund and the International Fund for expenses over 1.00% of such Fund’s daily net assets. For the year ended September 30, 2012 there were no contractual or voluntary reimbursements required for the Large Cap Fund or the Common Stock Fund. For the International Fund, all such reimbursements amounted to $167,198 for the year ended September 30, 2012.
	The Large Cap Fund and the International Fund have each entered into a Distribution Plan (the “Plan”), pursuant to Rule 12b-1 under the Act. Each Plan provides that such Fund may incur certain costs which may not exceed the lesser of a monthly amount equal to 0.25% of such Fund’s daily net assets or the actual distribution costs incurred during the year. Amounts payable under each Plan are paid monthly for any activities or expenses primarily intended to result in the sale of shares of such Fund. For the year ended September 30, 2012, no such expenses were incurred by either Fund.
	Under the Funds’ organizational documents, each director, officer, employee or other agent of any Fund (including the Funds’ investment manager) is indemnified, to the extent permitted by the Act, against certain liabilities that may arise out of performance of their duties to the Funds. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against such Fund that have not yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts and believe the risk of loss to be remote.

FMI Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

September 30, 2012

(2)

Investment Adviser and Management Agreements and Transactions With Related Parties — (Continued)

At September 30, 2012, three financial intermediaries are the record owners of approximately 6%, 8% and 9% of the Large Cap Fund’s shares and one financial intermediary is the record owner of approximately 8% of the Common Stock Fund’s shares. At September 30, 2012, one of the International Fund’s Directors owned directly and indirectly approximately 15% of such Fund’s shares.

(3)

Credit Agreements —

U.S. Bank, N.A. has made available to the Large Cap Fund, the Common Stock Fund and the International Fund a $400,000,000, $50,000,000 and $2,000,000 credit facility, respectively, pursuant to separate Credit Agreements (“Agreements”) effective July 14, 2008 for the Large Cap Fund and the Common Stock Fund and June 10, 2011 for the International Fund for the purposes of having cash available to satisfy redemption requests. Principal and interest of such loans under the Agreements are due not more than 20 days after the date of the loan. Amounts under the credit facility bear interest at a rate per annum equal to the current prime rate minus one percent on the amount borrowed. Advances will be collateralized by securities owned by such Fund. During the year ended September 30, 2012, none of the Funds borrowed against their Agreement. The Credit Agreements are renewable annually on June 5.

(4)		Distribution to Shareholders —
		Net investment income and net realized gains, if any, are distributed to shareholders at least annually. On October 31, 2012, the following distributions were declared and will be paid on October 31, 2012 to shareholders of record of the respective Funds on October 26, 2012:

	Large Cap Fund	Common Stock Fund	International Fund
Net Investment Income	$46,467,568	$3,755,898	$49,833
Per Share Amount	$0.13009458	$0.08649616	$0.01549646
Short-Term Realized Gain	$30,835,693	$12,322,921	$511,365
Per Share Amount	$0.08634	$0.28379	$0.15902
Long-Term Realized Gain	$42,392,949	$92,136,703	$269,002
Per Share Amount	$0.11869	$2.12186	$0.08366

(5)

Investment Transactions —

For the year ended September 30, 2012, purchases and proceeds of sales of investment securities (excluding short-term investments) were as follows:

	Large Cap Fund		Common Stock Fund		International Fund
Purchases	$	1,868,797,135	$	430,855,179	$	47,353,773
Sales		995,194,140		467,366,973		6,528,361

(6)		Income Tax Information —
		The following information for the Large Cap Fund is presented on an income tax basis as of September 30, 2012:

	Gross	Gross	Net Unrealized	Distributable	Distributable
Cost of	Unrealized	Unrealized	Appreciation	Ordinary	Long-Term
Investments	Appreciation	Depreciation	on Investments	Income	Capital Gains
$5,223,400,333	$1,048,377,429	$(115,125,765)	$933,251,664	$77,303,261	$42,392,949

The following information for the Common Stock Fund is presented on an income tax basis as of September 30, 2012:

