Variable Insurance Products 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 811-3329

Variable Insurance Products Fund

(Exact name of registrant as specified in charter)

245 Summer St., Boston, Massachusetts 02210

(Address of principal executive offices) (Zip code)

Marc Bryant, Secretary

245 Summer St.

Boston, Massachusetts 02210

(Name and address of agent for service)

Registrant's telephone number, including area code:

617-563-7000


Date of fiscal year end:	December 31

Date of reporting period:	December 31, 2017

This report on Form N-CSR relates solely to the Registrant’s VIP Equity-Income Portfolio, VIP Growth Portfolio, VIP High Income Portfolio, VIP Overseas Portfolio and VIP Value Portfolio series (each, a “Fund” and collectively, the “Funds”).

Item 1.

Reports to Stockholders

Fidelity® Variable Insurance Products:

High Income Portfolio

Annual Report

December 31, 2017

Contents

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

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Fidelity® Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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

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

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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. During periods of reimbursement by Fidelity, a fund’s total return will be greater than it would be had the reimbursement not occurred. Performance numbers are net of all underlying fund operating expenses, but do not include any insurance charges imposed by your insurance company’s separate account. If performance information included the effect of these additional charges, the total returns would have been lower. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

For the periods ended December 31, 2017	Past 1 year	Past 5 years	Past 10 years
Initial Class	7.13%	4.87%	6.36%
Service Class	7.07%	4.75%	6.26%
Service Class 2	6.91%	4.59%	6.09%
Investor Class	6.95%	4.82%	6.33%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in VIP High Income Portfolio - Initial Class on December 31, 2007.

The chart shows how the value of your investment would have changed, and also shows how the The BofA Merrill Lynch℠ US High Yield Constrained Index performed over the same period.

	Period Ending Values
	$18,523	VIP High Income Portfolio - Initial Class
	$21,501	The BofA Merrill Lynch℠ US High Yield Constrained Index

Management's Discussion of Fund Performance

Market Recap: U.S. corporate high-yield bonds gained 7.48% in 2017, as measured by The BofA Merrill Lynch℠ US High Yield Constrained Index. Generally supported by a resurgence in investor risk appetite, high-yield bonds began the year on a strong note and maintained momentum into late July, rising along with other risk assets and supported by the view that the new administration’s agenda would be stimulative for the U.S. economy. Although heightened geopolitical risk and some industry-specific developments hampered high yield for a brief stretch in early August, the favorable environment for risk assets in the first half of the period generally prevailed overall, as the index continued on an uptrend through the end of the year. Accordingly, lower-quality bonds within the index advanced about 11%, topping credits rated BB (+7%) and B (+6%). By industry, gains were broad-based, with metals/mining (+11%), chemicals (+11%) and steel (+8%) boosted by firming commodities prices and the potential for increased infrastructure spending in the U.S. Other big movers included banks & thrifts (+12%), utilities (+12%) and services (+9%). The index’s largest component the past year, energy, exactly matched the market with a gain of 7.48%. Notable laggards included super retail (+2%) and food & drug retail (-2%), while the defensive-oriented telecommunications segment gained about 5%.

Comments from Portfolio Manager Matthew Conti: For the year, the fund's share classes gained about 7%, roughly in line with the BofA Merrill Lynch benchmark. I am pleased that my more-conservative approach toward credit risk held up reasonably well in 2017 despite lower-quality securities faring best. The fund’s core high-yield bond portfolio outpaced the benchmark, primarily due to security selection among bonds rated B and BB. My picks among bonds rated CCC helped relative performance to a lesser extent, but the benefit was more than offset by an underweighting in this outperforming credit tier. A non-benchmark allocation to floating-rate bank loans lagged high yield and detracted from the fund’s relative result. By industry, security selection was positive overall, led by gaming and telecommunications. I made a good call in avoiding benchmark constituent Frontier Communications until December. The fund's biggest individual relative contributor, Frontier’s bonds struggled because the old-line telephone services company faced a number of challenges. Our holdings in Scientific Games International benefited the fund, as the maker of lottery and slot machines saw good interest in its new games. Conversely, selections in super retail and food/beverage/tobacco detracted, as did the fund’s cash position of 3%, on average, in a strong market. The biggest relative detractor was natural gas exploration & production company Southwestern Energy, which was hampered by investor concern about a potential oversupply of natural gas. In health care, our position in hospital operator Community Health Systems detracted. In late October, the firm announced disappointing financial results that it attributed to 12.4% fewer admissions than during its fiscal third quarter a year ago.

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

Investment Summary (Unaudited)

Top Five Holdings as of December 31, 2017

(by issuer, excluding cash equivalents)	% of fund's net assets
CCO Holdings LLC/CCO Holdings Capital Corp.	2.6
Icahn Enterprises LP/Icahn Enterprises Finance Corp.	2.4
Valeant Pharmaceuticals International, Inc.	1.9
APX Group, Inc.	1.5
TransDigm, Inc.	1.4
	9.8

Top Five Market Sectors as of December 31, 2017

	% of fund's net assets
Energy	16.9
Telecommunications	8.2
Cable/Satellite TV	6.8
Healthcare	6.7
Technology	6.1

Quality Diversification (% of fund's net assets)

As of December 31, 2017
	BBB	1.0%
	BB	42.8%
	B	41.5%
	CCC,CC,C	9.8%
	Not Rated	1.7%
	Equities	0.4%
	Short-Term Investments and Net Other Assets	2.8%

We have used ratings from Moody's Investors Service, Inc. Where Moody's^® ratings are not available, we have used S&P^® ratings. All ratings are as of the date indicated and do not reflect subsequent changes.

Asset Allocation (% of fund's net assets)

As of December 31, 2017^*
	Nonconvertible Bonds	83.9%
	Convertible Bonds, Preferred Stocks	0.5%
	Common Stocks	0.2%
	Bank Loan Obligations	9.4%
	Other Investments	3.2%
	Short-Term Investments and Net Other Assets (Liabilities)	2.8%