	Gross	Gross	Net Unrealized	Distributable	Distributable
Cost of	Unrealized	Unrealized	Appreciation	Ordinary	Long-Term
Investments	Appreciation	Depreciation	on Investments	Income	Capital Gains
$954,488,262	$199,668,985	$(37,468,764)	$162,200,221	$16,078,819	$92,136,703

The following information for the International Fund is presented on an income tax basis as of September 30, 2012:

	Gross	Gross	Net Unrealized	Distributable	Distributable
Cost of	Unrealized	Unrealized	Appreciation	Ordinary	Long-Term
Investments	Appreciation	Depreciation	on Investments	Income	Capital Gains
$64,339,367	$5,099,710	$(899,493)	$4,200,217	$561,198	$269,002

The difference between the cost amounts for financial statements and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses on security transactions.

FMI Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

September 30, 2012

(6)		Income Tax Information — (Continued)
		On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “RIC Act”) was enacted, which changed various technical rules governing the tax treatment of RICs. The changes are generally effective for taxable years beginning after the date of enactment. Capital losses incurred in taxable years beginning after the date of enactment may now be carried forward indefinitely, and retain the character of the original loss. Post-enactment losses must be utilized prior to pre-enactment losses. Under pre-enactment law, capital losses could be carried forward for up to eight years, and carried forward as short-term capital loss, irrespective of the character of the original loss. The RIC Act now allows RICs to elect to “push” to the first day of the next taxable year all or part of any late year ordinary loss, which is defined as the sum of the specified post-October losses and other post-December ordinary losses, over the specified post-October gains and other post-December ordinary gains. This reduces the circumstances under which a RIC might be required to file amended Forms 1099 to restate previously reported distributions.

		The tax components of dividends paid during the years ended September 30, 2012 and 2011, capital loss carryovers, which may be used to offset future capital gains, subject to Internal Revenue Code limitations, tax basis post-October losses as of September 30, 2012, which are not recognized for tax purposes until the first day of the following fiscal year, and late year ordinary losses are:

	September 30, 2012								September 30, 2011
	Ordinary		Long-Term						Ordinary		Long-Term
	Income		Capital Gains		Capital Loss		Post-October		Income		Capital Gains
	Distributions		Distributions		Carryovers		Losses		Distributions		Distributions
Large Cap Fund	$	52,548,400	$	116,887,874	$	—	$	—	$	31,698,426	$	—
Common Stock Fund		12,922,882		74,398,322		—		—		22,444,545		10,955,926
International Fund	124,040			—		—		—		—		—

	For corporate shareholders of the Large Cap Fund, Common Stock Fund and International Fund, the percentage of dividend income distributed for the year ended September 30, 2012 which is designated as qualifying for the dividends received deduction is 94.5%, 99.3% and 0%, respectively (unaudited). The International Fund intends to elect to pass-through to shareholders the income tax credit for taxes paid to foreign countries. For the year ended September 30, 2012, the foreign source income was $853,106 (unaudited) and the foreign tax expense was $50,130 (unaudited). The pass-through of the foreign tax credit will only affect those persons who are shareholders on the dividend record dates.

	For all shareholders of the Large Cap Fund, Common Stock Fund and International Fund, the percentage of dividend income distributed for the year ended September 30, 2012 which is designated as qualified dividend income under the Jobs and Growth Tax Relief Act of 2003, is 100%, 99.3% and 100%, respectively (unaudited).