* Foreign investments - 23.3%

Investments December 31, 2017

Showing Percentage of Net Assets

Corporate Bonds - 84.2%
	Principal Amount	Value
Convertible Bonds - 0.3%
Broadcasting - 0.3%
DISH Network Corp.:
2.375% 3/15/24 (a)	$1,560,000	$1,498,575
3.375% 8/15/26	1,580,000	1,719,238
		3,217,813
Nonconvertible Bonds - 83.9%
Aerospace - 1.7%
Bombardier, Inc. 6.125% 1/15/23 (a)	2,795,000	2,739,100
DAE Funding LLC:
4% 8/1/20 (a)	705,000	712,050
4.5% 8/1/22 (a)	4,065,000	3,993,863
5% 8/1/24 (a)	4,710,000	4,651,125
TransDigm, Inc.:
6% 7/15/22	1,725,000	1,759,500
6.375% 6/15/26	4,340,000	4,383,400
		18,239,038
Air Transportation - 1.7%
Air Canada 7.75% 4/15/21 (a)	895,000	1,015,825
Allegiant Travel Co. 5.5% 7/15/19	3,335,000	3,422,544
Continental Airlines, Inc. pass-thru trust certificates 9.798% 4/1/21	1,340,217	1,470,888
Delta Air Lines, Inc. pass-thru trust certificates 8.021% 2/10/24	926,754	1,039,539
U.S. Airways pass-thru certificates:
Series 2012-2C, 5.45% 6/3/18	3,565,000	3,636,300
Series 2013-1 Class B, 5.375% 11/15/21	579,040	609,862
United Air Lines, Inc. pass-thru trust certificates Class B, 7.336% 7/2/19	1,699,359	1,809,818
United Continental Holdings, Inc. 4.25% 10/1/22	4,585,000	4,613,656
		17,618,432
Automotive & Auto Parts - 0.5%
American Tire Distributors, Inc. 10.25% 3/1/22 (a)	1,040,000	1,071,200
Delphi Technologies PLC 5% 10/1/25 (a)	1,330,000	1,346,625
Jaguar Land Rover PLC 4.5% 10/1/27 (a)	870,000	856,950
ZF North America Capital, Inc. 4.75% 4/29/25 (a)	1,775,000	1,879,281
		5,154,056
Broadcasting - 1.3%
AMC Networks, Inc.:
4.75% 12/15/22	925,000	944,656
4.75% 8/1/25	2,265,000	2,245,181
5% 4/1/24	1,680,000	1,701,000
Gray Television, Inc. 5.875% 7/15/26 (a)	1,020,000	1,045,500
Sirius XM Radio, Inc.:
3.875% 8/1/22 (a)	3,655,000	3,664,138
5% 8/1/27 (a)	3,455,000	3,463,638
		13,064,113
Building Materials - 1.0%
Building Materials Corp. of America 4.75% 1/15/28 (a)	2,165,000	2,170,001
CEMEX Finance LLC 6% 4/1/24 (a)	2,715,000	2,857,538
CEMEX S.A.B. de CV:
5.7% 1/11/25 (a)	1,100,000	1,160,500
7.75% 4/16/26 (a)	2,030,000	2,298,975
Eagle Materials, Inc. 4.5% 8/1/26	2,145,000	2,236,163
		10,723,177
Cable/Satellite TV - 5.6%
Altice SA:
7.625% 2/15/25 (a)	1,180,000	1,129,850
7.75% 5/15/22 (a)	12,865,000	12,671,978
Altice U.S. Finance SA 5.5% 5/15/26 (a)	2,945,000	3,000,219
Cablevision Systems Corp. 5.875% 9/15/22	570,000	561,450
CCO Holdings LLC/CCO Holdings Capital Corp.:
4% 3/1/23 (a)	3,830,000	3,791,700
5% 2/1/28 (a)	8,430,000	8,198,175
5.125% 5/1/23 (a)	1,065,000	1,086,300
5.125% 5/1/27 (a)	5,530,000	5,447,050
5.5% 5/1/26 (a)	8,285,000	8,492,125
CSC Holdings, Inc. 5.5% 4/15/27 (a)	2,245,000	2,289,900
Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH 5% 1/15/25 (a)	1,685,000	1,727,125
Virgin Media Secured Finance PLC 5.5% 8/15/26 (a)	3,170,000	3,249,250
Ziggo Bond Finance BV:
5.875% 1/15/25 (a)	1,810,000	1,778,325
6% 1/15/27 (a)	3,095,000	3,017,625
Ziggo Secured Finance BV 5.5% 1/15/27 (a)	2,505,000	2,486,213
		58,927,285
Capital Goods - 0.3%
J.B. Poindexter & Co., Inc. 9% 4/1/22 (a)	3,072,000	3,187,200
Chemicals - 3.0%
CF Industries Holdings, Inc.:
3.4% 12/1/21 (a)	1,070,000	1,080,859
3.45% 6/1/23	1,110,000	1,094,738
4.5% 12/1/26 (a)	770,000	802,441
5.15% 3/15/34	170,000	173,400
Evolution Escrow Issuer LLC 7.5% 3/15/22 (a)	1,875,000	1,959,375
Kraton Polymers LLC/Kraton Polymers Capital Corp. 7% 4/15/25 (a)	3,080,000	3,295,600
NOVA Chemicals Corp.:
4.875% 6/1/24 (a)	2,305,000	2,299,238
5.25% 6/1/27 (a)	2,115,000	2,109,713
Nufarm Australia Ltd. 6.375% 10/15/19 (a)	2,050,000	2,085,875
Olin Corp. 5.125% 9/15/27	2,270,000	2,389,175
Platform Specialty Products Corp. 5.875% 12/1/25 (a)	1,240,000	1,230,700
TPC Group, Inc. 8.75% 12/15/20 (a)	5,100,000	5,100,000
Trinseo Materials Operating SCA/Trinseo Materials Finance, Inc. 5.375% 9/1/25 (a)	2,810,000	2,908,350
Tronox Finance PLC 5.75% 10/1/25 (a)	555,000	570,263
Valvoline, Inc. 4.375% 8/15/25	2,355,000	2,378,550
Versum Materials, Inc. 5.5% 9/30/24 (a)	1,540,000	1,647,800
		31,126,077
Consumer Products - 0.1%
Mattel, Inc. 6.75% 12/31/25 (a)	915,000	927,307
Containers - 2.2%
Ardagh Packaging Finance PLC/Ardagh MP Holdings U.S.A., Inc.:
4.625% 5/15/23 (a)	5,155,000	5,259,647
7.25% 5/15/24 (a)	1,275,000	1,388,156
Crown Americas LLC/Crown Americas Capital Corp. V 4.25% 9/30/26	3,105,000	3,058,425
OI European Group BV 4% 3/15/23 (a)	2,850,000	2,853,848
Owens-Brockway Glass Container, Inc. 5.375% 1/15/25 (a)	4,115,000	4,341,325
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA:
3 month U.S. LIBOR + 3.500% 4.8592% 7/15/21 (a)(b)(c)	1,470,000	1,492,050
5.75% 10/15/20	2,897,632	2,941,097
Silgan Holdings, Inc. 4.75% 3/15/25 (a)	1,680,000	1,722,000
		23,056,548
Diversified Financial Services - 5.7%
Chobani LLC/Finance Corp., Inc. 7.5% 4/15/25 (a)	1,725,000	1,828,500
FLY Leasing Ltd.:
5.25% 10/15/24	955,000	955,000
6.375% 10/15/21	2,890,000	3,012,825
Icahn Enterprises LP/Icahn Enterprises Finance Corp.:
5.875% 2/1/22	8,165,000	8,267,063
6% 8/1/20	2,390,000	2,457,936
6.25% 2/1/22 (a)	2,815,000	2,878,338
6.25% 2/1/22	5,575,000	5,700,438
6.375% 12/15/25 (a)	2,140,000	2,140,214
6.75% 2/1/24	4,500,000	4,623,750
ILFC E-Capital Trust I 3 month U.S. LIBOR + 1.550% 4.37% 12/21/65 (a)(b)(c)	4,595,000	4,480,125
ILFC E-Capital Trust II 3 month U.S. LIBOR + 1.800% 4.62% 12/21/65 (a)(b)(c)	7,445,000	7,184,425
James Hardie International Finance Ltd.:
4.75% 1/15/25 (a)	770,000	775,775
5% 1/15/28 (a)	775,000	780,813
MSCI, Inc. 4.75% 8/1/26 (a)	6,120,000	6,426,000
Quicken Loans, Inc. 5.25% 1/15/28 (a)	2,135,000	2,107,672
Radiate Holdco LLC/Radiate Financial Service Ltd. 6.625% 2/15/25 (a)	1,190,000	1,124,550
SLM Corp. 5.5% 1/25/23	2,490,000	2,483,775
Tempo Acquisition LLC 6.75% 6/1/25 (a)	2,920,000	2,949,200
		60,176,399
Diversified Media - 0.5%
E.W. Scripps Co. 5.125% 5/15/25 (a)	760,000	756,200
MDC Partners, Inc. 6.5% 5/1/24 (a)	3,485,000	3,502,425
Nielsen Finance LLC/Nielsen Finance Co. 5% 4/15/22 (a)	770,000	792,138
		5,050,763
Energy - 16.1%
Antero Resources Corp.:
5% 3/1/25	2,500,000	2,550,000
5.125% 12/1/22	5,515,000	5,625,300
5.625% 6/1/23 (Reg. S)	2,500,000	2,600,000
Calfrac Holdings LP 7.5% 12/1/20 (a)	2,040,000	2,009,400
California Resources Corp. 8% 12/15/22 (a)	3,055,000	2,520,375
Cheniere Corpus Christi Holdings LLC:
5.125% 6/30/27	1,290,000	1,334,376
5.875% 3/31/25	2,935,000	3,180,806
7% 6/30/24	1,555,000	1,769,784
Chesapeake Energy Corp.:
4.875% 4/15/22	1,915,000	1,814,463
5.75% 3/15/23	3,275,000	3,029,375
8% 12/15/22 (a)	4,309,000	4,648,334
8% 1/15/25 (a)	1,660,000	1,676,600
8% 6/15/27 (a)	2,000,000	1,920,000
Consolidated Energy Finance SA:
3 month U.S. LIBOR + 3.750% 5.3385% 6/15/22 (a)(b)(c)	7,095,000	7,068,576
6.875% 6/15/25 (a)	2,230,000	2,363,800
Continental Resources, Inc.:
3.8% 6/1/24	2,465,000	2,437,269
4.375% 1/15/28 (a)	2,350,000	2,319,920
4.5% 4/15/23	4,965,000	5,064,300
4.9% 6/1/44	775,000	740,125
Covey Park Energy LLC 7.5% 5/15/25 (a)	2,875,000	2,996,325
Crestwood Midstream Partners LP/Crestwood Midstream Finance Corp. 5.75% 4/1/25	2,080,000	2,147,600
CVR Refining LLC/Coffeyville Finance, Inc. 6.5% 11/1/22	5,810,000	5,984,300
Denbury Resources, Inc. 9% 5/15/21 (a)	2,415,000	2,466,319
Diamond Offshore Drilling, Inc. 7.875% 8/15/25	1,775,000	1,857,094
Endeavor Energy Resources LP/EER Finance, Inc.:
5.5% 1/30/26 (a)	455,000	462,963
5.75% 1/30/28 (a)	455,000	467,285
Energy Transfer Equity LP 4.25% 3/15/23	2,325,000	2,307,563
Ensco PLC:
4.5% 10/1/24	2,965,000	2,490,600
5.2% 3/15/25	6,385,000	5,427,250
8% 1/31/24	2,205,000	2,210,513
EP Energy LLC/Everest Acquisition Finance, Inc. 8% 11/29/24 (a)	3,800,000	3,923,500
Exterran Energy Solutions LP 8.125% 5/1/25 (a)	1,175,000	1,263,125
Exterran Partners LP/EXLP Finance Corp. 6% 4/1/21	6,300,000	6,300,000
Forum Energy Technologies, Inc. 6.25% 10/1/21	2,845,000	2,852,113
FTS International, Inc.:
3 month U.S. LIBOR + 7.500% 9.0885% 6/15/20 (a)(b)(c)	762,000	777,240
6.25% 5/1/22	1,015,000	982,013
Hess Infrastructure Partners LP 5.625% 2/15/26 (a)	1,445,000	1,491,963
Hilcorp Energy I LP/Hilcorp Finance Co.:
5% 12/1/24 (a)	3,140,000	3,108,600
5.75% 10/1/25 (a)	1,995,000	2,039,888
Jonah Energy LLC 7.25% 10/15/25 (a)	1,650,000	1,662,375
Nabors Industries, Inc. 5.5% 1/15/23	4,662,000	4,522,140
Newfield Exploration Co. 5.375% 1/1/26	765,000	808,988
NextEra Energy Partners LP:
4.25% 9/15/24 (a)	810,000	824,175
4.5% 9/15/27 (a)	565,000	562,175
NGL Energy Partners LP/NGL Energy Finance Corp. 6.125% 3/1/25	540,000	526,500
NGPL PipeCo LLC:
4.375% 8/15/22 (a)	310,000	315,231
4.875% 8/15/27 (a)	310,000	321,625
Noble Holding International Ltd.:
4.625% 3/1/21	3,196,000	2,988,260
5.25% 3/15/42	1,160,000	739,500
7.7% 4/1/25 (b)	1,695,000	1,419,563
7.75% 1/15/24	2,345,000	2,016,700
NuStar Logistics LP 5.625% 4/28/27	855,000	869,963
Parsley Energy LLC/Parsley:
5.25% 8/15/25 (a)	410,000	411,025
5.375% 1/15/25 (a)	645,000	651,450
PBF Logistics LP/PBF Logistics Finance, Inc.:
6.875% 5/15/23	2,475,000	2,549,250
6.875% 5/15/23 (a)	1,840,000	1,895,200
Precision Drilling Corp.:
5.25% 11/15/24	775,000	730,438
6.5% 12/15/21	503,000	512,431
7.125% 1/15/26 (a)	965,000	984,300
Range Resources Corp.:
4.875% 5/15/25	1,010,000	974,650
5% 8/15/22	3,400,000	3,383,000
5% 3/15/23	3,200,000	3,184,000
SemGroup Corp. 7.25% 3/15/26 (a)	1,135,000	1,160,538
SESI LLC 7.75% 9/15/24 (a)	745,000	791,563
Southwestern Energy Co. 4.1% 3/15/22	920,000	906,200
Summit Midstream Holdings LLC 5.75% 4/15/25	1,980,000	1,996,612
Sunoco LP/Sunoco Finance Corp.:
5.5% 8/1/20	4,145,000	4,265,723
6.375% 4/1/23	2,050,000	2,160,188
Targa Resources Partners LP/Targa Resources Partners Finance Corp.:
5% 1/15/28 (a)	3,100,000	3,092,250
5.125% 2/1/25	665,000	680,794
5.25% 5/1/23	400,000	409,000
5.375% 2/1/27	665,000	682,456
6.75% 3/15/24	3,065,000	3,287,213
TerraForm Power Operating LLC:
4.25% 1/31/23 (a)	550,000	545,875
5% 1/31/28 (a)	550,000	544,500
The Williams Companies, Inc.:
3.7% 1/15/23	2,185,000	2,174,075
4.55% 6/24/24	2,915,000	3,024,313
Whiting Petroleum Corp.:
5% 3/15/19	1,440,000	1,476,720
5.75% 3/15/21	820,000	841,525
6.25% 4/1/23	1,060,000	1,087,825
6.625% 1/15/26 (a)	730,000	744,600
		168,953,966
Entertainment/Film - 0.3%
AMC Entertainment Holdings, Inc. 5.875% 11/15/26	940,000	925,900
New Cotai LLC/New Cotai Capital Corp. 10.625% 5/1/19 pay-in-kind (a)(b)	2,673,723	2,573,458
		3,499,358
Environmental - 0.4%
CD&R Waterworks Merger Sub LLC 6.125% 8/15/25 (a)	480,000	487,200
LBC Tank Terminals Holding Netherlands BV 6.875% 5/15/23 (a)	3,630,000	3,779,738
		4,266,938
Food & Drug Retail - 0.8%
Albertsons Companies LLC/Safeway, Inc./New Albertson's, Inc./Albertson's LLC:
5.75% 3/15/25	1,650,000	1,488,300
6.625% 6/15/24	1,300,000	1,231,750
Albertsons, Inc.:
6.625% 6/1/28	400,000	316,000
7.45% 8/1/29	365,000	321,200
7.75% 6/15/26	430,000	387,000
8% 5/1/31	3,242,000	2,925,905
8.7% 5/1/30	315,000	294,525
FAGE International SA/FAGE U.S.A. Dairy Industry, Inc. 5.625% 8/15/26 (a)	315,000	303,975
Tops Holding LLC/Tops Markets II Corp. 8% 6/15/22 (a)	2,005,000	1,082,700
		8,351,355
Food/Beverage/Tobacco - 2.0%
C&S Group Enterprises LLC 5.375% 7/15/22 (a)	4,360,000	4,109,300
Cott Holdings, Inc. 5.5% 4/1/25 (a)	1,195,000	1,227,863
Lamb Weston Holdings, Inc.:
4.625% 11/1/24 (a)	4,465,000	4,598,950
4.875% 11/1/26 (a)	905,000	945,725
Post Holdings, Inc.:
5% 8/15/26 (a)	1,950,000	1,918,313
5.625% 1/15/28 (a)	1,715,000	1,724,090
5.75% 3/1/27 (a)	1,635,000	1,663,613
Vector Group Ltd. 6.125% 2/1/25 (a)	4,500,000	4,657,500
		20,845,354
Gaming - 2.2%
CRC Escrow Issuer LLC/CRC Finance LLC 5.25% 10/15/25 (a)	3,525,000	3,551,438
MCE Finance Ltd. 4.875% 6/6/25 (a)	2,075,000	2,097,746
MGM Growth Properties Operating Partnership LP:
4.5% 9/1/26	5,695,000	5,666,525
4.5% 1/15/28 (a)	895,000	877,100
Scientific Games Corp.:
5% 10/15/25 (a)	350,000	350,875
6.625% 5/15/21	2,710,000	2,798,075
7% 1/1/22 (a)	225,000	237,094
Station Casinos LLC 5% 10/1/25 (a)	2,575,000	2,587,875
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 5.25% 5/15/27 (a)	1,515,000	1,535,831
Wynn Macau Ltd.:
4.875% 10/1/24 (a)	890,000	894,450
5.5% 10/1/27 (a)	2,660,000	2,689,925
		23,286,934
Healthcare - 6.7%
AMAG Pharmaceuticals, Inc. 7.875% 9/1/23 (a)	2,170,000	2,113,038
Catalent Pharma Solutions 4.875% 1/15/26 (a)	400,000	401,500
Community Health Systems, Inc.:
6.25% 3/31/23	4,215,000	3,793,500
6.875% 2/1/22	9,120,000	5,244,000
CTR Partnership LP/CareTrust Capital Corp. 5.25% 6/1/25	2,645,000	2,697,900
HCA Holdings, Inc.:
4.5% 2/15/27	3,855,000	3,874,275
5% 3/15/24	1,655,000	1,721,200
5.25% 6/15/26	3,000,000	3,180,000
5.875% 2/15/26	1,670,000	1,766,025
HealthSouth Corp.:
5.125% 3/15/23	815,000	833,338
5.75% 9/15/25	1,945,000	2,022,800
Kindred Healthcare, Inc.:
8% 1/15/20	560,000	606,732
8.75% 1/15/23	940,000	996,400
MPT Operating Partnership LP/MPT Finance Corp.:
5% 10/15/27	1,345,000	1,370,219
5.25% 8/1/26	1,515,000	1,568,025
6.375% 3/1/24	1,275,000	1,348,313
Ortho-Clinical Diagnostics, Inc. 6.625% 5/15/22 (a)	850,000	854,250
Polaris Intermediate Corp. 8.5% 12/1/22 pay-in-kind (a)(b)	2,135,000	2,215,063
Sabra Health Care LP/Sabra Capital Corp. 5.375% 6/1/23	765,000	780,300
Service Corp. International 4.625% 12/15/27	2,135,000	2,166,214
Teleflex, Inc.:
4.625% 11/15/27	465,000	468,976
4.875% 6/1/26	4,115,000	4,248,738
Tenet Healthcare Corp.:
4.375% 10/1/21	2,250,000	2,244,375
4.625% 7/15/24 (a)	1,540,000	1,501,500
6.75% 6/15/23	940,000	911,800
THC Escrow Corp. III 5.125% 5/1/25 (a)	1,030,000	1,004,250
Valeant Pharmaceuticals International, Inc.:
5.375% 3/15/20 (a)	2,130,000	2,132,663
5.5% 11/1/25 (a)	1,725,000	1,755,188
5.625% 12/1/21 (a)	5,825,000	5,693,938
5.875% 5/15/23 (a)	6,000,000	5,565,000
6.125% 4/15/25 (a)	4,615,000	4,222,725
9% 12/15/25 (a)	1,105,000	1,151,631
		70,453,876
Homebuilders/Real Estate - 3.2%
Beazer Homes U.S.A., Inc. 5.875% 10/15/27 (a)	1,525,000	1,532,625
CalAtlantic Group, Inc.:
5% 6/15/27	2,300,000	2,386,250
5.25% 6/1/26	2,530,000	2,675,475
Howard Hughes Corp. 5.375% 3/15/25 (a)	2,200,000	2,255,000
Lennar Corp.:
4.125% 1/15/22	1,670,000	1,703,400
4.75% 11/29/27 (a)	1,535,000	1,580,743
M.D.C. Holdings, Inc. 6% 1/15/43	775,000	755,625
M/I Homes, Inc.:
5.625% 8/1/25	650,000	659,698
6.75% 1/15/21	2,925,000	3,027,375
Mattamy Group Corp.:
6.5% 10/1/25 (a)	1,060,000	1,120,950
6.875% 12/15/23 (a)	3,920,000	4,145,400
PulteGroup, Inc. 5% 1/15/27	1,490,000	1,557,050
Starwood Property Trust, Inc. 4.75% 3/15/25 (a)	1,015,000	1,007,388
Taylor Morrison Communities, Inc./Monarch Communities, Inc. 5.875% 4/15/23 (a)	1,395,000	1,473,469
Toll Brothers Finance Corp. 4.875% 3/15/27	1,965,000	2,038,688
TRI Pointe Homes, Inc. 5.25% 6/1/27	1,690,000	1,733,433
VEREIT Operating Partnership LP:
4.125% 6/1/21	1,035,000	1,074,299
4.875% 6/1/26	1,035,000	1,095,329
William Lyon Homes, Inc. 7% 8/15/22	1,708,000	1,759,240
		33,581,437
Hotels - 0.6%
Hilton Escrow Issuer LLC 4.25% 9/1/24	4,225,000	4,267,250
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp.:
4.625% 4/1/25	1,515,000	1,556,663
4.875% 4/1/27	895,000	936,394
		6,760,307
Insurance - 0.2%
Acrisure LLC 7% 11/15/25 (a)	1,775,000	1,710,674
Leisure - 0.7%
Carlson Travel, Inc. 9.5% 12/15/24 (a)	1,970,000	1,585,850
Hilton Grand Vacations Borrower LLC/Hilton Grand Vacations Borrower, Inc. 6.125% 12/1/24 (a)	765,000	835,763
Silversea Cruises 7.25% 2/1/25 (a)	845,000	910,488
Studio City Co. Ltd.:
5.875% 11/30/19 (a)	840,000	877,800
7.25% 11/30/21 (a)	1,895,000	1,999,225
Viking Cruises Ltd. 5.875% 9/15/27 (a)	1,170,000	1,190,475
		7,399,601
Metals/Mining - 2.7%
Constellium NV 5.875% 2/15/26 (a)	1,780,000	1,813,375
First Quantum Minerals Ltd.:
7.25% 5/15/22 (a)	1,360,000	1,425,688
7.25% 4/1/23 (a)	4,110,000	4,428,525
7.5% 4/1/25 (a)	1,980,000	2,148,300
FMG Resources (August 2006) Pty Ltd.:
4.75% 5/15/22 (a)	2,885,000	2,921,063
5.125% 5/15/24 (a)	1,255,000	1,270,688
Freeport-McMoRan, Inc.:
3.55% 3/1/22	2,055,000	2,031,881
3.875% 3/15/23	2,770,000	2,756,150
4.55% 11/14/24	2,735,000	2,780,675
5.4% 11/14/34	540,000	549,450
SunCoke Energy Partners LP/SunCoke Energy Partners Finance Corp. 7.5% 6/15/25 (a)	5,425,000	5,669,125
		27,794,920
Publishing/Printing - 0.7%
MHGE Parent LLC/MHGE Parent Finance, Inc. 8.5% 8/1/19 pay-in-kind (a)(b)	4,455,000	4,431,389
Multi-Color Corp. 4.875% 11/1/25 (a)	2,815,000	2,825,556
		7,256,945
Restaurants - 1.8%
1011778 BC Unlimited Liability Co./New Red Finance, Inc.:
4.25% 5/15/24 (a)	2,535,000	2,528,663
5% 10/15/25 (a)	5,080,000	5,118,100
Golden Nugget, Inc. 6.75% 10/15/24 (a)	4,515,000	4,594,013
KFC Holding Co./Pizza Hut Holding LLC:
4.75% 6/1/27(a)	955,000	976,488
5.25% 6/1/26 (a)	2,380,000	2,504,950
Yum! Brands, Inc.:
3.875% 11/1/23	1,475,000	1,484,219
5.35% 11/1/43	1,910,000	1,843,150
		19,049,583
Services - 3.5%
APX Group, Inc.:
6.375% 12/1/19	3,711,000	3,766,665
7.625% 9/1/23	1,750,000	1,841,875
8.75% 12/1/20	9,315,000	9,501,300
Aramark Services, Inc.:
4.75% 6/1/26	4,250,000	4,313,750
5.125% 1/15/24	1,475,000	1,548,013
Ashtead Capital, Inc.:
4.125% 8/15/25 (a)	910,000	919,100
4.375% 8/15/27 (a)	960,000	974,400
Avantor, Inc.:
6% 10/1/24 (a)	1,760,000	1,753,400
9% 10/1/25 (a)	3,185,000	3,137,225
Brand Energy & Infrastructure Services, Inc. 8.5% 7/15/25 (a)	2,320,000	2,436,000
CDK Global, Inc. 4.875% 6/1/27 (a)	1,105,000	1,118,813
IHS Markit Ltd. 4% 3/1/26 (a)	470,000	469,413
Laureate Education, Inc. 8.25% 5/1/25 (a)	2,835,000	3,005,100
Prime Security One MS, Inc. 4.875% 7/15/32 (a)	1,520,000	1,436,400
		36,221,454
Steel - 1.1%
Big River Steel LLC/BRS Finance Corp. 7.25% 9/1/25 (a)	960,000	1,015,200
Cliffs Natural Resources, Inc.:
4.875% 1/15/24 (a)	2,135,000	2,129,663
5.75% 3/1/25 (a)	2,880,000	2,739,600
Commercial Metals Co. 5.375% 7/15/27	3,005,000	3,065,100
Steel Dynamics, Inc. 4.125% 9/15/25 (a)	2,545,000	2,564,088
		11,513,651
Super Retail - 1.1%
JC Penney Corp., Inc. 7.4% 4/1/37	7,795,000	5,027,775
Netflix, Inc.:
4.375% 11/15/26	3,355,000	3,279,513
4.875% 4/15/28 (a)	2,805,000	2,748,900
		11,056,188
Technology - 4.2%
Ceridian HCM Holding, Inc. 11% 3/15/21 (a)	265,000	276,925
EMC Corp. 2.65% 6/1/20	3,715,000	3,667,929
Gartner, Inc. 5.125% 4/1/25 (a)	795,000	830,775
Greeneden U.S. Holdings II LLC 10% 11/30/24 (a)	820,000	895,850
j2 Cloud Services LLC/j2 Global Communications, Inc. 6% 7/15/25 (a)	825,000	868,313
Micron Technology, Inc.:
5.25% 1/15/24 (a)	1,690,000	1,755,488
5.5% 2/1/25	210,000	219,713
5.625% 1/15/26 (a)	1,825,000	1,920,813
Nuance Communications, Inc.:
5.375% 8/15/20 (a)	311,000	315,276
5.625% 12/15/26	3,135,000	3,264,319
NXP BV/NXP Funding LLC:
3.875% 9/1/22 (a)	3,695,000	3,736,569
4.125% 6/1/21 (a)	4,450,000	4,539,000
4.625% 6/15/22 (a)	690,000	721,913
4.625% 6/1/23 (a)	3,015,000	3,153,690
Open Text Corp. 5.875% 6/1/26 (a)	6,385,000	6,879,838
Sensata Technologies BV 5% 10/1/25 (a)	4,960,000	5,245,200
Sensata Technologies UK Financing Co. PLC 6.25% 2/15/26 (a)	740,000	804,750
Solera LLC/Solera Finance, Inc. 10.5% 3/1/24 (a)	3,650,000	4,106,177
Symantec Corp. 5% 4/15/25 (a)	445,000	462,800
VeriSign, Inc. 5.25% 4/1/25	600,000	653,250
		44,318,588
Telecommunications - 6.6%
Altice Financing SA:
6.625% 2/15/23 (a)	2,595,000	2,717,225
7.5% 5/15/26 (a)	845,000	899,925
Altice Finco SA 7.625% 2/15/25 (a)	5,535,000	5,631,863
Equinix, Inc. 5.375% 5/15/27	985,000	1,053,950
Frontier Communications Corp. 11% 9/15/25	3,360,000	2,469,600
Gogo Intermediate Holdings LLC/Gogo Finance Co., Inc. 12.5% 7/1/22 (a)	3,410,000	3,849,038
Inmarsat Finance PLC 4.875% 5/15/22 (a)	1,275,000	1,271,813
Level 3 Financing, Inc. 5.25% 3/15/26	2,350,000	2,306,643
SBA Communications Corp. 4.875% 9/1/24	1,235,000	1,268,963
SFR Group SA 6% 5/15/22 (a)	4,540,000	4,596,750
Sprint Capital Corp. 6.875% 11/15/28	4,070,000	4,095,438
Sprint Communications, Inc. 6% 11/15/22	6,010,000	6,010,000
Sprint Corp.:
7.25% 9/15/21	3,060,000	3,239,775
7.625% 2/15/25	3,375,000	3,535,313
7.875% 9/15/23	3,795,000	4,041,675
T-Mobile U.S.A., Inc.:
4% 4/15/22	2,980,000	3,056,363
5.125% 4/15/25	2,295,000	2,383,931
6.625% 4/1/23	315,000	328,388
Telecom Italia Capital SA:
6% 9/30/34	2,004,000	2,249,490
6.375% 11/15/33	1,640,000	1,906,500
Telenet Finance Luxembourg Notes SARL 5.5% 3/1/28 (a)	2,400,000	2,394,000
Wind Tre SpA 5% 1/20/26 (a)	4,165,000	3,917,266
Zayo Group LLC/Zayo Capital, Inc.:
5.75% 1/15/27 (a)	3,585,000	3,656,700
6.375% 5/15/25	1,765,000	1,866,488
		68,747,097
Transportation Ex Air/Rail - 0.8%
Navios Maritime Acquisition Corp./Navios Acquisition Finance U.S., Inc. 8.125% 11/15/21 (a)	7,065,000	5,987,588
Navios Maritime Holdings, Inc.:
7.375% 1/15/22 (a)	930,000	746,325
11.25% 8/15/22 (a)	1,840,000	1,775,600
		8,509,513
Utilities - 4.6%
Calpine Corp. 5.25% 6/1/26 (a)	1,275,000	1,249,513
Dolphin Subsidiary II, Inc. 7.25% 10/15/21	4,377,000	4,858,470
DPL, Inc. 6.75% 10/1/19	2,625,000	2,749,688
Dynegy, Inc. 8.125% 1/30/26 (a)	1,885,000	2,059,363
Global Partners LP/GLP Finance Corp.:
6.25% 7/15/22	3,046,000	3,129,765
7% 6/15/23	5,750,000	5,908,125
InterGen NV 7% 6/30/23 (a)	1,625,000	1,572,188
NRG Energy, Inc.:
5.75% 1/15/28 (a)	1,190,000	1,201,900
6.25% 5/1/24	755,000	790,863
6.625% 1/15/27	900,000	951,750
NRG Yield Operating LLC 5% 9/15/26	2,150,000	2,182,250
NSG Holdings II LLC/NSG Holdings, Inc. 7.75% 12/15/25 (a)	11,111,272	12,194,621
The AES Corp.:
4.875% 5/15/23	4,135,000	4,212,531
5.125% 9/1/27	1,680,000	1,764,000
6% 5/15/26	3,205,000	3,461,400
		48,286,427

TOTAL NONCONVERTIBLE BONDS		879,114,561

TOTAL CORPORATE BONDS
(Cost $863,794,208)		882,332,374
	Shares	Value

Common Stocks - 0.2%
Energy - 0.2%
Forbes Energy Services Ltd.	146,156	1,446,944
Southwestern Energy Co. (d)	64,100	357,678

TOTAL ENERGY		1,804,622

Telecommunications - 0.0%
CUI Acquisition Corp. Class E (d)(e)	1	35,011
TOTAL COMMON STOCKS
(Cost $8,813,229)		1,839,633

Convertible Preferred Stocks - 0.2%
Energy - 0.2%
Southwestern Energy Co. Series B 6.25%
(Cost $2,641,725)	149,000	1,774,024
	Principal Amount	Value

Bank Loan Obligations - 9.4%
Aerospace - 0.8%
TransDigm, Inc.:
Tranche B, term loan 3 month U.S. LIBOR + 2.750% 4.3617% 6/9/23 (b)(c)	6,239,365	6,246,291
Tranche G, term loan 3 month U.S. LIBOR + 3.000% 4.6652% 8/22/24 (b)(c)	2,283,525	2,293,047

TOTAL AEROSPACE		8,539,338

Air Transportation - 0.2%
American Airlines, Inc. Tranche B, term loan 3 month U.S. LIBOR + 2.000% 3.477% 12/14/23 (b)(c)	2,435,400	2,431,138
Cable/Satellite TV - 1.2%
Numericable LLC Tranche B 12LN, term loan 3 month U.S. LIBOR + 3.000% 4.3491% 1/1/26 (b)(c)	2,050,000	1,971,198
Unitymedia Finance LLC Tranche B, term loan 3 month U.S. LIBOR + 2.250% 3.727% 9/30/25 (b)(c)	2,495,000	2,495,948
WideOpenWest Finance LLC Tranche B, term loan 3 month U.S. LIBOR + 3.250% 4.7511% 8/19/23 (b)(c)	3,356,588	3,321,981
Zayo Group LLC term loan 3 month U.S. LIBOR + 2.000% 3.5521% 1/19/21 (b)(c)	1,116,563	1,118,952
Ziggo Secured Finance Partnership Tranche E, term loan 3 month U.S. LIBOR + 2.500% 3.977% 4/15/25 (b)(c)	4,020,000	3,984,825

TOTAL CABLE/SATELLITE TV		12,892,904

Chemicals - 0.0%
Tronox Blocked Borrower LLC Tranche B, term loan 3 month U.S. LIBOR + 3.000% 4.3231% 9/22/24 (b)(c)	142,093	142,904
Tronox Finance LLC Tranche B, term loan 3 month U.S. LIBOR + 3.000% 4.6934% 9/22/24 (b)(c)	327,907	329,779

TOTAL CHEMICALS		472,683

Containers - 0.4%
Reynolds Group Holdings, Inc. Tranche B, term loan 3 month U.S. LIBOR + 2.750% 4.319% 2/5/23 (b)(c)	3,801,971	3,817,749
Diversified Financial Services - 0.2%
IBC Capital U.S. LLC:
Tranche 2LN, term loan 3 month U.S. LIBOR + 7.000% 8.5361% 9/9/22 (b)(c)	1,575,000	1,539,563
Tranche B 1LN, term loan 3 month U.S. LIBOR + 3.750% 5.2861% 9/10/21 (b)(c)	389,000	388,417

TOTAL DIVERSIFIED FINANCIAL SERVICES		1,927,980

Energy - 0.2%
California Resources Corp. Tranche B, term loan 3 month U.S. LIBOR + 4.750% 6.2408% 11/17/22 (b)(c)	1,020,000	1,014,900
Forbes Energy Services LLC Tranche B, term loan 12% 4/13/21 (b)(e)	1,438,906	1,449,697

TOTAL ENERGY		2,464,597

Entertainment/Film - 0.2%
AMC Entertainment, Inc. Tranche B, term loan 3 month U.S. LIBOR + 2.250% 3.727% 12/15/22 (b)(c)	1,835,318	1,841,356
Environmental - 0.1%
Hd Supply Waterworks Ltd. Tranche B, term loan 3 month U.S. LIBOR + 3.000% 4.455% 8/1/24 (b)(c)	935,000	941,433
Food & Drug Retail - 0.0%
Albertson's LLC Tranche B, term loan 3 month U.S. LIBOR + 3.000% 4.4623% 6/22/23 (b)(c)	517,997	506,772
Food/Beverage/Tobacco - 0.1%
Post Holdings, Inc. Tranche B, term loan 3 month U.S. LIBOR + 2.250% 3.82% 5/24/24 (b)(c)	507,450	508,993
Gaming - 0.7%
CityCenter Holdings LLC Tranche B, term loan 3 month U.S. LIBOR + 2.500% 3.8498% 4/18/24 (b)(c)	1,920,350	1,928,031
Golden Entertainment, Inc. Tranche B, term loan:
3 month U.S. LIBOR + 3.000% 4.51% 10/20/24 (b)(c)	3,085,000	3,087,561
3 month U.S. LIBOR + 7.000% 8.51% 10/20/25 (b)(c)	1,025,000	1,031,406
Scientific Games Corp. Tranche B, term loan 3 month U.S. LIBOR + 3.250% 4.704% 8/14/24 (b)(c)	832,913	839,159

TOTAL GAMING		6,886,157

Insurance - 0.2%
Acrisure LLC Tranche B, term loan 3 month U.S. LIBOR + 4.250% 5.6473% 11/22/23 (b)(c)	19,950	20,125
USI, Inc. Tranche B, term loan 3 month U.S. LIBOR + 3.000% 4.3498% 5/16/24 (b)(c)	2,398,988	2,393,998

TOTAL INSURANCE		2,414,123

Publishing/Printing - 0.2%
Springer Science+Business Media Deutschland GmbH Tranche B 13LN, term loan 3 month U.S. LIBOR + 3.500% 4.9788% 8/15/22 (b)(c)	1,566,171	1,569,648
Services - 0.7%
Almonde, Inc.:
Tranche 2LN, term loan 3 month U.S. LIBOR + 7.250% 8.7288% 6/13/25 (b)(c)	130,000	130,033
Tranche B 1LN, term loan 3 month U.S. LIBOR + 3.500% 4.9788% 6/13/24 (b)(c)	593,512	594,955
Aramark Services, Inc. Tranche B-1, term loan 3 month U.S. LIBOR + 2.000% 3.569% 3/7/25 (b)(c)	795,000	795,000
Brand Energy & Infrastructure Services, Inc. Tranche B, term loan 3 month U.S. LIBOR + 4.250% 5.615% 6/21/24 (b)(c)	3,348,175	3,359,057
Lineage Logistics Holdings, LLC. Tranche B, term loan 3 month U.S. LIBOR + 3.500% 5.069% 4/7/21 (b)(c)	2,604,662	2,610,366

TOTAL SERVICES		7,489,411

Super Retail - 0.4%
Red Ventures LLC:
Tranche 2LN, term loan 3 month U.S. LIBOR + 8.000% 9.569% 11/8/25 (b)(c)	743,125	740,806
Tranche B 1LN, term loan 3 month U.S. LIBOR + 4.000% 5.569% 11/8/24 (b)(c)	3,072,300	3,066,923

TOTAL SUPER RETAIL		3,807,729

Technology - 1.9%
Ceridian HCM Holding, Inc. Tranche B 2LN, term loan 3 month U.S. LIBOR + 3.500% 5.0521% 9/15/20 (b)(c)	2,208,000	2,212,593
Epicor Software Corp. Tranche B, term loan 3 month U.S. LIBOR + 3.750% 5.1% 6/1/22 (b)(c)	2,043,592	2,047,250
Go Daddy Operating Co. LLC Tranche B, term loan 3 month U.S. LIBOR + 2.250% 3.5998% 2/15/24 (b)(c)	2,821,183	2,826,966
Kronos, Inc. Tranche B 1LN, term loan 3 month U.S. LIBOR + 3.500% 4.9026% 11/1/23 (b)(c)	4,143,228	4,168,875
Landesk Group, Inc. term loan:
3 month U.S. LIBOR + 4.250% 5.82% 1/20/24 (b)(c)	1,262,902	1,198,569
3 month U.S. LIBOR + 9.000% 10.57% 1/20/25 (b)(c)	830,000	790,575
Uber Technologies, Inc. Tranche B, term loan 3 month U.S. LIBOR + 4.000% 5.5521% 7/13/23 (b)(c)	6,744,625	6,776,662

TOTAL TECHNOLOGY		20,021,490

Telecommunications - 1.6%
Altice Financing SA Tranche B, term loan:
3 month U.S. LIBOR + 2.750% 4.1092% 7/15/25 (b)(c)	1,009,925	987,919
3 month U.S. LIBOR + 2.750% 4.1119% 1/31/26 (b)(c)	2,100,000	2,053,800
Level 3 Financing, Inc. Tranche B, term loan 3 month U.S. LIBOR + 2.250% 3.6959% 2/22/24 (b)(c)	2,490,000	2,490,000
Radiate Holdco LLC Tranche B, term loan 3 month U.S. LIBOR + 3.000% 4.569% 2/1/24 (b)(c)	3,037,050	3,011,569
Securus Technologies, Inc. Tranche B, term loan:
3 month U.S. LIBOR + 4.500% 5.8498% 11/1/24 (b)(c)	3,360,000	3,391,517
3 month U.S. LIBOR + 8.250% 9.5998% 11/1/25 (b)(c)	1,120,000	1,129,453
SFR Group SA Tranche B 11LN, term loan 3 month U.S. LIBOR + 2.750% 4.1301% 7/31/25 (b)(c)	3,019,825	2,879,403
Sprint Communications, Inc. Tranche B, term loan 3 month U.S. LIBOR + 2.250% 4.125% 2/3/24 (b)(c)	858,513	857,869

TOTAL TELECOMMUNICATIONS		16,801,530

Utilities - 0.3%
Exgen Renewables Iv LLC Tranche B, term loan 3 month U.S. LIBOR + 3.000% 4.4676% 11/16/24 (b)(c)	810,000	818,100
The AES Corp. Tranche B, term loan 3 month U.S. LIBOR + 2.000% 3.454% 5/24/22 (b)(c)	2,451,475	2,455,569

TOTAL UTILITIES		3,273,669

TOTAL BANK LOAN OBLIGATIONS
(Cost $98,388,423)		98,608,700

Preferred Securities - 3.2%
Banks & Thrifts - 3.0%
Bank of America Corp. 6.25% (b)(f)	1,550,000	1,744,406
Barclays Bank PLC 7.625% 11/21/22	4,085,000	4,661,541
Barclays PLC 6.625% (b)(f)	2,260,000	2,326,395
Citigroup, Inc.:
5.95% (b)(f)	1,775,000	1,894,767
5.95% (b)(f)	2,590,000	2,778,358
Credit Agricole SA:
6.625% (a)(b)(f)	4,325,000	4,494,351
7.875% (a)(b)(f)	2,125,000	2,408,090
Goldman Sachs Group, Inc. 5% (b)(f)	4,495,000	4,460,962
JPMorgan Chase & Co. 5.3% (b)(f)	840,000	878,666
Royal Bank of Scotland Group PLC:
7.5% (b)(f)	3,080,000	3,258,383
8.625% (b)(f)	2,065,000	2,326,696

TOTAL BANKS & THRIFTS		31,232,615

Energy - 0.2%
Andeavor Logistics LP 6.875% (b)(f)	2,630,000	2,681,638
TOTAL PREFERRED SECURITIES
(Cost $31,680,347)		33,914,253
	Shares	Value

Money Market Funds - 1.3%
Fidelity Cash Central Fund, 1.36% (g)
(Cost $13,462,087)	13,460,215	13,462,907
TOTAL INVESTMENT IN SECURITIES - 98.5%
(Cost $1,018,780,019)		1,031,931,891
NET OTHER ASSETS (LIABILITIES) - 1.5%		15,617,360
NET ASSETS - 100%		$1,047,549,251

Legend

(a) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $499,782,012 or 47.7% of net assets.

(b) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(c) Coupon is indexed to a floating interest rate which may be multiplied by a specified factor and/or subject to caps or floors.

(d) Non-income producing

(e) Level 3 security

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

(g) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$451,176
Total	$451,176

Amounts in the income column in the above table include any capital gain distributions from underlying funds, which are presented in the corresponding line-item in the Statement of Operations if applicable.

Investment Valuation

The following is a summary of the inputs used, as of December 31, 2017, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

	Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Energy	$3,578,646	$1,804,622	$1,774,024	$--
Telecommunication Services	35,011	--	--	35,011
Corporate Bonds	882,332,374	--	882,332,374	--
Bank Loan Obligations	98,608,700	--	97,159,003	1,449,697
Preferred Securities	33,914,253	--	33,914,253	--
Money Market Funds	13,462,907	13,462,907	--	--
Total Investments in Securities:	$1,031,931,891	$15,267,529	$1,015,179,654	$1,484,708

Other Information

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

United States of America	76.7%
Canada	5.7%
Luxembourg	4.3%
Netherlands	3.3%
United Kingdom	2.8%
France	1.4%
Cayman Islands	1.3%
Multi-National	1.0%
Others (Individually Less Than 1%)	3.5%
	100.0%

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

Financial Statements

Statement of Assets and Liabilities

		December 31, 2017
Assets
Investment in securities, at value — See accompanying schedule: Unaffiliated issuers (cost $1,005,317,932)	$1,018,468,984
Fidelity Central Funds (cost $13,462,087)	13,462,907
Total Investment in Securities (cost $1,018,780,019)		$1,031,931,891
Cash		2,813
Receivable for investments sold		3,148,361
Receivable for fund shares sold		441,824
Dividends receivable		116,406
Interest receivable		13,194,351
Distributions receivable from Fidelity Central Funds		18,976
Prepaid expenses		2,004
Total assets		1,048,856,626
Liabilities
Payable for investments purchased	$290,575
Payable for fund shares redeemed	295,507
Accrued management fee	485,759
Transfer agent fee payable	72,277
Distribution and service plan fees payable	40,449
Other affiliated payables	31,539
Audit fee payable	85,909
Other payables and accrued expenses	5,360
Total liabilities		1,307,375
Net Assets		$1,047,549,251
Net Assets consist of:
Paid in capital		$1,076,603,654
Undistributed net investment income		13,466,962
Accumulated undistributed net realized gain (loss) on investments		(55,673,237)
Net unrealized appreciation (depreciation) on investments		13,151,872
Net Assets		$1,047,549,251
Initial Class:
Net Asset Value, offering price and redemption price per share ($355,469,422 ÷ 65,146,154 shares)		$5.46
Service Class:
Net Asset Value, offering price and redemption price per share ($68,103,846 ÷ 12,570,905 shares)		$5.42
Service Class 2:
Net Asset Value, offering price and redemption price per share ($166,992,725 ÷ 31,697,287 shares)		$5.27
Investor Class:
Net Asset Value, offering price and redemption price per share ($456,983,258 ÷ 84,162,809 shares)		$5.43

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

Statement of Operations

		Year ended December 31, 2017
Investment Income
Dividends		$3,387,832
Interest		64,736,737
Income from Fidelity Central Funds		451,176
Total income		68,575,745
Expenses
Management fee	$6,498,518
Transfer agent fees	953,072
Distribution and service plan fees	556,087
Accounting fees and expenses	407,587
Custodian fees and expenses	23,303
Independent trustees' fees and expenses	4,723
Audit	101,346
Legal	4,303
Miscellaneous	9,919
Total expenses before reductions	8,558,858
Expense reductions	(17,373)	8,541,485
Net investment income (loss)		60,034,260
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	29,009,801
Fidelity Central Funds	2,236
Total net realized gain (loss)		29,012,037
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers	(9,941,867)
Fidelity Central Funds	(2,236)
Total change in net unrealized appreciation (depreciation)		(9,944,103)
Net gain (loss)		19,067,934
Net increase (decrease) in net assets resulting from operations		$79,102,194

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

Statement of Changes in Net Assets

	Year ended December 31, 2017	Year ended December 31, 2016
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$60,034,260	$70,010,377
Net realized gain (loss)	29,012,037	(52,044,970)
Change in net unrealized appreciation (depreciation)	(9,944,103)	143,352,250
Net increase (decrease) in net assets resulting from operations	79,102,194	161,317,657
Distributions to shareholders from net investment income	(56,233,439)	(61,629,096)
Share transactions - net increase (decrease)	(176,795,452)	31,318,507
Total increase (decrease) in net assets	(153,926,697)	131,007,068
Net Assets
Beginning of period	1,201,475,948	1,070,468,880
End of period	$1,047,549,251	$1,201,475,948
Other Information
Undistributed net investment income end of period	$13,466,962	$10,333,686

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

Financial Highlights

VIP High Income Portfolio Initial Class

Years ended December 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$5.38	$4.95	$5.52	$5.80	$5.81
Income from Investment Operations
Net investment income (loss)^A	.290	.320	.333	.317	.330
Net realized and unrealized gain (loss)	.091	.402	(.531)	(.251)	.014
Total from investment operations	.381	.722	(.198)	.066	.344
Distributions from net investment income	(.301)	(.292)	(.364)	(.347)	(.354)
Tax return of capital	–	–	(.008)	–	–
Total distributions	(.301)	(.292)	(.372)	(.347)	(.354)
Redemption fees added to paid in capital^A	–	–	–^B	.001	–^B
Net asset value, end of period	$5.46	$5.38	$4.95	$5.52	$5.80
Total Return^C,^D	7.13%	14.61%	(3.63)%	1.16%	5.95%
Ratios to Average Net Assets^E,^F
Expenses before reductions	.67%	.68%	.68%	.68%	.68%
Expenses net of fee waivers, if any	.67%	.68%	.68%	.68%	.68%
Expenses net of all reductions	.67%	.68%	.68%	.68%	.68%
Net investment income (loss)	5.22%	6.05%	5.94%	5.31%	5.55%
Supplemental Data
Net assets, end of period (000 omitted)	$355,469	$457,620	$437,798	$493,390	$587,376
Portfolio turnover rate^G	70%	73%	69%	79%	85%

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

^B Amount represents less than $.0005 per share.

^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

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

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

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

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

VIP High Income Portfolio Service Class

Years ended December 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$5.34	$4.92	$5.49	$5.77	$5.78
Income from Investment Operations
Net investment income (loss)^A	.283	.311	.324	.309	.323
Net realized and unrealized gain (loss)	.092	.395	(.528)	(.248)	.015
Total from investment operations	.375	.706	(.204)	.061	.338
Distributions from net investment income	(.295)	(.286)	(.358)	(.342)	(.348)
Tax return of capital	–	–	(.008)	–	–
Total distributions	(.295)	(.286)	(.366)	(.342)	(.348)
Redemption fees added to paid in capital^A	–	–	–^B	.001	–^B
Net asset value, end of period	$5.42	$5.34	$4.92	$5.49	$5.77
Total Return^C,^D	7.07%	14.37%	(3.76)%	1.07%	5.87%
Ratios to Average Net Assets^E,^F
Expenses before reductions	.77%	.78%	.78%	.78%	.78%
Expenses net of fee waivers, if any	.77%	.78%	.78%	.78%	.77%
Expenses net of all reductions	.77%	.78%	.77%	.78%	.77%
Net investment income (loss)	5.12%	5.95%	5.84%	5.22%	5.46%
Supplemental Data
Net assets, end of period (000 omitted)	$68,104	$84,945	$73,313	$59,961	$68,982
Portfolio turnover rate^G	70%	73%	69%	79%	85%

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

^B Amount represents less than $.0005 per share.

^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

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

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

VIP High Income Portfolio Service Class 2

Years ended December 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$5.20	$4.80	$5.36	$5.64	$5.66
Income from Investment Operations
Net investment income (loss)^A	.267	.296	.309	.294	.307
Net realized and unrealized gain (loss)	.090	.383	(.514)	(.244)	.014
Total from investment operations	.357	.679	(.205)	.050	.321
Distributions from net investment income	(.287)	(.279)	(.347)	(.331)	(.341)
Tax return of capital	–	–	(.008)	–	–
Total distributions	(.287)	(.279)	(.355)	(.331)	(.341)
Redemption fees added to paid in capital^A	–	–	–^B	.001	–^B
Net asset value, end of period	$5.27	$5.20	$4.80	$5.36	$5.64
Total Return^C,^D	6.91%	14.17%	(3.87)%	.90%	5.70%
Ratios to Average Net Assets^E,^F
Expenses before reductions	.92%	.93%	.93%	.93%	.93%
Expenses net of fee waivers, if any	.92%	.93%	.93%	.93%	.92%
Expenses net of all reductions	.92%	.93%	.93%	.93%	.92%
Net investment income (loss)	4.97%	5.80%	5.68%	5.06%	5.31%
Supplemental Data
Net assets, end of period (000 omitted)	$166,993	$189,179	$160,639	$190,873	$280,444
Portfolio turnover rate^G	70%	73%	69%	79%	85%

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

^B Amount represents less than $.0005 per share.