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

FMI Large Cap Fund, FMI Common Stock Fund, Inc. and FMI International Fund:

In our opinion, the accompanying statements of assets and liabilities, including the schedules 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 FMI Large Cap Fund (a series of FMI Funds, Inc.), FMI Common Stock Fund, Inc. and FMI International Fund (also a series of FMI Funds, Inc.) (hereinafter collectively referred to as the “Funds”) at September 30, 2012, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the periods indicated in the two years then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

Milwaukee, Wisconsin

October 31, 2012

FMI Funds

COST DISCUSSION

As a shareholder of the FMI Funds you incur ongoing costs, including management fees and other Fund expenses. You do not incur transaction costs such as sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees because the Funds do not charge these fees. This example is intended to help you understand your ongoing costs (in dollars) of investing in each 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 from April 1, 2012 through September 30, 2012.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in these lines, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the line under the heading entitled “Actual Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

In addition to the costs highlighted and described below, the only Fund transaction costs you might currently incur would be wire fees ($15 per wire), if you choose to have proceeds from a redemption wired to your bank account instead of receiving a check. Additionally, U.S. Bank charges an annual processing fee ($15) if you maintain an IRA account with the Fund. To determine your total costs of investing in a Fund, you would need to add any applicable wire or IRA processing fees you’ve incurred during the period to the costs provided in the example at the end of this article.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on each 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 a 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.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees or exchange fees. Therefore, the hypothetical 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.

	FMI			FMI			FMI
	Large Cap			Common Stock			International
	Fund			Fund			Fund

Actual Beginning Account Value 4/01/12	$	1,000.00		$	1,000.00		$	1,000.00

Actual Ending Account Value 9/30/12	$	1,026.00		$	960.00		$	1,034.10

Actual Expenses Paid During Period* 4/01/12-9/30/12	$	4.96		$	5.78		$	5.09

Hypothetical Beginning Account Value 4/01/12	$	1,000.00		$	1,000.00		$	1,000.00

Hypothetical Ending Account Value 9/30/12	$	1,020.10		$	1,019.10		$	1,020.00

Hypothetical Expenses Paid During Period* 4/01/12-9/30/12	$	4.95		$	5.96		$	5.05

Annualized Expense Ratio*		0.98	%		1.18	%		1.00	%

Expenses are equal to each Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period between April 1, 2012 and September 30, 2012).

FMI Funds

DIRECTORS AND OFFICERS

		Term of	Principal	# of Funds	Other
	Positions	Office and	Occupation(s)	in Complex	Directorships
Name, Age	Held with	Length of	During Past	Overseen	Held by
and Address	the Funds	Time Served	Five Years	by Director	Director or Officer
Non-Interested Directors
Barry K. Allen, 64	Director	Indefinite Term	Mr. Allen is President of Allen Enterprises, LLC,	4	BCE, Inc. (Bell
c/o Fiduciary		Since 2001	(Boca Grande, FL) a private equity investments		Canada Enterprise)
Management, Inc.			and management company, and Senior Advisor		and Harley-Davidson,
100 E. Wisconsin Ave.			for Providence Equity Partners (Providence, RI)		Inc.
Suite 2200			since September, 2007. He was Executive Vice
Milwaukee, WI 53202			President of Qwest Communications International,
			Inc. (Denver, CO) from September, 2002 to
			June, 2007.

Robert C. Arzbaecher, 52	Director	Indefinite Term	Mr. Arzbaecher is President and Chief Executive	4	Actuant Corporation
c/o Fiduciary		Since 2007	Officer of Actuant Corporation (Menomonee Falls,		and CF Industries
Management, Inc.			WI), a manufacturer of a broad range of industrial		Holdings, Inc.
100 E. Wisconsin Ave.			products and systems, and the Chairman of the
Suite 2200			Board of Directors of Actuant Corporation.
Milwaukee, WI 53202

Gordon H.	Director	Indefinite Term	Mr. Gunnlaugsson retired from M&I Corporation	4	None
Gunnlaugsson, 68		Since 2001	(Milwaukee, WI) in December, 2000.
c/o Fiduciary
Management, Inc.
100 E. Wisconsin Ave.
Suite 2200
Milwaukee, WI 53202