^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

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

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

VIP High Income Portfolio Investor Class

Years ended December 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$5.36	$4.93	$5.50	$5.78	$5.79
Income from Investment Operations
Net investment income (loss)^A	.287	.317	.329	.314	.327
Net realized and unrealized gain (loss)	.083	.403	(.529)	(.250)	.016
Total from investment operations	.370	.720	(.200)	.064	.343
Distributions from net investment income	(.300)	(.290)	(.362)	(.345)	(.353)
Tax return of capital	–	–	(.008)	–	–
Total distributions	(.300)	(.290)	(.370)	(.345)	(.353)
Redemption fees added to paid in capital^A	–	–	–^B	.001	–^B
Net asset value, end of period	$5.43	$5.36	$4.93	$5.50	$5.78
Total Return^C,^D	6.95%	14.64%	(3.68)%	1.12%	5.95%
Ratios to Average Net Assets^E,^F
Expenses before reductions	.71%	.71%	.71%	.71%	.71%
Expenses net of fee waivers, if any	.71%	.71%	.71%	.71%	.71%
Expenses net of all reductions	.71%	.71%	.71%	.71%	.71%
Net investment income (loss)	5.18%	6.02%	5.90%	5.28%	5.52%
Supplemental Data
Net assets, end of period (000 omitted)	$456,983	$469,732	$398,719	$448,590	$499,630
Portfolio turnover rate^G	70%	73%	69%	79%	85%

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

^B Amount represents less than $.0005 per share.

^C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

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

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

Notes to Financial Statements

For the period ended December 31, 2017

1. Organization.

VIP High Income Portfolio (the Fund) is a fund of Variable Insurance Products Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .005%.

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

3. Significant Accounting Policies.

The Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investments Companies. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of the Fund's investments to the Fair Value Committee (the Committee) established by the Fund's investment adviser. In accordance with valuation policies and procedures approved by the Board, the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and reports to the Board on the Committee's activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing the Fund's investments and ratifies the fair value determinations of the Committee.

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

Level 1 – quoted prices in active markets for identical investments
Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds, bank loan obligations and preferred securities are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. The Fund invests a significant portion of its assets in below investment grade securities. The value of these securities can be more volatile due to changes in the credit quality of the issuer and is sensitive to changes in economic, market and regulatory conditions.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of December 31, 2017 is included at the end of the Fund's Schedule of Investments.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and includes proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Paid in Kind (PIK) income is recorded at the fair market value of the securities received. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of December 31, 2017, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

Book-tax differences are primarily due to market discount, deferred trustees compensation, capital loss carryforwards, defaulted bonds, expiring capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation	$35,773,419
Gross unrealized depreciation	(19,110,833)
Net unrealized appreciation (depreciation)	$16,662,586
Tax Cost	$1,015,269,305

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

Undistributed ordinary income	$9,638,015
Capital loss carryforward	$(55,354,480)
Net unrealized appreciation (depreciation) on securities and other investments	$16,662,586

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

Fiscal year of expiration
No expiration
Short-term	$(21,646,811)
Long-term	(33,707,669)
Total capital loss carryforward	$(55,354,480)

The tax character of distributions paid was as follows:

	December 31, 2017	December 31, 2016
Ordinary Income	$56,233,439	$ 61,629,096

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

Loans and Other Direct Debt Instruments. The Fund invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation. The Fund did not have any unfunded loan commitments, which are contractual obligations for future funding, at period end.

New Accounting Pronouncement. In March 2017, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU), ASU 2017-08, which amends the amortization period for certain callable debt securities that are held at a premium. The amendment requires the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount. The ASU is effective for annual periods beginning after December 15, 2018. Management is currently evaluating the potential impact of these changes to the financial statements.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $781,678,353 and $912,390,115, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .11% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .56% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate 12b-1 Plans for each Service Class of shares. Each Service Class pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, a service fee. For the period, the service fee is based on an annual rate of .10% of Service Class' average net assets and .25% of Service Class 2's average net assets.

For the period, total fees, all of which were re-allowed to insurance companies for the distribution of shares and providing shareholder support services, were as follows:

Service Class	$87,093
Service Class 2	468,994
	$556,087

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class pays a fee for transfer agent services, typesetting and printing and mailing of shareholder reports, excluding mailing of proxy statements, equal to an annual rate of class-level average net assets. The annual rate for Investor Class is .10% and the annual rate for all other classes is .07%. For the period, transfer agent fees for each class were as follows:

Initial Class	$283,136
Service Class	59,223
Service Class 2	127,566
Investor Class	483,147
	$953,072

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The fee is based on the level of average net assets for each month.

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

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3,814 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $10,286.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $7,087.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Year ended December 31, 2017	Year ended December 31, 2016
From net investment income
Initial Class	$19,408,280	$23,586,857
Service Class	3,673,597	4,321,010
Service Class 2	8,815,623	9,639,796
Investor Class	24,335,939	24,081,433
Total	$56,233,439	$61,629,096

9. Share Transactions.

Transactions for each class of shares were as follows:

	Shares	Shares	Dollars	Dollars
	Year ended December 31, 2017	Year ended December 31, 2016	Year ended December 31, 2017	Year ended December 31, 2016
Initial Class
Shares sold	4,812,818	9,401,861	$26,697,768	$49,415,288
Reinvestment of distributions	3,567,699	4,400,533	19,408,280	23,586,857
Shares redeemed	(28,297,958)	(17,109,109)	(158,020,104)	(90,347,202)
Net increase (decrease)	(19,917,441)	(3,306,715)	$(111,914,056)	$(17,345,057)
Service Class
Shares sold	3,988,619	7,556,884	$22,280,065	$37,266,654
Reinvestment of distributions	680,296	812,220	3,673,597	4,321,010
Shares redeemed	(7,994,716)	(7,368,588)	(44,737,116)	(38,556,019)
Net increase (decrease)	(3,325,801)	1,000,516	$(18,783,454)	$3,031,645
Service Class 2
Shares sold	16,969,214	29,130,411	$91,713,990	$144,750,387
Reinvestment of distributions	1,678,790	1,860,964	8,815,623	9,639,796
Shares redeemed	(23,296,723)	(28,095,349)	(125,967,136)	(143,680,685)
Net increase (decrease)	(4,648,719)	2,896,026	$(25,437,523)	$10,709,498
Investor Class
Shares sold	11,517,683	17,104,429	$63,295,750	$88,796,463
Reinvestment of distributions	4,497,398	4,518,093	24,335,939	24,081,433
Shares redeemed	(19,550,789)	(14,741,065)	(108,292,108)	(77,955,475)
Net increase (decrease)	(3,535,708)	6,881,457	$(20,660,419)	$34,922,421

10. Other.

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

At the end of the period, the investment adviser or its affiliates were the owners of record of 51% of the total outstanding shares of the Fund and one otherwise unaffiliated shareholder was the owner of record of 14% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Variable Insurance Products Fund and Shareholders of VIP High Income Portfolio:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of VIP High Income Portfolio (one of the funds constituting Variable Insurance Products Fund, referred to hereafter as the “Fund”) as of December 31, 2017, the related statement of operations for the year ended December 31, 2017, the statement of changes in net assets for each of the two years in the period ended December 31, 2017, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2017 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2017 and the financial highlights for each of the five years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2017 by correspondence with the custodian, agent banks and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
February 15, 2018
We have served as the auditor of one or more investment companies in the Fidelity group of funds since 1932.

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for Jonathan Chiel, each of the Trustees oversees 190 funds. Mr. Chiel oversees 145 funds.

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Jonathan Chiel (1957)

Year of Election or Appointment: 2016

Trustee

Mr. Chiel also serves as Trustee of other Fidelity^® funds. Mr. Chiel is Executive Vice President and General Counsel for FMR LLC (diversified financial services company, 2012-present). Previously, Mr. Chiel served as general counsel (2004-2012) and senior vice president and deputy general counsel (2000-2004) for John Hancock Financial Services; a partner with Choate, Hall & Stewart (1996-2000) (law firm); and an Assistant United States Attorney for the United States Attorney’s Office of the District of Massachusetts (1986-95), including Chief of the Criminal Division (1993-1995). Mr. Chiel is a director on the boards of the Boston Bar Foundation and the Maimonides School.

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

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

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

Mr. Morrison also serves as Trustee of other funds. He serves as President of Fidelity SelectCo, LLC (investment adviser firm, 2017-present) and Fidelity Management & Research Company (FMR) (investment adviser firm, 2016-present), a Director of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), President, Asset Management (2014-present), and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (investment adviser firm, 2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

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

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

Independent Trustees:

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

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

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

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

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

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

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

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

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

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

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

William S. Stavropoulos (1939)

Year of Election or Appointment: 2001

Trustee

Vice Chairman of the Independent Trustees

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

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

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

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

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

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

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

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

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

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

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

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (diversified financial services company, 2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present), and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

Ms. Dorsey also serves as an officer of other funds. Ms. Dorsey serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), is an employee of Fidelity Investments (2008-present), and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

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

Thomas C. Hense (1964)

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

Vice President

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

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

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

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan.

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight, serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (1995-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

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

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), is an employee of Fidelity Investments (2009-present), and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity^® funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity^® funds (2013-2016).

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Annualized Expense Ratio-^A	Beginning Account Value July 1, 2017	Ending Account Value December 31, 2017	Expenses Paid During Period-^B July 1, 2017 to December 31, 2017
Initial Class	.67%
Actual		$1,000.00	$1,025.40	$3.42
Hypothetical-^C		$1,000.00	$1,021.83	$3.41
Service Class	.77%
Actual		$1,000.00	$1,024.50	$3.93
Hypothetical-^C		$1,000.00	$1,021.32	$3.92
Service Class 2	.92%
Actual		$1,000.00	$1,023.90	$4.69
Hypothetical-^C		$1,000.00	$1,020.57	$4.69
Investor Class	.70%
Actual		$1,000.00	$1,023.50	$3.57
Hypothetical-^C		$1,000.00	$1,021.68	$3.57

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

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

^C 5% return per year before expenses

Board Approval of Investment Advisory Contracts and Management Fees

VIP High Income Portfolio

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

VIP High Income Portfolio

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

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in basis points (BP) in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

VIP High Income Portfolio

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2016.

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

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

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

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

The Board noted that the total expense ratio of each of Initial Class, Investor Class, and Service Class ranked below the competitive median for 2016 and the total expense ratio of Service Class 2 ranked above the competitive median for 2016. The Board considered that, in general, various factors can affect total expense ratios. The Board noted that the total expense ratio of Service Class 2 was above the competitive median because of its 12b-1 fees. The Board noted that the fund offers multiple classes, each of which has a different 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

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

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that, although Service Class 2 was above the median of the universe presented for comparison, the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

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

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

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

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

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

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

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

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

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

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

Fidelity Investments

VIPHI-ANN-0218
1.540029.120

Fidelity® Variable Insurance Products:

Value Portfolio

Annual Report

December 31, 2017

Contents

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

You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Fidelity® Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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

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

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Performance: The Bottom Line

Average Annual Total Returns

For the periods ended December 31, 2017	Past 1 year	Past 5 years	Past 10 years
Initial Class	15.58%	13.67%	7.24%
Service Class	15.53%	13.55%	7.14%
Service Class 2	15.36%	13.39%	6.97%
Investor Class	15.52%	13.58%	7.15%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in VIP Value Portfolio - Initial Class on December 31, 2007.

The chart shows how the value of your investment would have changed, and also shows how the Russell 3000® Value Index performed over the same period.

	Period Ending Values
	$20,113	VIP Value Portfolio - Initial Class
	$20,020	Russell 3000® Value Index

Management's Discussion of Fund Performance

Market Recap: U.S. equities gained 21.83% in 2017, as the S&P 500^® index rose steadily and closed the year just shy of an all-time high after a particularly strong three-month finish. Early on, equities rallied on optimism for President Trump’s pro-business agenda but leveled off in March amid fading optimism and stalled efforts by Congress to repeal and replace the Affordable Care Act. Upward momentum soon returned and continued through year-end with consumer sentiment and other market indicators staying positive. The lone exception was a brief cooldown in August, when geopolitical tension escalated and uncertainty grew regarding the future of health care, tax reform and the debt ceiling. Sector-wise, information technology fared best by a wide margin, rising 39% amid strong earnings growth from several major index constituents. A 24% gain in materials was spurred by increased demand, especially from China. Consumer discretionary gained 23%, despite many brick-and-mortar retailers suffering from online competition, and financials edged the broader market on an uptick in bond yields. Conversely, the defensive energy and telecom services sectors returned about -1% each. Rising interest rates held back real estate (+11%), while consumer staples (+13%) and utilities (+12%) struggled due to investors’ general preference for risk assets.

Comments from Portfolio Manager Matthew Friedman: For the year, the fund’s share classes advanced about 15% to 16%, handily outpacing the 13.19% return of the benchmark Russell 3000^® Value Index. Among sectors, the biggest contribution versus the benchmark came from picks in industrials. Here, by far the fund’s biggest individual relative contributor was not owning large index component General Electric. Shares of the industrial conglomerate were hampered by investors' concerns about some of the company's businesses and its cash flow. Elsewhere, Avis Budget Group – a non-benchmark position I established in May – benefited as the competitive landscape for car-rental companies became more rational. Not owning index member Exxon Mobil notably helped, as shares of the multinational oil and gas giant returned -4% in 2017. Conversely, choices in health care hurt most by a considerable margin. The fund’s biggest detractor was untimely ownership of Israel-based Teva Pharmaceutical Industries, the world's largest maker of generic drugs. The non-benchmark stock was hurt by excess debt from the company's 2016 acquisition of Actavis' generics business and drug-pricing pressure. Another health care stock that hurt was drugmaker Endo International. I sold our stakes in Teva and Endo by period end.

Investment Summary (Unaudited)

Top Ten Stocks as of December 31, 2017

	% of fund's net assets
Berkshire Hathaway, Inc. Class B	3.5
Wells Fargo & Co.	3.1
U.S. Bancorp	2.3
Discover Financial Services	2.3
Synchrony Financial	2.3
Chubb Ltd.	2.1
Qualcomm, Inc.	1.9
Chevron Corp.	1.9
Amgen, Inc.	1.9
Capital One Financial Corp.	1.8
	23.1

Top Five Market Sectors as of December 31, 2017

	% of fund's net assets
Financials	26.0
Energy	11.6
Health Care	11.0
Information Technology	9.5
Industrials	9.1

Asset Allocation (% of fund's net assets)

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

* Foreign investments - 19.0%

Investments December 31, 2017

Showing Percentage of Net Assets

Common Stocks - 99.2%
	Shares	Value
CONSUMER DISCRETIONARY - 7.6%
Diversified Consumer Services - 1.9%
Houghton Mifflin Harcourt Co. (a)	231,400	$2,152,020
Service Corp. International	113,200	4,224,624
		6,376,644
Hotels, Restaurants & Leisure - 1.9%
U.S. Foods Holding Corp. (a)	95,000	3,033,350
Wyndham Worldwide Corp.	31,700	3,673,079
		6,706,429
Leisure Products - 0.9%
Mattel, Inc. (b)	202,000	3,106,760
Media - 2.9%
Liberty Global PLC Class C (a)	126,600	4,284,144
Omnicom Group, Inc.	41,600	3,029,728
Sinclair Broadcast Group, Inc. Class A (b)	69,600	2,634,360
		9,948,232

TOTAL CONSUMER DISCRETIONARY		26,138,065

CONSUMER STAPLES - 8.1%
Food & Staples Retailing - 2.8%
CVS Health Corp.	70,800	5,133,000
Safeway, Inc.:
rights (a)(c)	4,600	0
rights (a)(c)	4,600	828
Walgreens Boots Alliance, Inc.	62,200	4,516,964
		9,650,792
Food Products - 2.9%
Darling International, Inc. (a)	246,800	4,474,484
The J.M. Smucker Co.	29,100	3,615,384
TreeHouse Foods, Inc. (a)	39,900	1,973,454
		10,063,322
Personal Products - 0.7%
Coty, Inc. Class A	121,400	2,414,646
Tobacco - 1.7%
British American Tobacco PLC sponsored ADR	87,100	5,834,829

TOTAL CONSUMER STAPLES		27,963,589

ENERGY - 11.6%
Energy Equipment & Services - 1.3%
Baker Hughes, a GE Co. Class A	56,400	1,784,496
Dril-Quip, Inc. (a)	59,100	2,819,070
		4,603,566
Oil, Gas & Consumable Fuels - 10.3%
Boardwalk Pipeline Partners, LP	183,700	2,371,567
Cabot Oil & Gas Corp.	74,200	2,122,120
Cheniere Energy, Inc. (a)	47,300	2,546,632
Chevron Corp.	53,292	6,671,625
ConocoPhillips Co.	86,400	4,742,496
EQT Corp.	38,200	2,174,344
Lundin Petroleum AB	163,700	3,747,712
Phillips 66 Co.	29,400	2,973,810
Suncor Energy, Inc.	104,400	3,832,983
Teekay LNG Partners LP	144,600	2,913,690
Teekay Offshore Partners LP	579,100	1,366,676
		35,463,655

TOTAL ENERGY		40,067,221

FINANCIALS - 26.0%
Banks - 7.1%
PNC Financial Services Group, Inc.	39,400	5,685,026
U.S. Bancorp	146,947	7,873,420
Wells Fargo & Co.	177,700	10,781,059
		24,339,505
Capital Markets - 4.4%
Ares Management LP	64,700	1,294,000
BlackRock, Inc. Class A	9,068	4,658,322
Legg Mason, Inc.	72,200	3,030,956
State Street Corp.	41,100	4,011,771
The Blackstone Group LP	65,500	2,097,310
		15,092,359
Consumer Finance - 7.2%
Capital One Financial Corp.	63,900	6,363,162
Discover Financial Services	102,100	7,853,532
OneMain Holdings, Inc. (a)	109,500	2,845,905
Synchrony Financial	201,000	7,760,610
		24,823,209
Diversified Financial Services - 3.5%
Berkshire Hathaway, Inc. Class B (a)	61,200	12,131,066
Insurance - 3.8%
American International Group, Inc.	65,900	3,926,322
Chubb Ltd.	50,400	7,364,952
FNF Group	44,300	1,738,332
		13,029,606

TOTAL FINANCIALS		89,415,745

HEALTH CARE - 11.0%
Biotechnology - 3.3%
Amgen, Inc.	37,600	6,538,640
Shire PLC sponsored ADR	18,200	2,823,184
United Therapeutics Corp. (a)	13,700	2,026,915
		11,388,739
Health Care Providers & Services - 0.8%
McKesson Corp.	18,600	2,900,670
Pharmaceuticals - 6.9%
Allergan PLC	29,300	4,792,894
GlaxoSmithKline PLC sponsored ADR	111,900	3,969,093
Jazz Pharmaceuticals PLC (a)	38,374	5,167,059
Merck & Co., Inc.	48,900	2,751,603
Novartis AG sponsored ADR	36,600	3,072,936
Sanofi SA sponsored ADR	91,700	3,943,100
		23,696,685

TOTAL HEALTH CARE		37,986,094

INDUSTRIALS - 9.1%
Aerospace & Defense - 1.0%
Huntington Ingalls Industries, Inc.	14,500	3,417,650
Airlines - 0.7%
American Airlines Group, Inc.	48,900	2,544,267
Commercial Services & Supplies - 0.9%
KAR Auction Services, Inc.	58,700	2,964,937
Construction & Engineering - 1.1%
AECOM (a)	99,785	3,707,013
Machinery - 1.2%
Allison Transmission Holdings, Inc.	98,900	4,259,623
Road & Rail - 2.0%
Avis Budget Group, Inc. (a)	98,200	4,309,016
Knight-Swift Transportation Holdings, Inc. Class A	58,564	2,560,418
		6,869,434
Trading Companies & Distributors - 2.2%
AerCap Holdings NV (a)	85,100	4,477,111
HD Supply Holdings, Inc. (a)	78,400	3,138,352
		7,615,463

TOTAL INDUSTRIALS		31,378,387

INFORMATION TECHNOLOGY - 9.5%
Communications Equipment - 1.1%
CommScope Holding Co., Inc. (a)	99,000	3,745,170
Electronic Equipment & Components - 1.8%
Jabil, Inc.	98,900	2,596,125
TE Connectivity Ltd.	38,200	3,630,528
		6,226,653
IT Services - 3.9%
Amdocs Ltd.	51,200	3,352,576
Cognizant Technology Solutions Corp. Class A	49,500	3,515,490
DXC Technology Co.	41,000	3,890,900
First Data Corp. Class A (a)	154,000	2,573,340
		13,332,306
Semiconductors & Semiconductor Equipment - 2.7%
Analog Devices, Inc.	30,200	2,688,706
Qualcomm, Inc.	106,200	6,798,924
		9,487,630

TOTAL INFORMATION TECHNOLOGY		32,791,759

MATERIALS - 6.0%
Chemicals - 5.5%
DowDuPont, Inc.	82,681	5,888,541
Eastman Chemical Co.	27,200	2,519,808
LyondellBasell Industries NV Class A	32,300	3,563,336
Potash Corp. of Saskatchewan, Inc.	135,300	2,774,888
Westlake Chemical Corp.	38,500	4,101,405
		18,847,978
Containers & Packaging - 0.5%
Graphic Packaging Holding Co.	109,000	1,684,050

TOTAL MATERIALS		20,532,028

REAL ESTATE - 5.4%
Equity Real Estate Investment Trusts (REITs) - 5.4%
American Tower Corp.	34,600	4,936,382
Equity Lifestyle Properties, Inc.	35,500	3,160,210
Essex Property Trust, Inc.	14,300	3,451,591
Extra Space Storage, Inc.	48,000	4,197,600
Outfront Media, Inc.	124,900	2,897,680
		18,643,463
UTILITIES - 4.9%
Electric Utilities - 3.6%
Exelon Corp.	99,400	3,917,354
NextEra Energy, Inc.	29,900	4,670,081
Xcel Energy, Inc.	83,300	4,007,563
		12,594,998
Multi-Utilities - 1.3%
Sempra Energy	40,900	4,373,028

TOTAL UTILITIES		16,968,026

TOTAL COMMON STOCKS
(Cost $285,529,281)		341,884,377

Money Market Funds - 2.4%
Fidelity Cash Central Fund, 1.36% (d)	2,323,817	2,324,281
Fidelity Securities Lending Cash Central Fund 1.36% (d)(e)	5,889,232	5,890,409
TOTAL MONEY MARKET FUNDS
(Cost $8,214,102)		8,214,690
TOTAL INVESTMENT IN SECURITIES - 101.6%
(Cost $293,743,383)		350,099,067
NET OTHER ASSETS (LIABILITIES) - (1.6)%		(5,448,152)
NET ASSETS - 100%		$344,650,915

Legend

(a) Non-income producing

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

(d) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

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

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$17,981
Fidelity Securities Lending Cash Central Fund	132,307
Total	$150,288

Investment Valuation

	Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$26,138,065	$26,138,065	$--	$--
Consumer Staples	27,963,589	27,962,761	--	828
Energy	40,067,221	40,067,221	--	--
Financials	89,415,745	89,415,745	--	--
Health Care	37,986,094	37,986,094	--	--
Industrials	31,378,387	31,378,387	--	--
Information Technology	32,791,759	32,791,759	--	--
Materials	20,532,028	20,532,028	--	--
Real Estate	18,643,463	18,643,463	--	--
Utilities	16,968,026	16,968,026	--	--
Money Market Funds	8,214,690	8,214,690	--	--
Total Investments in Securities:	$350,099,067	$350,098,239	$--	$828

Other Information

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

United States of America	81.0%
Switzerland	4.1%
Ireland	2.9%
United Kingdom	2.4%
Netherlands	2.4%
Canada	1.9%
Marshall Islands	1.3%
France	1.1%
Sweden	1.1%
Bailiwick of Guernsey	1.0%
Others (Individually Less Than 1%)	0.8%
	100.0%

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

Financial Statements

Statement of Assets and Liabilities

		December 31, 2017
Assets
Investment in securities, at value (including securities loaned of $5,735,797) — See accompanying schedule: Unaffiliated issuers (cost $285,529,281)	$341,884,377
Fidelity Central Funds (cost $8,214,102)	8,214,690
Total Investment in Securities (cost $293,743,383)		$350,099,067
Receivable for investments sold		9,566
Receivable for fund shares sold		493,321
Dividends receivable		495,381
Distributions receivable from Fidelity Central Funds		3,861
Prepaid expenses		573
Other receivables		15,331
Total assets		351,117,100
Liabilities
Payable for fund shares redeemed	$367,388
Accrued management fee	154,119
Distribution and service plan fees payable	1,994
Other affiliated payables	43,622
Other payables and accrued expenses	8,637
Collateral on securities loaned	5,890,425
Total liabilities		6,466,185
Net Assets		$344,650,915
Net Assets consist of:
Paid in capital		$275,823,284
Undistributed net investment income		544,658
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		11,926,802
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		56,356,171
Net Assets		$344,650,915
Initial Class:
Net Asset Value, offering price and redemption price per share ($130,365,415 ÷ 7,967,810 shares)		$16.36
Service Class:
Net Asset Value, offering price and redemption price per share ($368,184 ÷ 22,512 shares)		$16.36
Service Class 2:
Net Asset Value, offering price and redemption price per share ($9,474,258 ÷ 586,662 shares)		$16.15
Investor Class:
Net Asset Value, offering price and redemption price per share ($204,443,058 ÷ 12,516,947 shares)		$16.33

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

Statement of Operations

		Year ended December 31, 2017
Investment Income
Dividends		$5,760,579
Special dividends		838,250
Income from Fidelity Central Funds		150,288
Total income		6,749,117
Expenses
Management fee	$1,824,255
Transfer agent fees	380,518
Distribution and service plan fees	23,888
Accounting and security lending fees	131,757
Custodian fees and expenses	15,329
Independent trustees' fees and expenses	1,328
Audit	60,146
Legal	9,437
Miscellaneous	2,467
Total expenses before reductions	2,449,125
Expense reductions	(11,420)	2,437,705
Net investment income (loss)		4,311,412
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	22,474,531
Fidelity Central Funds	(1,032)
Foreign currency transactions	(7)
Total net realized gain (loss)		22,473,492
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers	21,691,516
Fidelity Central Funds	429
Assets and liabilities in foreign currencies	677
Total change in net unrealized appreciation (depreciation)		21,692,622
Net gain (loss)		44,166,114
Net increase (decrease) in net assets resulting from operations		$48,477,526

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

Statement of Changes in Net Assets

	Year ended December 31, 2017	Year ended December 31, 2016
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$4,311,412	$4,044,168
Net realized gain (loss)	22,473,492	(32,458)
Change in net unrealized appreciation (depreciation)	21,692,622	32,148,857
Net increase (decrease) in net assets resulting from operations	48,477,526	36,160,567
Distributions to shareholders from net investment income	(4,225,252)	(3,248,298)
Distributions to shareholders from net realized gain	(9,151,368)	(1,680,072)
Total distributions	(13,376,620)	(4,928,370)
Share transactions - net increase (decrease)	(21,148,773)	(10,012,931)
Total increase (decrease) in net assets	13,952,133	21,219,266
Net Assets
Beginning of period	330,698,782	309,479,516
End of period	$344,650,915	$330,698,782
Other Information
Undistributed net investment income end of period	$544,658	$628,031

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

Financial Highlights

VIP Value Portfolio Initial Class

Years ended December 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$14.74	$13.36	$16.04	$15.18	$12.60
Income from Investment Operations
Net investment income (loss)^A	.21^B	.18	.21	.24^C	.19
Net realized and unrealized gain (loss)	2.07	1.43	(.35)	1.47	3.84
Total from investment operations	2.28	1.61	(.14)	1.71	4.03
Distributions from net investment income	(.21)	(.15)	(.21)	(.22)	(.17)
Distributions from net realized gain	(.45)	(.07)	(2.33)	(.63)	(1.27)
Total distributions	(.66)	(.23)^D	(2.54)	(.85)	(1.45)^E
Net asset value, end of period	$16.36	$14.74	$13.36	$16.04	$15.18
Total Return^F,^G	15.58%	12.08%	(.75)%	11.41%	32.46%
Ratios to Average Net Assets^H,^I
Expenses before reductions	.68%	.69%	.69%	.69%	.71%
Expenses net of fee waivers, if any	.68%	.69%	.69%	.69%	.70%
Expenses net of all reductions	.67%	.69%	.68%	.69%	.70%
Net investment income (loss)	1.34%^B	1.33%	1.35%	1.54%^C	1.27%
Supplemental Data
Net assets, end of period (000 omitted)	$130,365	$126,526	$129,151	$130,678	$115,004
Portfolio turnover rate^J	55%	63%	78%^K	53%	96%

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

^B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.09%.

^C Net Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.22%.

^D Total distributions of $.23 per share is comprised of distributions from net investment income of $.152 and distributions from net realized gain of $.074 per share.

^E Total distributions of $1.45 per share is comprised of distributions from net investment income of $.172 and distributions from net realized gain of $1.274 per share.

^F Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

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

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

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

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

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

VIP Value Portfolio Service Class

Years ended December 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$14.73	$13.36	$16.04	$15.18	$12.60
Income from Investment Operations
Net investment income (loss)^A	.19^B	.17	.19	.23^C	.17
Net realized and unrealized gain (loss)	2.08	1.41	(.34)	1.47	3.84
Total from investment operations	2.27	1.58	(.15)	1.70	4.01
Distributions from net investment income	(.20)	(.14)	(.20)	(.21)	(.15)
Distributions from net realized gain	(.45)	(.07)	(2.33)	(.63)	(1.27)
Total distributions	(.64)^D	(.21)	(2.53)	(.84)	(1.43)^E
Net asset value, end of period	$16.36	$14.73	$13.36	$16.04	$15.18
Total Return^F,^G	15.53%	11.90%	(.82)%	11.31%	32.29%
Ratios to Average Net Assets^H,^I
Expenses before reductions	.78%	.79%	.78%	.79%	.80%
Expenses net of fee waivers, if any	.78%	.79%	.78%	.79%	.80%
Expenses net of all reductions	.77%	.79%	.78%	.79%	.79%
Net investment income (loss)	1.24%^B	1.23%	1.25%	1.44%^C	1.18%
Supplemental Data
Net assets, end of period (000 omitted)	$368	$400	$520	$230	$214
Portfolio turnover rate^J	55%	63%	78%^K	53%	96%

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

^D Total distributions of $.64 per share is comprised of distributions from net investment income of $.195 and distributions from net realized gain of $.449 per share.

^E Total distributions of $1.43 per share is comprised of distributions from net investment income of $.152 and distributions from net realized gain of $1.274 per share.

^F Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

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

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

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

VIP Value Portfolio Service Class 2

Years ended December 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$14.55	$13.21	$15.89	$15.05	$12.50
Income from Investment Operations
Net investment income (loss)^A	.17^B	.15	.17	.20^C	.15
Net realized and unrealized gain (loss)	2.05	1.39	(.34)	1.45	3.81
Total from investment operations	2.22	1.54	(.17)	1.65	3.96
Distributions from net investment income	(.17)	(.13)	(.18)	(.18)	(.14)
Distributions from net realized gain	(.45)	(.07)	(2.33)	(.63)	(1.27)
Total distributions	(.62)	(.20)	(2.51)	(.81)	(1.41)
Net asset value, end of period	$16.15	$14.55	$13.21	$15.89	$15.05
Total Return^D,^E	15.36%	11.71%	(.97)%	11.11%	32.18%
Ratios to Average Net Assets^F,^G
Expenses before reductions	.93%	.94%	.93%	.94%	.96%
Expenses net of fee waivers, if any	.93%	.94%	.93%	.94%	.96%
Expenses net of all reductions	.92%	.94%	.93%	.94%	.95%
Net investment income (loss)	1.09%^B	1.08%	1.10%	1.29%^C	1.01%
Supplemental Data
Net assets, end of period (000 omitted)	$9,474	$9,050	$9,026	$7,945	$5,831
Portfolio turnover rate^H	55%	63%	78%^I	53%	96%

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

^D Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

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

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

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

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

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

VIP Value Portfolio Investor Class

Years ended December 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$14.71	$13.35	$16.02	$15.17	$12.59
Income from Investment Operations
Net investment income (loss)^A	.20^B	.17	.19	.23^C	.18
Net realized and unrealized gain (loss)	2.07	1.41	(.33)	1.46	3.84
Total from investment operations	2.27	1.58	(.14)	1.69	4.02
Distributions from net investment income	(.20)	(.14)	(.20)	(.21)	(.16)
Distributions from net realized gain	(.45)	(.07)	(2.33)	(.63)	(1.27)
Total distributions	(.65)	(.22)^D	(2.53)	(.84)	(1.44)^E
Net asset value, end of period	$16.33	$14.71	$13.35	$16.02	$15.17
Total Return^F,^G	15.52%	11.88%	(.76)%	11.28%	32.42%
Ratios to Average Net Assets^H,^I
Expenses before reductions	.76%	.77%	.77%	.77%	.78%
Expenses net of fee waivers, if any	.76%	.77%	.76%	.77%	.78%
Expenses net of all reductions	.75%	.77%	.76%	.77%	.78%
Net investment income (loss)	1.26%^B	1.25%	1.27%	1.46%^C	1.19%
Supplemental Data
Net assets, end of period (000 omitted)	$204,443	$194,723	$170,782	$154,089	$110,911
Portfolio turnover rate^J	55%	63%	78%^K	53%	96%

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

^D Total distributions of $.22 per share is comprised of distributions from net investment income of $.144 and distributions from net realized gain of $.074 per share.

^E Total distributions of $1.44 per share is comprised of distributions from net investment income of $.163 and distributions from net realized gain of $1.274 per share.

^F Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

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

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

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

Notes to Financial Statements

For the period ended December 31, 2017

1. Organization.

VIP Value Portfolio (the Fund) is a fund of Variable Insurance Products Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

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

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

Level 1 – quoted prices in active markets for identical investments
Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

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

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

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and includes proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Book-tax differences are primarily due to foreign currency transactions, partnerships, and losses deferred due to wash sales, and excise tax regulations.

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

Gross unrealized appreciation	$68,279,780
Gross unrealized depreciation	(11,736,098)
Net unrealized appreciation (depreciation)	$56,543,682
Tax Cost	$293,555,385

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

Undistributed ordinary income	$1,643,931
Undistributed long-term capital gain	$10,639,533
Net unrealized appreciation (depreciation) on securities and other investments	$56,544,169

The tax character of distributions paid was as follows:

	December 31, 2017	December 31, 2016
Ordinary Income	$13,376,620	$ 3,960,421
Long-term Capital Gains	–	967,949
Total	$13,376,620	$ 4,928,370

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $182,353,963 and $210,614,104 respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .24% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .54% of the Fund's average net assets.

For the period, total fees, all of which were re-allowed to insurance companies for the distribution of shares and providing shareholder support services, were as follows:

Service Class	$392
Service Class 2	23,496
	$23,888

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class pays a fee for transfer agent services, typesetting and printing and mailing of shareholder reports, excluding mailing of proxy statements, equal to an annual rate of class-level average net assets. The annual rate for Investor Class is .15% and the annual rate for all other classes is .07%. For the period, transfer agent fees for each class were as follows:

Initial Class	$84,504
Service Class	258
Service Class 2	6,196
Investor Class	289,560
	$380,518

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $7,323 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,064 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $132,307, including $23 from securities loaned to FCM.

8. Expense Reductions.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $2,965.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Year ended December 31, 2017	Year ended December 31, 2016
From net investment income
Initial Class	$1,675,473	$1,291,402
Service Class	4,429	3,726
Service Class 2	100,362	76,312
Investor Class	2,444,988	1,876,858
Total	$4,225,252	$3,248,298
From net realized gain
Initial Class	$3,476,918	$678,785
Service Class	9,850	2,511
Service Class 2	253,688	45,648
Investor Class	5,410,912	953,128
Total	$9,151,368	$1,680,072

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares	Shares	Dollars	Dollars
	Year ended December 31, 2017	Year ended December 31, 2016	Year ended December 31, 2017	Year ended December 31, 2016
Initial Class
Shares sold	1,179,492	1,389,439	$18,495,462	$18,854,781
Reinvestment of distributions	321,427	138,411	5,152,391	1,970,187
Shares redeemed	(2,118,307)	(2,606,038)	(33,276,481)	(35,821,563)
Net increase (decrease)	(617,388)	(1,078,188)	$(9,628,628)	$(14,996,595)
Service Class
Shares sold	1	5	$22	$61
Reinvestment of distributions	891	444	14,279	6,237
Shares redeemed	(5,555)	(12,204)	(88,594)	(164,490)
Net increase (decrease)	(4,663)	(11,755)	$(74,293)	$(158,192)
Service Class 2
Shares sold	149,201	258,586	$2,269,208	$3,428,570
Reinvestment of distributions	22,362	8,693	354,050	121,960
Shares redeemed	(206,693)	(328,715)	(3,191,721)	(4,317,938)
Net increase (decrease)	(35,130)	(61,436)	$(568,463)	$(767,408)
Investor Class
Shares sold	1,379,999	3,052,244	$21,590,812	$41,662,069
Reinvestment of distributions	490,613	198,479	7,855,900	2,829,986
Shares redeemed	(2,587,901)	(2,811,946)	(40,324,101)	(38,582,791)
Net increase (decrease)	(717,289)	438,777	$(10,877,389)	$5,909,264

11. Other.

At the end of the period, the investment adviser or its affiliates were the owners of record of 51% of the total outstanding shares of the Fund. In addition, at the end of the period, VIP Freedom 2020 Portfolio was the owner of record of approximately 11% of the total outstanding shares of the Fund. Mutual funds managed by the investment adviser or its affiliates were the owners of record, in the aggregate, of approximately 45% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

To the Trustees of Variable Insurance Products Fund and Shareholders of VIP Value Portfolio:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of VIP Value Portfolio (the "Fund"), a fund of Variable Insurance Products Fund, including the schedule of investments, as of December 31, 2017, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of December 31, 2017, by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
February 14, 2018

We have served as the auditor of one or more of the Fidelity investment companies since 1999.

Trustees and Officers

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

Interested Trustees*:

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

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

Jonathan Chiel (1957)

Year of Election or Appointment: 2016

Trustee

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

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

Independent Trustees:

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

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

William S. Stavropoulos (1939)

Year of Election or Appointment: 2001

Trustee

Vice Chairman of the Independent Trustees

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

Thomas C. Hense (1964)

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

Vice President

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (1995-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Shareholder Expense Example

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

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio-^A	Beginning Account Value July 1, 2017	Ending Account Value December 31, 2017	Expenses Paid During Period-^B July 1, 2017 to December 31, 2017
Initial Class	.67%
Actual		$1,000.00	$1,082.20	$3.52
Hypothetical-^C		$1,000.00	$1,021.83	$3.41
Service Class	.77%
Actual		$1,000.00	$1,081.90	$4.04
Hypothetical-^C		$1,000.00	$1,021.32	$3.92
Service Class 2	.92%
Actual		$1,000.00	$1,081.00	$4.83
Hypothetical-^C		$1,000.00	$1,020.57	$4.69
Investor Class	.76%
Actual		$1,000.00	$1,081.70	$3.99
Hypothetical-^C		$1,000.00	$1,021.37	$3.87

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

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

^C 5% return per year before expenses

Distributions (Unaudited)

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

	Pay Date	Record Date	Dividends	Capital Gains
VIP Value Portfolio
Initial Class	02/09/18	02/09/18	$0.027	$0.563
Service Class	02/09/18	02/09/18	$0.025	$0.563
Service Class 2	02/09/18	02/09/18	$0.021	$0.563
Investor Class	02/09/18	02/09/18	$0.025	$0.563

The fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31, 2017, $10,639,533, or, if subsequently determined to be different, the net capital gain of such year.