Paul S. Shain, 49	Director	Indefinite Term	Mr. Shain is President and Chief Executive Officer	4	None
c/o Fiduciary		Since 2001	of Singlewire Software, LLC (Madison, WI), a
Management, Inc.			provider of IP-based paging and emergency
100 E. Wisconsin Ave.			notification systems. Prior to joining Singlewire in
Suite 2200			April, 2009, Mr. Shain was Senior Vice President
Milwaukee, WI 53202			of CDW Corporation (Vernon Hills, IL) and Chief
			Executive Officer of Berbee Information Networks,
			a strategic business unit of CDW which CDW
			acquired in 2006. Mr. Shain was employed in
			various capacities by CDW and Berbee Information
			Networks from January, 2000 to October, 2008.
Interested Directors
John S. Brandser,* 50	Director	Indefinite Term	Mr. Brandser is President, Secretary, Chief	1	None
c/o Fiduciary		Since 2009	Operating Officer, and Chief Compliance Officer
Management, Inc.	Vice	One Year Term	of Fiduciary Management, Inc. and has been
100 E. Wisconsin Ave.	President	Since 2008	employed by the Adviser in various capacities
Suite 2200	and	One Year Term	since March, 1995 and a Director for only FMI
Milwaukee, WI 53202	Secretary	Since 2009	Common Stock Fund, Inc.

Patrick J. English,* 51	Director	Indefinite Term	Mr. English is Chief Executive Officer, Chief	4	None
c/o Fiduciary		Since 2001	Investment Officer and Treasurer of Fiduciary
Management, Inc.	Vice	One Year Term	Management, Inc. and has been employed by the
100 E. Wisconsin Ave.	President	Since 2001	Adviser in various capacities since December, 1986.
Suite 2200
Milwaukee, WI 53202

Ted D. Kellner,* 66	Director	Indefinite Term	Mr. Kellner is Executive Chairman of Fiduciary	4	None
c/o Fiduciary		Since 2001	Management, Inc. which he co-founded in 1980.
Management, Inc.	President	One Year Term
100 E. Wisconsin Ave.	and	Since 2001
Suite 2200	Treasurer
Milwaukee, WI 53202

FMI Funds

DIRECTORS AND OFFICERS (Continued)


		Term of	Principal	# of Funds	Other
	Positions	Office and	Occupation(s)	in Complex	Directorships
Name, Age	Held with	Length of	During Past	Overseen	Held by
and Address	the Funds	Time Served	Five Years	by Director	Director or Officer
Interested Directors
Richard E. Lane,* 56	Director	Indefinite Term	Mr. Lane is President of Broadview Advisors, LLC,	3	None
c/o Fiduciary		Since 2001	the sub-adviser to the FMI Focus Fund and a
Management, Inc.			Director of FMI Funds, Inc.
100 E. Wisconsin Ave.
Suite 2200
Milwaukee, WI 53202

Other Officer
Kathleen M. Lauters, 60	Chief	At Discretion	Ms. Lauters has been the Fund’s Chief Compliance	N/A	None
c/o Fiduciary	Compliance	of Board	Officer since September, 2004.
Management, Inc.	Officer	Since 2004
100 E. Wisconsin Ave.
Suite 2200
Milwaukee, WI 53202

__________

* Messrs. Brandser, English and Kellner are interested directors of the Funds because they are officers of the Funds and the Adviser. Mr. Brandser is a director of the FMI Common Stock Fund, Inc. only. Mr. Lane is an interested director of only the FMI Funds, Inc. which includes the FMI Large Cap Fund and the FMI International Fund, because he is an officer of the FMI Focus Fund’s sub-adviser.

ADDITIONAL INFORMATION

For additional information about the Directors and Officers or for a description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities, please call (800) 811-5311 and request Statements of Additional Information. They will be mailed to you free of charge. The Statements of Additional Information are also available on the website of the Securities and Exchange Commission (the “Commission”) at http://www.sec.gov. Information on how each of the Funds voted proxies relating to portfolio securities is available on the Funds’ website at http://www.fmifunds.com or the website of the Commission no later than August 31 for the prior 12 months ending June 30. The Funds file their complete schedules of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the Commission’s website. The Funds’ Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C., and that information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

DISCLOSURE INFORMATION

Securities named in the Letters to Shareholders or in the Management Discussions, but not listed in the Schedules of Investments are not held in the Funds as of the date of this disclosure. Portfolio holdings are subject to change without notice and are not intended as recommendations of individual securities.