Initial Class designates 26% and 35%; Service Class designates 27% and 36%; Service Class 2 designates 31% and 38%; and Investor Class designates 27% and 36% of the dividends distributed in February and December, 2017, respectively, during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

Board Approval of Investment Advisory Contracts and Management Fees

VIP Value Portfolio

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in basis points (BP) in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

VIP Value Portfolio

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2016.

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

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

Fidelity Investments

VIPVAL-ANN-0218
1.768949.116

Fidelity® Variable Insurance Products:

Equity-Income Portfolio

Annual Report

December 31, 2017

Contents

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

You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Fidelity® Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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

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

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Performance: The Bottom Line

Average Annual Total Returns

For the periods ended December 31, 2017	Past 1 year	Past 5 years	Past 10 years
Initial Class	12.89%	12.26%	6.14%
Service Class	12.80%	12.15%	6.04%
Service Class 2	12.65%	11.98%	5.88%
Investor Class	12.83%	12.16%	6.06%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in VIP Equity-Income Portfolio℠ - Initial Class on December 31, 2007.

The chart shows how the value of your investment would have changed, and also shows how the Russell 3000® Value Index performed over the same period.

	Period Ending Values
	$18,155	VIP Equity-Income Portfolio℠ - Initial Class
	$20,020	Russell 3000® Value Index

Management's Discussion of Fund Performance

Comments from Lead Portfolio Manager Ramona Persaud: For the year, the fund's share classes gained roughly 13%, about in line with the 13.19% advance of the benchmark Russell 3000^® Value Index. Versus the benchmark, security selection in health care and industrials notably detracted, as did the fund's 6% stake in cash, on average. On the positive side, the fund benefited most from security selection in the financials and consumer discretionary sectors, while positioning in real estate and energy also added value versus the benchmark in 2017. The fund’s biggest individual detractor was an out-of-benchmark position in Israel-based Teva Pharmaceutical Industries, the world's largest maker of generic drugs. The stock suffered as the company continued to integrate its 2016 acquisition of Actavis' generics business, and by drug-pricing pressure stemming from poor industry fundamentals and turnover in the broader product cycle for generics. We sold our stake in Teva by period end. Having no exposure to the common stock of chipmaker and benchmark component Intel also dragged on relative performance, as the stock rallied in late October on strong quarterly financial results owed to growth in Intel’s “internet of things” and memory businesses. Conversely, being underexposed to sizable benchmark stock Exxon Mobil helped relative results most. The multinational oil and gas giant was a victim of the bear market in energy and the ongoing glut in U.S. oil and natural gas supplies. Elsewhere, it helped to hold a non-benchmark position in Italian-controlled carmaker Fiat Chrysler Automobiles, as its stock was boosted on rumors of a Chinese automaker making a bid to purchase the firm. No deal was made by year-end and the fund did not hold Fiat as of December 31. Lastly, the fund's foreign holdings contributed overall, aided in part by a broadly weaker U.S. dollar.

Note to shareholders: On December 30, 2017, Ramona Persaud became Lead Manager of the fund, after having served as Co-Manager since April 2017. Ramona succeeds Jim Morrow, who, after more than 18 years at Fidelity, retired at the end of 2017.

Investment Summary (Unaudited)

Top Ten Stocks as of December 31, 2017

	% of fund's net assets
JPMorgan Chase & Co.	4.9
Wells Fargo & Co.	4.2
Johnson & Johnson	4.0
Cisco Systems, Inc.	3.6
Procter & Gamble Co.	3.1
Verizon Communications, Inc.	2.9
Bank of America Corp.	2.8
Chubb Ltd.	2.6
Exelon Corp.	2.4
Comcast Corp. Class A	2.4
	32.9

Top Five Market Sectors as of December 31, 2017

	% of fund's net assets
Financials	24.5
Information Technology	12.1
Consumer Staples	11.8
Energy	11.0
Health Care	9.9

Asset Allocation (% of fund's net assets)

As of December 31, 2017 ^*
	Stocks	96.9%
	Bonds	0.2%
	Short-Term Investments and Net Other Assets (Liabilities)	2.9%

* Foreign investments - 12.7%

Investments December 31, 2017

Showing Percentage of Net Assets

Common Stocks - 96.9%
	Shares	Value
CONSUMER DISCRETIONARY - 6.3%
Automobiles - 1.2%
General Motors Co.	1,671,500	$68,514,785
Hotels, Restaurants & Leisure - 1.9%
Bluegreen Corp.	214,400	3,914,944
Dunkin' Brands Group, Inc.	784,500	50,576,715
McDonald's Corp.	156,900	27,005,628
Wyndham Worldwide Corp.	211,000	24,448,570
		105,945,857
Media - 2.4%
Comcast Corp. Class A	3,348,286	134,098,854
Multiline Retail - 0.3%
Macy's, Inc. (a)	681,000	17,154,390
Specialty Retail - 0.5%
Home Depot, Inc.	93,900	17,796,867
L Brands, Inc.	197,700	11,905,494
		29,702,361

TOTAL CONSUMER DISCRETIONARY		355,416,247

CONSUMER STAPLES - 11.8%
Beverages - 1.8%
Dr. Pepper Snapple Group, Inc.	253,000	24,556,180
Molson Coors Brewing Co. Class B	493,200	40,476,924
The Coca-Cola Co.	743,300	34,102,604
		99,135,708
Food & Staples Retailing - 3.1%
CVS Health Corp.	799,000	57,927,500
Sysco Corp.	211,800	12,862,614
Wal-Mart Stores, Inc.	1,061,878	104,860,453
		175,650,567
Food Products - 1.7%
Hilton Food Group PLC	476,300	5,556,180
Mondelez International, Inc.	448,900	19,212,920
Morinaga & Co. Ltd.	104,600	5,300,785
Nestle SA (Reg. S)	123,424	10,611,534
The Hain Celestial Group, Inc. (b)	209,200	8,867,988
The J.M. Smucker Co.	165,100	20,512,024
The Kraft Heinz Co.	355,000	27,604,800
		97,666,231
Household Products - 3.7%
Essity AB Class B	237,300	6,740,245
Kimberly-Clark Corp.	228,100	27,522,546
Procter & Gamble Co.	1,901,419	174,702,378
		208,965,169
Personal Products - 0.6%
Unilever NV (Certificaten Van Aandelen) (Bearer)	584,900	32,931,626
Tobacco - 0.9%
British American Tobacco PLC:
(United Kingdom)	334,600	22,669,326
sponsored ADR	274,003	18,355,461
Imperial Tobacco Group PLC	289,727	12,384,598
		53,409,385

TOTAL CONSUMER STAPLES		667,758,686

ENERGY - 10.9%
Energy Equipment & Services - 0.5%
Schlumberger Ltd.	397,500	26,787,525
Oil, Gas & Consumable Fuels - 10.4%
Chevron Corp.	980,080	122,696,215
ConocoPhillips Co.	1,611,300	88,444,257
Enterprise Products Partners LP	797,400	21,139,074
Imperial Oil Ltd.	744,000	23,219,666
Kinder Morgan, Inc.	2,004,200	36,215,894
Phillips 66 Co.	283,800	28,706,370
Suncor Energy, Inc.	1,709,200	62,752,251
The Williams Companies, Inc.	3,806,849	116,070,826
Williams Partners LP	2,448,756	94,962,758
		594,207,311

TOTAL ENERGY		620,994,836

FINANCIALS - 24.5%
Banks - 14.9%
Bank of America Corp.	5,411,400	159,744,528
Comerica, Inc.	75,348	6,540,960
JPMorgan Chase & Co.	2,583,964	276,329,109
KeyCorp	893,813	18,028,208
Lakeland Financial Corp.	140,500	6,812,845
Regions Financial Corp.	775,500	13,400,640
SunTrust Banks, Inc.	807,900	52,182,261
U.S. Bancorp	1,376,638	73,760,264
Wells Fargo & Co.	3,939,286	238,996,482
		845,795,297
Capital Markets - 4.9%
KKR & Co. LP	5,550,021	116,883,442
State Street Corp.	368,202	35,940,197
The Blackstone Group LP	3,707,226	118,705,377
TPG Specialty Lending, Inc.	280,231	5,548,574
		277,077,590
Consumer Finance - 0.3%
Capital One Financial Corp.	156,400	15,574,312
Diversified Financial Services - 0.1%
New Academy Holding Co. LLC unit (b)(c)(d)(e)	127,200	4,342,608
Insurance - 3.8%
Chubb Ltd.	1,004,571	146,797,960
MetLife, Inc.	1,417,970	71,692,563
		218,490,523
Mortgage Real Estate Investment Trusts - 0.1%
KKR Real Estate Finance Trust, Inc. (a)	343,400	6,871,434
Thrifts & Mortgage Finance - 0.4%
Radian Group, Inc.	1,203,870	24,811,761

TOTAL FINANCIALS		1,392,963,525

HEALTH CARE - 9.8%
Biotechnology - 1.6%
Amgen, Inc.	527,771	91,779,377
Health Care Equipment & Supplies - 0.9%
Becton, Dickinson & Co.	152,200	32,579,932
Koninklijke Philips Electronics NV	520,600	19,657,170
		52,237,102
Health Care Providers & Services - 0.2%
HealthSouth Corp.	1	49
UnitedHealth Group, Inc.	39,300	8,664,078
		8,664,127
Pharmaceuticals - 7.1%
AstraZeneca PLC (United Kingdom)	512,811	35,386,832
Bristol-Myers Squibb Co.	222,100	13,610,288
GlaxoSmithKline PLC	1,974,000	34,957,944
Johnson & Johnson	1,616,368	225,838,937
Merck & Co., Inc.	410,900	23,121,343
Pfizer, Inc.	969,212	35,104,859
Sanofi SA	384,961	33,142,057
		401,162,260

TOTAL HEALTH CARE		553,842,866

INDUSTRIALS - 6.3%
Aerospace & Defense - 2.6%
General Dynamics Corp.	195,000	39,672,750
Raytheon Co.	162,700	30,563,195
United Technologies Corp.	605,771	77,278,206
		147,514,151
Air Freight & Logistics - 1.2%
Deutsche Post AG	383,039	18,268,677
United Parcel Service, Inc. Class B	434,437	51,763,169
		70,031,846
Commercial Services & Supplies - 0.6%
KAR Auction Services, Inc.	444,200	22,436,542
Waste Connection, Inc. (Canada)	142,427	10,102,459
		32,539,001
Electrical Equipment - 0.9%
AMETEK, Inc.	98,500	7,138,295
Eaton Corp. PLC	458,300	36,210,283
Regal Beloit Corp.	106,800	8,180,880
		51,529,458
Industrial Conglomerates - 0.7%
General Electric Co.	681,847	11,898,230
Roper Technologies, Inc.	112,600	29,163,400
		41,061,630
Machinery - 0.3%
Allison Transmission Holdings, Inc.	325,800	14,032,206

TOTAL INDUSTRIALS		356,708,292

INFORMATION TECHNOLOGY - 12.1%
Communications Equipment - 3.6%
Cisco Systems, Inc.	5,279,531	202,206,037
Electronic Equipment & Components - 1.2%
Dell Technologies, Inc. (b)	393,641	31,995,140
TE Connectivity Ltd.	383,561	36,453,637
		68,448,777
IT Services - 1.4%
First Data Corp. Class A (b)	2,728,096	45,586,484
Paychex, Inc.	492,969	33,561,330
		79,147,814
Semiconductors & Semiconductor Equipment - 3.2%
Analog Devices, Inc.	184,100	16,390,423
Qualcomm, Inc.	1,917,439	122,754,445
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	898,100	35,609,665
United Microelectronics Corp.	13,218,000	6,295,866
		181,050,399
Software - 2.0%
Micro Focus International PLC	991,723	33,782,334
Microsoft Corp.	936,024	80,067,493
		113,849,827
Technology Hardware, Storage & Peripherals - 0.7%
Apple, Inc.	250,300	42,358,269

TOTAL INFORMATION TECHNOLOGY		687,061,123

MATERIALS - 3.4%
Chemicals - 2.4%
DowDuPont, Inc.	904,100	64,390,002
LyondellBasell Industries NV Class A	434,600	47,945,072
Monsanto Co.	93,900	10,965,642
Potash Corp. of Saskatchewan, Inc.	603,000	12,367,017
		135,667,733
Containers & Packaging - 1.0%
Ball Corp.	197,700	7,482,945
WestRock Co.	811,300	51,282,273
		58,765,218

TOTAL MATERIALS		194,432,951

REAL ESTATE - 1.8%
Equity Real Estate Investment Trusts (REITs) - 1.8%
American Tower Corp.	224,200	31,986,614
Crown Castle International Corp.	309,900	34,401,999
Duke Realty Corp.	378,500	10,298,985
Public Storage	104,600	21,861,400
Ventas, Inc.	100,790	6,048,408
		104,597,406
TELECOMMUNICATION SERVICES - 4.6%
Diversified Telecommunication Services - 4.6%
AT&T, Inc.	2,463,993	95,800,048
Verizon Communications, Inc.	3,118,759	165,075,914
		260,875,962
Wireless Telecommunication Services - 0.0%
T-Mobile U.S., Inc. (b)	22,139	1,406,048

TOTAL TELECOMMUNICATION SERVICES		262,282,010

UTILITIES - 5.4%
Electric Utilities - 4.7%
Duke Energy Corp.	260,000	21,868,600
Exelon Corp.	3,528,900	139,073,949
PPL Corp.	1,668,700	51,646,265
Southern Co.	677,577	32,584,678
Xcel Energy, Inc.	468,800	22,553,968
		267,727,460
Multi-Utilities - 0.7%
CenterPoint Energy, Inc.	681,500	19,327,340
Public Service Enterprise Group, Inc.	324,300	16,701,450
		36,028,790

TOTAL UTILITIES		303,756,250

TOTAL COMMON STOCKS
(Cost $3,994,617,670)		5,499,814,192

Convertible Preferred Stocks - 0.0%
HEALTH CARE - 0.0%
Health Care Equipment & Supplies - 0.0%
Becton, Dickinson & Co. Series A 6.125%	20,700	1,204,119
Pharmaceuticals - 0.0%
Allergan PLC 5.50%	1,150	672,031

TOTAL HEALTH CARE		1,876,150

REAL ESTATE - 0.0%
Equity Real Estate Investment Trusts (REITs) - 0.0%
American Tower Corp. 5.50%	9,700	1,220,988
UTILITIES - 0.0%
Independent Power and Renewable Electricity Producers - 0.0%
Dynegy, Inc. 7.00%	12,900	1,017,165
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $4,258,675)		4,114,303
	Principal Amount	Value

Corporate Bonds - 0.2%
Convertible Bonds - 0.1%
CONSUMER DISCRETIONARY - 0.0%
Media - 0.0%
DISH Network Corp. 3.375% 8/15/26	1,530,000	1,664,831
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 9.5% 4/15/19 pay-in-kind	1,729,000	1,210,300
Scorpio Tankers, Inc. 2.375% 7/1/19 (f)	1,750,000	1,572,813
		2,783,113
INFORMATION TECHNOLOGY - 0.0%
Internet Software & Services - 0.0%
Yahoo!, Inc. 0% 12/1/18	850,000	1,145,906
Semiconductors & Semiconductor Equipment - 0.0%
Intel Corp. 3.25% 8/1/39	695,000	1,543,769
TOTAL INFORMATION TECHNOLOGY		2,689,675

TOTAL CONVERTIBLE BONDS		7,137,619

Nonconvertible Bonds - 0.1%
FINANCIALS - 0.0%
Thrifts & Mortgage Finance - 0.0%
Prime Securities Services Borrower LLC/Prime Finance, Inc. 9.25% 5/15/23 (f)	1,390,000	1,542,900
HEALTH CARE - 0.1%
Pharmaceuticals - 0.1%
Valeant Pharmaceuticals International, Inc. 5.875% 5/15/23 (f)	1,720,000	1,595,300

TOTAL NONCONVERTIBLE BONDS		3,138,200

TOTAL CORPORATE BONDS
(Cost $10,132,652)		10,275,819
	Shares	Value

Money Market Funds - 3.0%
Fidelity Cash Central Fund, 1.36% (g)	160,878,188	160,910,364
Fidelity Securities Lending Cash Central Fund 1.36% (g)(h)	8,424,770	8,426,455
TOTAL MONEY MARKET FUNDS
(Cost $169,333,050)		169,336,819
TOTAL INVESTMENT IN SECURITIES - 100.1%
(Cost $4,178,342,047)		5,683,541,133
NET OTHER ASSETS (LIABILITIES) - (0.1)%		(7,237,268)
NET ASSETS - 100%		$5,676,303,865

Legend

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

(b) Non-income producing

(c) Investment is owned by an entity that is treated as a U.S. Corporation for tax purposes in which the Fund holds a percentage ownership.

(d) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $4,342,608 or 0.1% of net assets.

(e) Level 3 security

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $4,711,013 or 0.1% of net assets.

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
New Academy Holding Co. LLC unit	8/1/11	$13,406,880

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$1,712,110
Fidelity Securities Lending Cash Central Fund	332,931
Total	$2,045,041

Investment Valuation

	Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$355,416,247	$355,416,247	$--	$--
Consumer Staples	667,758,686	624,215,526	43,543,160	--
Energy	620,994,836	620,994,836	--	--
Financials	1,392,963,525	1,388,620,917	--	4,342,608
Health Care	555,719,016	430,698,863	125,020,153	--
Industrials	356,708,292	356,708,292	--	--
Information Technology	687,061,123	680,765,257	6,295,866	--
Materials	194,432,951	194,432,951	--	--
Real Estate	105,818,394	104,597,406	1,220,988	--
Telecommunication Services	262,282,010	262,282,010	--	--
Utilities	304,773,415	303,756,250	1,017,165	--
Corporate Bonds	10,275,819	--	10,275,819	--
Money Market Funds	169,336,819	169,336,819	--	--
Total Investments in Securities:	$5,683,541,133	$5,491,825,374	$187,373,151	$4,342,608

Other Information

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

United States of America	87.3%
Switzerland	3.4%
United Kingdom	2.5%
Canada	2.0%
Netherlands	1.8%
Others (Individually Less Than 1%)	3.0%
	100.0%

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

Financial Statements

Statement of Assets and Liabilities

		December 31, 2017
Assets
Investment in securities, at value (including securities loaned of $8,085,761) — See accompanying schedule: Unaffiliated issuers (cost $4,009,008,997)	$5,514,204,314
Fidelity Central Funds (cost $169,333,050)	169,336,819
Total Investment in Securities (cost $4,178,342,047)		$5,683,541,133
Foreign currency held at value (cost $224,422)		224,431
Receivable for fund shares sold		1,012,846
Dividends receivable		6,431,465
Interest receivable		113,717
Distributions receivable from Fidelity Central Funds		194,752
Prepaid expenses		9,745
Other receivables		505,681
Total assets		5,692,033,770
Liabilities
Payable to custodian bank	$1,298,499
Payable for fund shares redeemed	2,562,635
Accrued management fee	2,085,868
Distribution and service plan fees payable	329,123
Other affiliated payables	438,139
Other payables and accrued expenses	591,966
Collateral on securities loaned	8,423,675
Total liabilities		15,729,905
Net Assets		$5,676,303,865
Net Assets consist of:
Paid in capital		$3,947,771,081
Distributions in excess of net investment income		(10,715,106)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		234,020,899
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,505,226,991
Net Assets		$5,676,303,865
Initial Class:
Net Asset Value, offering price and redemption price per share ($3,440,094,916 ÷ 143,982,825 shares)		$23.89
Service Class:
Net Asset Value, offering price and redemption price per share ($326,564,705 ÷ 13,740,135 shares)		$23.77
Service Class 2:
Net Asset Value, offering price and redemption price per share ($1,452,633,260 ÷ 62,299,416 shares)		$23.32
Investor Class:
Net Asset Value, offering price and redemption price per share ($457,010,984 ÷ 19,226,435 shares)		$23.77

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

Statement of Operations

		Year ended December 31, 2017
Investment Income
Dividends		$152,444,041
Interest		938,714
Income from Fidelity Central Funds		2,045,041
Total income		155,427,796
Expenses
Management fee	$25,367,701
Transfer agent fees	4,121,388
Distribution and service plan fees	3,885,839
Accounting and security lending fees	1,116,113
Custodian fees and expenses	112,760
Independent trustees' fees and expenses	22,714
Appreciation in deferred trustee compensation account	375
Audit	86,516
Legal	25,304
Miscellaneous	46,487
Total expenses before reductions	34,785,197
Expense reductions	(119,907)	34,665,290
Net investment income (loss)		120,762,506
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	249,893,072
Fidelity Central Funds	35,315
Foreign currency transactions	(62,002)
Written options	6,479,040
Total net realized gain (loss)		256,345,425
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers	297,041,241
Fidelity Central Funds	(35,646)
Assets and liabilities in foreign currencies	35,245
Written options	10,928,146
Total change in net unrealized appreciation (depreciation)		307,968,986
Net gain (loss)		564,314,411
Net increase (decrease) in net assets resulting from operations		$685,076,917

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

Statement of Changes in Net Assets

	Year ended December 31, 2017	Year ended December 31, 2016
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$120,762,506	$123,857,767
Net realized gain (loss)	256,345,425	86,923,575
Change in net unrealized appreciation (depreciation)	307,968,986	692,097,356
Net increase (decrease) in net assets resulting from operations	685,076,917	902,878,698
Distributions to shareholders from net investment income	(90,590,382)	(120,005,164)
Distributions to shareholders from net realized gain	(118,331,218)	(349,257,965)
Total distributions	(208,921,600)	(469,263,129)
Share transactions - net increase (decrease)	(502,055,122)	21,742,678
Total increase (decrease) in net assets	(25,899,805)	455,358,247
Net Assets
Beginning of period	5,702,203,670	5,246,845,423
End of period	$5,676,303,865	$5,702,203,670
Other Information
Distributions in excess of net investment income end of period	$(10,715,106)	$(21,216,677)

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

Financial Highlights

VIP Equity-Income Portfolio Initial Class

Years ended December 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$21.97	$20.46	$24.30	$23.29	$19.94
Income from Investment Operations
Net investment income (loss)^A	.50	.49	.63	.71^B	.56
Net realized and unrealized gain (loss)	2.29	2.85	(1.57)^C	1.35	4.96
Total from investment operations	2.79	3.34	(.94)	2.06	5.52
Distributions from net investment income	(.40)	(.48)	(.71)	(.71)	(.60)
Distributions from net realized gain	(.47)	(1.34)	(2.19)	(.34)	(1.57)
Total distributions	(.87)	(1.83)^D	(2.90)	(1.05)	(2.17)
Redemption fees added to paid in capital^A	–	–	–^E	–^E	–^E
Net asset value, end of period	$23.89	$21.97	$20.46	$24.30	$23.29
Total Return^F,^G	12.89%	18.02%	(4.08)%^C	8.85%	28.15%
Ratios to Average Net Assets^H,^I
Expenses before reductions	.53%	.54%	.54%	.54%	.55%
Expenses net of fee waivers, if any	.53%	.54%	.54%	.54%	.54%
Expenses net of all reductions	.53%	.54%	.53%	.54%	.54%
Net investment income (loss)	2.19%	2.39%	2.85%	2.94%^B	2.43%
Supplemental Data
Net assets, end of period (000 omitted)	$3,440,095	$3,550,158	$3,238,580	$3,817,228	$3,947,728
Portfolio turnover rate^J	36%	38%	46%	40%	32%

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

^B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 2.59%.

^C Net realized and unrealized gain (loss) per share reflects proceeds received from litigation which amounted to $.02 per share. Excluding these litigation proceeds, the total return would have been (4.18)%.

^D Total distributions of $1.83 per share is comprised of distributions from net investment income of $.484 and distributions from net realized gain of $1.342 per share.

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

^F Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

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

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

VIP Equity-Income Portfolio Service Class

Years ended December 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$21.86	$20.37	$24.20	$23.20	$19.87
Income from Investment Operations
Net investment income (loss)^A	.47	.46	.61	.69^B	.53
Net realized and unrealized gain (loss)	2.29	2.84	(1.56)^C	1.34	4.94
Total from investment operations	2.76	3.30	(.95)	2.03	5.47
Distributions from net investment income	(.38)	(.47)	(.69)	(.68)	(.57)
Distributions from net realized gain	(.47)	(1.34)	(2.19)	(.34)	(1.57)
Total distributions	(.85)	(1.81)	(2.88)	(1.03)^D	(2.14)
Redemption fees added to paid in capital^A	–	–	–^E	–^E	–^E
Net asset value, end of period	$23.77	$21.86	$20.37	$24.20	$23.20
Total Return^F,^G	12.80%	17.90%	(4.17)%^C	8.74%	28.01%
Ratios to Average Net Assets^H,^I
Expenses before reductions	.63%	.64%	.64%	.64%	.65%
Expenses net of fee waivers, if any	.63%	.64%	.64%	.64%	.64%
Expenses net of all reductions	.63%	.64%	.63%	.64%	.64%
Net investment income (loss)	2.09%	2.29%	2.75%	2.84%^B	2.33%
Supplemental Data
Net assets, end of period (000 omitted)	$326,565	$325,602	$309,669	$369,024	$391,896
Portfolio turnover rate^J	36%	38%	46%	40%	32%

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

^D Total distributions of $1.03 per share is comprised of distributions from net investment income of $.684 and distributions from net realized gain of $.342 per share.

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

^F Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

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

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

VIP Equity-Income Portfolio Service Class 2

Years ended December 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$21.46	$20.04	$23.85	$22.88	$19.62
Income from Investment Operations
Net investment income (loss)^A	.43	.42	.57	.64^B	.49
Net realized and unrealized gain (loss)	2.24	2.78	(1.54)^C	1.32	4.88
Total from investment operations	2.67	3.20	(.97)	1.96	5.37
Distributions from net investment income	(.34)	(.44)	(.65)	(.65)	(.54)
Distributions from net realized gain	(.47)	(1.34)	(2.19)	(.34)	(1.57)
Total distributions	(.81)	(1.78)	(2.84)	(.99)	(2.11)
Redemption fees added to paid in capital^A	–	–	–^D	–^D	–^D
Net asset value, end of period	$23.32	$21.46	$20.04	$23.85	$22.88
Total Return^E,^F	12.65%	17.71%	(4.32)%^C	8.57%	27.83%
Ratios to Average Net Assets^G,^H
Expenses before reductions	.78%	.79%	.79%	.79%	.80%
Expenses net of fee waivers, if any	.78%	.79%	.79%	.79%	.79%
Expenses net of all reductions	.78%	.79%	.78%	.79%	.79%
Net investment income (loss)	1.94%	2.14%	2.60%	2.69%^B	2.18%
Supplemental Data
Net assets, end of period (000 omitted)	$1,452,633	$1,397,762	$1,348,912	$1,702,854	$1,755,769
Portfolio turnover rate^I	36%	38%	46%	40%	32%

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

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

^E Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

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

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

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

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

VIP Equity-Income Portfolio Investor Class

Years ended December 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$21.86	$20.37	$24.21	$23.21	$19.89
Income from Investment Operations
Net investment income (loss)^A	.48	.47	.61	.69^B	.54
Net realized and unrealized gain (loss)	2.28	2.83	(1.56)^C	1.34	4.93
Total from investment operations	2.76	3.30	(.95)	2.03	5.47
Distributions from net investment income	(.38)	(.47)	(.70)	(.69)	(.58)
Distributions from net realized gain	(.47)	(1.34)	(2.19)	(.34)	(1.57)
Total distributions	(.85)	(1.81)	(2.89)	(1.03)	(2.15)
Redemption fees added to paid in capital^A	–	–	–^D	–^D	–^D
Net asset value, end of period	$23.77	$21.86	$20.37	$24.21	$23.21
Total Return^E,^F	12.83%	17.93%	(4.18)%^C	8.77%	27.99%
Ratios to Average Net Assets^G,^H
Expenses before reductions	.62%	.62%	.62%	.62%	.63%
Expenses net of fee waivers, if any	.61%	.62%	.62%	.62%	.62%
Expenses net of all reductions	.61%	.62%	.61%	.62%	.62%
Net investment income (loss)	2.11%	2.31%	2.77%	2.86%^B	2.35%
Supplemental Data
Net assets, end of period (000 omitted)	$457,011	$428,682	$349,685	$388,773	$351,139
Portfolio turnover rate^I	36%	38%	46%	40%	32%

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

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

^E Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

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

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

Notes to Financial Statements

For the period ended December 31, 2017

1. Organization.

VIP Equity-Income Portfolio (the Fund) is a fund of Variable Insurance Products Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

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

Level 1 – quoted prices in active markets for identical investments
Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and includes proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Paid in Kind (PIK) income is recorded at the fair market value of the securities received. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Book-tax differences are primarily due to foreign currency transactions, market discount, equity-debt classifications, contingent interest, certain conversion ratio adjustments, deferred trustees compensation, partnerships and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$1,591,316,046
Gross unrealized depreciation	(93,270,878)
Net unrealized appreciation (depreciation)	$1,498,045,168
Tax Cost	$4,185,495,965

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

Undistributed ordinary income	$13,339,079
Undistributed long-term capital gain	$244,894,673
Net unrealized appreciation (depreciation) on securities and other investments	$1,474,186,359

The Fund intends to elect to defer to its next fiscal year $3,379,653 of capital losses recognized during the period November 1, 2017 to December 31, 2017.

The tax character of distributions paid was as follows:

	December 31, 2017	December 31, 2016
Ordinary Income	$147,883,301	$ 132,489,253
Long-term Capital Gains	61,038,299	336,773,876
Total	$208,921,600	$ 469,263,129

4. Derivative Instruments.

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

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

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

Equity Risk

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

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

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

Options. Options give the purchaser the right, but not the obligation, to buy (call) or sell (put) an underlying security or financial instrument at an agreed exercise or strike price between or on certain dates. Options obligate the seller (writer) to buy (put) or sell (call) an underlying instrument at the exercise or strike price or cash settle an underlying derivative instrument if the holder exercises the option on or before the expiration date.

The Fund used exchange-traded and OTC written covered call options to manage its exposure to the market. When the Fund writes a covered call option, the Fund holds the underlying instrument which must be delivered to the holder upon the exercise of the option.

Upon entering into a written options contract, the Fund will receive a premium. Premiums received are reflected as a liability on the Statement of Assets and Liabilities. Options are valued daily and any unrealized appreciation (depreciation) is reflected on the Statement of Assets and Liabilities. When a written option is exercised, the premium is added to the proceeds from the sale of the underlying instrument in determining the gain or loss realized on that investment. When an option is closed the Fund will realize a gain or loss depending on whether the proceeds or amount paid for the closing sale transaction are greater or less than the premium received. When an option expires, gains and losses are realized to the extent of premiums received. The net realized gain (loss) on closed and expired written options and the change in net unrealized appreciation (depreciation) on written options are presented in the Statement of Operations.

Writing call options tends to decrease exposure to the underlying instrument and risk of loss is the change in value in excess of the premium received.

Any open options at period end are presented in the Schedule of Investments under the caption "Written Options".

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,993,369,648 and $2,487,929,584, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the Fund's average net assets and an annualized group fee rate that averaged .24% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .44% of the Fund's average net assets.

For the period, total fees, all of which were re-allowed to insurance companies for the distribution of shares and providing shareholder support services, were as follows:

Service Class	$322,771
Service Class 2	3,563,068
	$3,885,839

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class pays a fee for transfer agent services, typesetting and printing and mailing of shareholder reports, excluding mailing of proxy statements, equal to an annual rate of class-level average net assets. The annual rate for Investor Class is .15% and the annual rate for all other classes is .07%. For the period, transfer agent fees for each class were as follows:

Initial Class	$2,320,919
Service Class	212,782
Service Class 2	939,552
Investor Class	648,135
	$4,121,388

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $18,189 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $332,931, including $7,339 from securities loaned to FCM.

9. Expense Reductions.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $51,427.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Year ended December 31, 2017	Year ended December 31, 2016
From net investment income
Initial Class	$57,100,690	$76,420,473
Service Class	5,119,022	6,783,305
Service Class 2	21,140,938	28,029,228
Investor Class	7,229,732	8,772,158
Total	$90,590,382	$120,005,164
From net realized gain
Initial Class	$72,446,182	$217,386,548
Service Class	6,724,532	20,018,928
Service Class 2	29,918,354	89,027,272
Investor Class	9,242,150	22,825,217
Total	$118,331,218	$349,257,965

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares	Shares	Dollars	Dollars
	Year ended December 31, 2017	Year ended December 31, 2016	Year ended December 31, 2017	Year ended December 31, 2016
Initial Class
Shares sold	3,501,530	10,465,829	$79,596,634	$204,419,055
Reinvestment of distributions	5,661,287	15,663,229	129,546,872	293,807,021
Shares redeemed	(26,762,957)	(22,834,249)	(612,741,909)	(465,514,021)
Net increase (decrease)	(17,600,140)	3,294,809	$(403,598,403)	$32,712,055
Service Class
Shares sold	454,316	604,190	$10,221,020	$12,342,797
Reinvestment of distributions	520,108	1,437,644	11,843,554	26,802,233
Shares redeemed	(2,128,567)	(2,349,262)	(48,094,891)	(47,575,832)
Net increase (decrease)	(1,154,143)	(307,428)	$(26,030,317)	$(8,430,802)
Service Class 2
Shares sold	7,005,495	6,855,915	$153,649,419	$138,866,433
Reinvestment of distributions	2,285,662	6,412,106	51,059,292	117,056,500
Shares redeemed	(12,115,246)	(15,456,004)	(268,609,638)	(307,480,948)
Net increase (decrease)	(2,824,089)	(2,187,983)	$(63,900,927)	$(51,558,015)
Investor Class
Shares sold	1,617,443	3,061,155	$36,296,179	$63,799,569
Reinvestment of distributions	723,059	1,683,814	16,471,882	31,597,375
Shares redeemed	(2,720,297)	(2,301,679)	(61,293,536)	(46,377,504)
Net increase (decrease)	(379,795)	2,443,290	$(8,525,475)	$49,019,440

12. Other.

At the end of the period, the investment adviser or its affiliates were the owners of record of 15% of the total outstanding shares of the Fund and one otherwise unaffiliated shareholder was the owner of record of 19% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Variable Insurance Products Fund and Shareholders of VIP Equity-Income Portfolio:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of VIP Equity-Income Portfolio (one of the funds constituting Variable Insurance Products Fund, referred to hereafter as the “Fund”) as of December 31, 2017, the related statement of operations for the year ended December 31, 2017, the statement of changes in net assets for each of the two years in the period ended December 31, 2017, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2017 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2017 and the financial highlights for each of the five years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2017 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
February 14, 2018
We have served as the auditor of one or more investment companies in the Fidelity group of funds since 1932.

Trustees and Officers

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

Interested Trustees*:

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

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

Jonathan Chiel (1957)

Year of Election or Appointment: 2016

Trustee

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

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

Independent Trustees:

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

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

William S. Stavropoulos (1939)

Year of Election or Appointment: 2001

Trustee

Vice Chairman of the Independent Trustees

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

Thomas C. Hense (1964)

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

Vice President

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (1995-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Shareholder Expense Example

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

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio-^A	Beginning Account Value July 1, 2017	Ending Account Value December 31, 2017	Expenses Paid During Period-^B July 1, 2017 to December 31, 2017
Initial Class	.53%
Actual		$1,000.00	$1,083.90	$2.78
Hypothetical-^C		$1,000.00	$1,022.53	$2.70
Service Class	.63%
Actual		$1,000.00	$1,083.40	$3.31
Hypothetical-^C		$1,000.00	$1,022.03	$3.21
Service Class 2	.78%
Actual		$1,000.00	$1,082.40	$4.09
Hypothetical-^C		$1,000.00	$1,021.27	$3.97
Investor Class	.61%
Actual		$1,000.00	$1,083.20	$3.20
Hypothetical-^C		$1,000.00	$1,022.13	$3.11

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

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

^C 5% return per year before expenses

Distributions (Unaudited)

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

	Pay Date	Record Date	Dividends	Capital Gains
VIP Equity-Income Portfolio
Initial Class	02/09/18	02/09/18	$0.062	$1.040
Service Class	02/09/18	02/09/18	$0.058	$1.040
Service Class 2	02/09/18	02/09/18	$0.053	$1.040
Investor Class	02/09/18	02/09/18	$0.059	$1.040

The fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31, 2017, $245,094,790, or, if subsequently determined to be different, the net capital gain of such year.

Initial Class designates 92%; Service Class designates 95%; Service Class 2 designates 100% and Investor Class designates 94% of the dividends distributed in December 2017, as qualifying for the dividends-received deduction for corporate shareholders.

Board Approval of Investment Advisory Contracts and Management Fees

VIP Equity-Income Portfolio

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

VIP Equity-Income Portfolio

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2016.

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

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

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

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

Fidelity Investments

VIPEI-ANN-0218
1.540027.120

Fidelity® Variable Insurance Products:

Growth Portfolio

Annual Report

December 31, 2017

Contents

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

You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Fidelity® Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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

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

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Performance: The Bottom Line

Average Annual Total Returns

For the periods ended December 31, 2017	Past 1 year	Past 5 years	Past 10 years
Initial Class	35.13%	17.24%	7.92%
Service Class	35.00%	17.13%	7.81%
Service Class 2	34.81%	16.95%	7.65%
Investor Class	35.03%	17.14%	7.82%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in VIP Growth Portfolio - Initial Class on December 31, 2007.

The chart shows how the value of your investment would have changed, and also shows how the Russell 3000® Growth Index performed over the same period.

	Period Ending Values
	$21,425	VIP Growth Portfolio - Initial Class
	$25,781	Russell 3000® Growth Index

Management's Discussion of Fund Performance

Comments from Co-Portfolio Manager Asher Anolic: For the year, the fund's share classes advanced about 35%, handily outpacing the 29.59% return the benchmark Russell 3000^® Growth Index. Versus the benchmark, security selection and an overweighting in the strong-performing information technology sector, especially choices among software & services companies, contributed the most to fund performance. Social-media giant Facebook (+52%), the fund's largest holding, contributed more than any other individual position this period. Stocks of some electronic-payment processors also contributed to our relative result, including Square (+154%) and PayPal Holdings (+87%). Payment processors continued to benefit from industry consolidation, as well as consumers' shift from cash towards credit- and online-based purchases. Square got a further boost in November when it began testing acceptance of the Bitcoin digital currency on its payment application. Conversely, underweighting large index constituent Apple detracted most. Apple shares rose roughly 48% for the 12 months, driven by better-than-expected sales for iPhone^® devices overall, and strong preorders for the iPhone^® X. Elsewhere, our cash position of about 3% of fund assets, on average, dragged notably on fund performance amid a strongly rising market.

Note to Shareholders: On July 1, 2017, Asher Anolic assumed co-manager responsibilities for the fund and will serve as interim Portfolio Manager while Jason Weiner is on a leave of absence from January 1 through mid-June 2018.