As of the Funds’ Prospectuses dated January 31, 2012, the FMI Large Cap Fund and FMI Common Stock Fund’s annual operating expense ratios are 0.97% and 1.21%, respectively. FMI International Fund’s annual operating expense ratio is 2.91%, less an expense reimbursement of 1.91% for a net operating expense ratio of 1.00%. Fiduciary Management, Inc. (FMI) has contractually agreed to waive its advisory fee to the extent necessary to ensure that net expenses of FMI International Fund do not exceed 1.75% of the average daily net assets. In addition to the reimbursement required under the International Fund’s investment advisory agreement, FMI will reimburse FMI International Fund for expenses in excess of 1.00% of the daily net assets. FMI will not terminate this reimbursement prior to January 31, 2013.

Risks associated with investing in the Funds are as follows: FMI Large Cap Fund: Stock Market Risk, Medium Capitalization Companies Risk, Non-Diversification Risk, Value Investing Risk, Foreign Securities Risk and Market Timing Risk. FMI Common Stock Fund: Stock Market Risk, Medium and Small Capitalization Companies Risk, Value Investing Risk, Foreign Securities Risk, and Market Timing Risk. FMI International Fund: Stock Market Risk, Non-Diversification Risk, Value Investing Risk, Foreign Securities Risk, Geographic Concentration Risk, Currency Hedging Risk and Market Timing Risk.

Please note the FMI Common Stock Fund, Inc. is currently closed to new investors.

FMI Funds

DISCLOSURE INFORMATION (Continued)

This report is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Fund unless accompanied or preceded by the Fund’s current prospectus.

Please read the prospectuses carefully to consider the investment objectives, risks, charges and expenses, before investing or sending money. The prospectuses contain this and more information about the FMI Funds. Please read the prospectuses carefully before investing.

For more information about the FMI Funds, call 1-800-811-5311

Distributed by Rafferty Capital Markets, LLC

NOTICE OF PRIVACY POLICY

Protecting the privacy of our shareholders is important to us. This notice describes the practices and policies through which we maintain the confidentiality and protect the security of your non-public personal information.

What Information We Collect

In the course of providing services to you, we may collect the following types of “non-public personal information” about you:

•	Information we receive from you on applications or other forms, such as your name, address and social security number, the types and amounts of investments and bank account information, and

•	Information about your transactions with us, our affiliates and others, as well as other account data.

What Information We Disclose

We do not disclose any nonpublic personal information about our current or former shareholders to anyone, except as permitted by law. For example, we are permitted by law to disclose all of the information we collect, as described above, to our transfer agent to process your transactions. Furthermore, we restrict access to your nonpublic personal information to those persons who require such information to provide products or services to you. We maintain physical, electronic and procedural safeguards that comply with federal standards to guard your nonpublic personal information.

In the event that you hold shares of any Fund through a financial intermediary, including, but not limited to, a broker-dealer, bank or trust company, the privacy policy of your financial intermediary may govern how your nonpublic personal information would be shared with nonaffiliated third parties.

IMPORTANT NOTICE REGARDING DELIVERY OF SHAREHOLDER DOCUMENTS

In order to reduce expenses, we will deliver a single copy of prospectuses, proxies, financial reports, and other communication to shareholders with the same residential address, provided they have the same last name or we reasonably believe them to be members of the same family. Unless we are notified otherwise, we will continue to send you only one copy of these materials for as long as you remain a shareholder of the Funds. If you would like to receive individual mailings, please call (800) 811-5311 and we will begin sending you separate copies of these materials within 30 days after we receive your request.

Thank you for allowing us to serve your investment needs.

FMI Large Cap Fund	FMI Common Stock Fund	FMI International Fund
	100 East Wisconsin Avenue, Suite 2200
	Milwaukee, Wisconsin 53202
	www.fmifunds.com
	414-226-4555

BOARD OF DIRECTORS
BARRY K. ALLEN	GORDON H. GUNNLAUGSSON
ROBERT C. ARZBAECHER	TED D. KELLNER
JOHN S. BRANDSER*	RICHARD E. LANE**
PATRICK J. ENGLISH	PAUL S. SHAIN
* Common Stock Fund only
** Large Cap Fund and International Fund only

INVESTMENT ADVISER

FIDUCIARY MANAGEMENT, INC.

100 East Wisconsin Avenue, Suite 2200

Milwaukee, Wisconsin 53202

ADMINISTRATOR, ACCOUNTANT, TRANSFER

AGENT AND DIVIDEND DISBURSING AGENT

U.S. BANCORP FUND SERVICES, LLC

615 East Michigan Street

Milwaukee, Wisconsin 53202

800-811-5311 or 414-765-4124

CUSTODIAN	INDEPENDENT REGISTERED
U.S. BANK, N.A.	PUBLIC ACCOUNTING FIRM
	PRICEWATERHOUSECOOPERS LLP
DISTRIBUTOR
RAFFERTY CAPITAL	LEGAL COUNSEL
MARKETS, LLC	FOLEY & LARDNER LLP



	FMI Funds 1-800-811-5311 www.fmifunds.com

Item 2. Code of Ethics.

Registrant has adopted a code of ethics. See attached Exhibit 12 (a) (1).

Item 3. Audit Committee Financial Expert.

Registrant’s Board of Directors has determined that Mr. Gordon Gunnlaugsson, a member of its audit committee, is an audit committee financial expert. Mr. Gunnlaugsson is “independent” as such term is defined in Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees

$20,850 (FY 2012) and $20,453 (FY 2011) are the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant to the registrant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

(b) Audit-Related Fees

There were no fees billed in the last two fiscal years for Audit-Related Fees.

(c)

Tax Fees

There were no fees billed in the last two fiscal years for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice, tax planning and tax return preparation.

There were no fees billed in the last two fiscal years for professional services rendered by the principal accountant to registrant’s investment adviser for tax compliance, tax advice and tax planning that were required to be approved by the audit committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.

(d) All Other Fees

There were no other fees billed in the last two fiscal years for products and services provided by the principal accountant to the registrant, other than the services reported in paragraphs (a) – (c) of this Item 4.

There were no fees billed in the last two fiscal years for products and services provided by the principal accountant to registrant’s investment adviser, which were required to be approved by the audit committee pursuant to paragraph (c)(7)(ii) or Rule 2-01 or Regulation S-X.

(e) (1) None

(e) (2) None

(f) Not applicable.

(g) See the tax fees disclosed in paragraph (c) of this Item 4.

(h) Not applicable, as no non-audit services were provided to registrant’s investment adviser.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Schedule of Investments.

(a)	The Schedule of Investments in securities of unaffiliated issuers is included as part of the report to shareholders filed under Item 1 of this Form.

(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. Purchases 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.

None.

Item 11. Controls and Procedures.

(a)	The Registrant’s disclosure controls and procedures are periodically evaluated. As of October 26, 2012, the date of the last evaluation, the Registrant’s officers have concluded that the Registrant’s disclosure controls and procedures are adequate.

(b)

The Registrant’s internal controls are periodically evaluated. There were no changes in the Registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, such controls.

Item 12. Exhibits.

(a)	(1) Any code of ethics or amendment thereto. Filed herewith.

(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

(3)	Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons. Not applicable to open-end investment companies.

(b)	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

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.

FMI Common Stock Fund, Inc.

Registrant

By /s/Ted D. Kellner

Ted D. Kellner, Principal Executive Officer

Date November 7, 2012

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.

FMI Common Stock Fund, Inc.

Registrant

By /s/Ted D. Kellner

Ted D. Kellner, Principal Executive Officer

Date November 7, 2012

Fmi Common Stock Fund Inactive N-CSRCertified annual shareholder report (management investment company)