Investment Summary (Unaudited)

Top Ten Stocks as of December 31, 2017

	% of fund's net assets
Alphabet, Inc. Class A	6.7
Microsoft Corp.	5.0
Amazon.com, Inc.	4.8
Home Depot, Inc.	3.2
Facebook, Inc. Class A	3.1
Charles Schwab Corp.	3.0
Apple, Inc.	2.9
Visa, Inc. Class A	2.4
Adobe Systems, Inc.	2.2
JPMorgan Chase & Co.	1.9
	35.2

Top Five Market Sectors as of December 31, 2017

	% of fund's net assets
Information Technology	41.5
Financials	12.3
Consumer Discretionary	12.0
Health Care	10.3
Industrials	8.1

Asset Allocation (% of fund's net assets)

As of December 31, 2017^*
	Stocks	97.8%
	Short-Term Investments and Net Other Assets (Liabilities)	2.2%

* Foreign investments - 11.6%

Investments December 31, 2017

Showing Percentage of Net Assets

Common Stocks - 97.0%
	Shares	Value
CONSUMER DISCRETIONARY - 12.0%
Diversified Consumer Services - 0.5%
Grand Canyon Education, Inc. (a)	326,500	$29,231,545
Hotels, Restaurants & Leisure - 0.4%
Marriott International, Inc. Class A	94,900	12,880,777
Wingstop, Inc.	252,200	9,830,756
		22,711,533
Household Durables - 1.1%
Gree Electric Appliances, Inc. of Zhuhai Class A	530,800	3,564,962
Panasonic Corp.	3,690,000	53,851,552
		57,416,514
Internet & Direct Marketing Retail - 5.0%
Amazon.com, Inc. (a)	217,300	254,125,831
Priceline Group, Inc. (a)	5,600	9,731,344
		263,857,175
Media - 1.1%
Charter Communications, Inc. Class A (a)	173,500	58,289,060
China Literature Ltd. (a)(b)	980	10,455
		58,299,515
Specialty Retail - 3.2%
Home Depot, Inc.	888,132	168,327,658
Textiles, Apparel & Luxury Goods - 0.7%
Kering SA	7,700	3,630,866
LVMH Moet Hennessy - Louis Vuitton SA	112,115	32,906,357
		36,537,223

TOTAL CONSUMER DISCRETIONARY		636,381,163

CONSUMER STAPLES - 4.4%
Beverages - 1.1%
Constellation Brands, Inc. Class A (sub. vtg.)	116,300	26,582,691
Fever-Tree Drinks PLC	128,331	3,945,269
Kweichow Moutai Co. Ltd. (A Shares)	151,370	16,226,332
Pernod Ricard SA ADR	408,400	12,917,692
		59,671,984
Food Products - 0.5%
Danone SA	328,128	27,494,145
Hostess Brands, Inc. Class A (a)	94,600	1,401,026
		28,895,171
Household Products - 0.2%
Reckitt Benckiser Group PLC	113,200	10,560,821
Personal Products - 1.9%
Coty, Inc. Class A	1,072,900	21,339,981
Estee Lauder Companies, Inc. Class A	300,300	38,210,172
Unilever NV (NY Reg.)	698,300	39,328,256
		98,878,409
Tobacco - 0.7%
British American Tobacco PLC sponsored ADR	541,000	36,241,590

TOTAL CONSUMER STAPLES		234,247,975

ENERGY - 2.3%
Oil, Gas & Consumable Fuels - 2.3%
Cheniere Energy, Inc. (a)	1,720,800	92,647,872
Reliance Industries Ltd.	2,052,288	29,609,334
		122,257,206
FINANCIALS - 12.1%
Banks - 5.8%
Bank of America Corp.	2,097,400	61,915,248
Citigroup, Inc.	596,200	44,363,242
First Republic Bank	517,700	44,853,528
HDFC Bank Ltd.	117,289	3,469,173
HDFC Bank Ltd. sponsored ADR	105,600	10,736,352
Home Bancshares, Inc.	466,900	10,855,425
Huntington Bancshares, Inc.	1,960,100	28,539,056
JPMorgan Chase & Co.	932,800	99,753,632
Metro Bank PLC (a)	85,000	4,113,097
		308,598,753
Capital Markets - 6.3%
CBOE Holdings, Inc.	37,183	4,632,630
Charles Schwab Corp.	3,113,800	159,955,906
CME Group, Inc.	556,697	81,305,597
Goldman Sachs Group, Inc.	56,900	14,495,844
JMP Group, Inc.	240,100	1,344,560
MSCI, Inc.	242,200	30,647,988
The Blackstone Group LP	1,194,500	38,247,890
		330,630,415

TOTAL FINANCIALS		639,229,168

HEALTH CARE - 10.2%
Biotechnology - 3.9%
Amgen, Inc.	312,700	54,378,530
Biogen, Inc. (a)	135,300	43,102,521
Cytokinetics, Inc. (a)	325,120	2,649,728
Insmed, Inc. (a)	1,312,783	40,932,574
Samsung Biologics Co. Ltd. (a)(b)	3,460	1,202,633
TESARO, Inc. (a)	184,400	15,281,228
Vertex Pharmaceuticals, Inc. (a)	323,098	48,419,466
		205,966,680
Health Care Equipment & Supplies - 4.4%
Becton, Dickinson & Co.	171,300	36,668,478
Boston Scientific Corp. (a)	2,323,900	57,609,481
Danaher Corp.	519,226	48,194,557
Intuitive Surgical, Inc. (a)	191,700	69,958,998
ResMed, Inc.	163,100	13,812,939
Sartorius Stedim Biotech	84,900	6,141,577
		232,386,030
Health Care Providers & Services - 0.2%
HealthSouth Corp.	8	395
National Vision Holdings, Inc.	18,700	759,407
OptiNose, Inc.	24,000	453,600
UnitedHealth Group, Inc.	51,700	11,397,782
		12,611,184
Health Care Technology - 0.1%
Veeva Systems, Inc. Class A (a)	89,800	4,964,144
Pharmaceuticals - 1.6%
Allergan PLC	90,900	14,869,422
Astellas Pharma, Inc.	1,001,200	12,718,519
Johnson & Johnson	368,900	51,542,708
Mallinckrodt PLC (a)	368,300	8,308,848
		87,439,497

TOTAL HEALTH CARE		543,367,535

INDUSTRIALS - 8.1%
Aerospace & Defense - 0.4%
Axon Enterprise, Inc. (a)(c)	243,821	6,461,257
TransDigm Group, Inc.	56,096	15,405,084
		21,866,341
Commercial Services & Supplies - 0.6%
Copart, Inc. (a)	451,600	19,504,604
Prosegur Compania de Seguridad SA (Reg.)	1,403,300	11,028,559
		30,533,163
Electrical Equipment - 2.4%
AMETEK, Inc.	746,900	54,127,843
Fortive Corp.	794,213	57,461,311
Nidec Corp.	126,400	17,735,824
		129,324,978
Industrial Conglomerates - 2.1%
3M Co.	369,200	86,898,604
Roper Technologies, Inc.	83,417	21,605,003
		108,503,607
Machinery - 1.2%
Allison Transmission Holdings, Inc.	1,420,600	61,185,242
Rational AG	5,900	3,802,901
		64,988,143
Professional Services - 1.4%
IHS Markit Ltd. (a)	648,300	29,270,745
Robert Half International, Inc.	301,000	16,717,540
TransUnion Holding Co., Inc. (a)	535,561	29,434,433
		75,422,718

TOTAL INDUSTRIALS		430,638,950

INFORMATION TECHNOLOGY - 41.0%
Electronic Equipment & Components - 0.1%
CDW Corp.	93,933	6,527,404
Internet Software & Services - 15.6%
Alibaba Group Holding Ltd. sponsored ADR (a)	419,900	72,403,357
Alphabet, Inc. Class A (a)	338,198	356,257,775
CommerceHub, Inc.:
Series A (a)	217,394	4,780,494
Series C (a)	468,154	9,639,291
Facebook, Inc. Class A (a)	934,509	164,903,458
GoDaddy, Inc. (a)	558,959	28,104,459
NetEase, Inc. ADR	46,600	16,080,262
Shopify, Inc. Class A (a)	68,700	6,947,062
Stamps.com, Inc. (a)	395,691	74,389,908
Tencent Holdings Ltd.	1,231,000	63,714,042
VeriSign, Inc. (a)(c)	284,300	32,535,292
		829,755,400
IT Services - 7.9%
Cognizant Technology Solutions Corp. Class A	762,405	54,146,003
Fidelity National Information Services, Inc.	284,300	26,749,787
Global Payments, Inc.	439,100	44,015,384
MasterCard, Inc. Class A	208,800	31,603,968
PayPal Holdings, Inc. (a)	1,328,700	97,818,894
Square, Inc. (a)	732,400	25,392,308
Vantiv, Inc. (a)	129,788	9,545,907
Visa, Inc. Class A	1,127,872	128,599,965
		417,872,216
Semiconductors & Semiconductor Equipment - 2.5%
ASML Holding NV	127,500	22,162,050
Broadcom Ltd.	99,400	25,535,860
Maxim Integrated Products, Inc.	470,387	24,591,832
Monolithic Power Systems, Inc.	117,888	13,245,896
Qualcomm, Inc.	690,900	44,231,418
		129,767,056
Software - 12.0%
Activision Blizzard, Inc.	485,832	30,762,882
Adobe Systems, Inc. (a)	675,600	118,392,144
Autodesk, Inc. (a)	255,400	26,773,582
Blackbaud, Inc.	36,780	3,475,342
Computer Modelling Group Ltd.	926,000	7,072,076
Electronic Arts, Inc. (a)	210,221	22,085,818
Intuit, Inc.	347,100	54,765,438
Microsoft Corp.	3,128,900	267,646,106
Red Hat, Inc. (a)	251,900	30,253,190
Salesforce.com, Inc. (a)	750,262	76,699,284
		637,925,862
Technology Hardware, Storage & Peripherals - 2.9%
Apple, Inc.	904,400	153,051,612

TOTAL INFORMATION TECHNOLOGY		2,174,899,550

MATERIALS - 3.9%
Chemicals - 2.4%
CF Industries Holdings, Inc.	866,800	36,873,672
Sherwin-Williams Co.	74,100	30,383,964
The Chemours Co. LLC	570,100	28,539,206
Umicore SA	619,113	29,308,860
		125,105,702
Construction Materials - 1.5%
Eagle Materials, Inc.	600,100	67,991,330
Summit Materials, Inc.	451,014	14,179,880
		82,171,210

TOTAL MATERIALS		207,276,912

REAL ESTATE - 3.0%
Equity Real Estate Investment Trusts (REITs) - 2.2%
American Tower Corp.	616,300	87,927,521
Equinix, Inc.	31,900	14,457,718
SBA Communications Corp. Class A (a)	91,500	14,947,440
		117,332,679
Real Estate Management & Development - 0.8%
Realogy Holdings Corp.	1,565,801	41,493,727

TOTAL REAL ESTATE		158,826,406

TOTAL COMMON STOCKS
(Cost $3,544,384,976)		5,147,124,865

Preferred Stocks - 0.8%
Convertible Preferred Stocks - 0.6%
CONSUMER DISCRETIONARY - 0.0%
Household Durables - 0.0%
Blu Homes, Inc. Series A, 5.00% (a)(d)(e)	1,049,416	20,988
HEALTH CARE - 0.1%
Biotechnology - 0.1%
BioNTech AG Series A (d)(e)(f)	22,085	4,836,805
INFORMATION TECHNOLOGY - 0.5%
Internet Software & Services - 0.4%
Uber Technologies, Inc. Series D, 8.00% (a)(d)(e)	636,240	22,217,501
IT Services - 0.1%
AppNexus, Inc. Series E (a)(d)(e)	181,657	3,582,276
TOTAL INFORMATION TECHNOLOGY		25,799,777

TOTAL CONVERTIBLE PREFERRED STOCKS		30,657,570

Nonconvertible Preferred Stocks - 0.2%
FINANCIALS - 0.2%
Banks - 0.2%
Itau Unibanco Holding SA sponsored ADR	1,001,000	13,013,000
TOTAL PREFERRED STOCKS
(Cost $36,910,322)		43,670,570

Money Market Funds - 2.8%
Fidelity Cash Central Fund, 1.36% (g)	115,303,035	115,326,095
Fidelity Securities Lending Cash Central Fund 1.36% (g)(h)	33,115,974	33,122,597
TOTAL MONEY MARKET FUNDS
(Cost $148,445,415)		148,448,692
TOTAL INVESTMENT IN SECURITIES - 100.6%
(Cost $3,729,740,713)		5,339,244,127
NET OTHER ASSETS (LIABILITIES) - (0.6)%		(32,269,113)
NET ASSETS - 100%		$5,306,975,014

Legend

(a) Non-income producing

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $1,213,088 or 0.0% of net assets.

(e) Level 3 security

(f) Security or a portion of the security purchased on a delayed delivery or when-issued basis. Interest rate to be determined at settlement date.

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
AppNexus, Inc. Series E	8/1/14	$3,638,989
BioNTech AG Series A	12/29/17	$4,836,805
Blu Homes, Inc. Series A, 5.00%	6/21/13	$4,848,302
Uber Technologies, Inc. Series D, 8.00%	6/6/14	$9,870,023

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$1,417,426
Fidelity Securities Lending Cash Central Fund	2,315,278
Total	$3,732,704

Other Affiliated Issuers

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

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Realized Gain (loss)	Change in Unrealized appreciation (depreciation)	Value, end of period
CommerceHub, Inc. Series A	$9,484,444	$--	$9,273,051	$--	$3,224,866	$1,344,235	$--
CommerceHub, Inc. Series C	7,361,995	896,002	1,588,913	--	452,993	2,517,215	--
Total	$16,846,439	$896,002	$10,861,964	$--	$3,677,859	$3,861,450	$--

Investment Valuation

	Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$636,402,151	$549,623,254	$86,757,909	$20,988
Consumer Staples	234,247,975	196,193,009	38,054,966	--
Energy	122,257,206	122,257,206	--	--
Financials	652,242,168	648,772,995	3,469,173	--
Health Care	548,204,340	530,649,016	12,718,519	4,836,805
Industrials	430,638,950	430,638,950	--	--
Information Technology	2,200,699,327	2,111,185,508	63,714,042	25,799,777
Materials	207,276,912	207,276,912	--	--
Real Estate	158,826,406	158,826,406	--	--
Money Market Funds	148,448,692	148,448,692	--	--
Total Investments in Securities:	$5,339,244,127	$5,103,871,948	$204,714,609	$30,657,570

Other Information

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

United States of America	88.4%
Cayman Islands	2.9%
Japan	1.5%
France	1.5%
Netherlands	1.2%
Others (Individually Less Than 1%)	4.5%
	100.0%

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

Financial Statements

Statement of Assets and Liabilities

		December 31, 2017
Assets
Investment in securities, at value (including securities loaned of $32,068,237) — See accompanying schedule: Unaffiliated issuers (cost $3,581,295,298)	$5,190,795,435
Fidelity Central Funds (cost $148,445,415)	148,448,692
Total Investment in Securities (cost $3,729,740,713)		$5,339,244,127
Receivable for investments sold		4,939,073
Receivable for fund shares sold		3,693,670
Dividends receivable		3,188,456
Distributions receivable from Fidelity Central Funds		144,929
Prepaid expenses		8,619
Other receivables		212,969
Total assets		5,351,431,843
Liabilities
Payable for investments purchased on a delayed delivery basis	$4,836,805
Payable for fund shares redeemed	3,174,161
Accrued management fee	2,383,575
Distribution and service plan fees payable	272,647
Other affiliated payables	414,155
Other payables and accrued expenses	267,408
Collateral on securities loaned	33,108,078
Total liabilities		44,456,829
Net Assets		$5,306,975,014
Net Assets consist of:
Paid in capital		$2,937,237,971
Undistributed net investment income		3,334,020
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		756,894,660
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,609,508,363
Net Assets		$5,306,975,014
Initial Class:
Net Asset Value, offering price and redemption price per share ($3,165,086,357 ÷ 42,740,100 shares)		$74.05
Service Class:
Net Asset Value, offering price and redemption price per share ($624,380,540 ÷ 8,464,900 shares)		$73.76
Service Class 2:
Net Asset Value, offering price and redemption price per share ($1,069,116,606 ÷ 14,674,185 shares)		$72.86
Investor Class:
Net Asset Value, offering price and redemption price per share ($448,391,511 ÷ 6,081,191 shares)		$73.73

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

Statement of Operations

		Year ended December 31, 2017
Investment Income
Dividends		$38,943,194
Interest		4,832
Income from Fidelity Central Funds (including $2,315,278 from security lending)		3,732,704
Total income		42,680,730
Expenses
Management fee	$27,031,335
Transfer agent fees	3,571,445
Distribution and service plan fees	2,910,967
Accounting and security lending fees	1,098,104
Custodian fees and expenses	124,770
Independent trustees' fees and expenses	19,411
Appreciation in deferred trustee compensation account	929
Audit	75,400
Legal	19,387
Miscellaneous	39,263
Total expenses before reductions	34,891,011
Expense reductions	(155,735)	34,735,276
Net investment income (loss)		7,945,454
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	822,849,651
Fidelity Central Funds	2,008
Other affiliated issuers	3,677,859
Foreign currency transactions	(146,852)
Futures contracts	1,955,902
Total net realized gain (loss)		828,338,568
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers	614,667,773
Fidelity Central Funds	987
Other affiliated issuers	3,861,450
Assets and liabilities in foreign currencies	4,034
Total change in net unrealized appreciation (depreciation)		618,534,244
Net gain (loss)		1,446,872,812
Net increase (decrease) in net assets resulting from operations		$1,454,818,266

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

Statement of Changes in Net Assets

	Year ended December 31, 2017	Year ended December 31, 2016
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$7,945,454	$6,305,180
Net realized gain (loss)	828,338,568	290,346,428
Change in net unrealized appreciation (depreciation)	618,534,244	(276,240,900)
Net increase (decrease) in net assets resulting from operations	1,454,818,266	20,410,708
Distributions to shareholders from net investment income	(8,567,146)	(1,063,792)
Distributions to shareholders from net realized gain	(350,370,184)	(440,759,902)
Total distributions	(358,937,330)	(441,823,694)
Share transactions - net increase (decrease)	(82,598,099)	(124,731,037)
Total increase (decrease) in net assets	1,013,282,837	(546,144,023)
Net Assets
Beginning of period	4,293,692,177	4,839,836,200
End of period	$5,306,975,014	$4,293,692,177
Other Information
Undistributed net investment income end of period	$3,334,020	$5,005,107

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

Financial Highlights

VIP Growth Portfolio Initial Class

Years ended December 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$59.31	$65.75	$63.48	$57.14	$42.05
Income from Investment Operations
Net investment income (loss)^A	.15	.12	.19	.20	.14
Net realized and unrealized gain (loss)	19.66	(.48)^B	4.24	6.26	15.13
Total from investment operations	19.81	(.36)	4.43	6.46	15.27
Distributions from net investment income	(.15)	(.02)	(.17)	(.12)	(.15)
Distributions from net realized gain	(4.92)	(6.06)	(1.98)	–	(.04)
Total distributions	(5.07)	(6.08)	(2.16)^C	(.12)	(.18)^D
Redemption fees added to paid in capital^A	–	–	–^E	–^E	–^E
Net asset value, end of period	$74.05	$59.31	$65.75	$63.48	$57.14
Total Return^F,^G	35.13%	.80%	7.17%	11.30%	36.34%
Ratios to Average Net Assets^H,^I
Expenses before reductions	.64%	.64%	.64%	.65%	.66%
Expenses net of fee waivers, if any	.64%	.64%	.64%	.65%	.65%
Expenses net of all reductions	.63%	.64%	.64%	.64%	.65%
Net investment income (loss)	.22%	.21%	.29%	.34%	.28%
Supplemental Data
Net assets, end of period (000 omitted)	$3,165,086	$2,736,295	$3,045,732	$3,143,666	$3,179,928
Portfolio turnover rate^J	50%	61%	63%	46%	74%

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

^B The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

^C Total distributions of $2.16 per share is comprised of distributions from net investment income of $.171 and distributions from net realized gain of $1.984 per share.

^D Total distributions of $.18 per share is comprised of distributions from net investment income of $.147 and distributions from net realized gain of $.035 per share.

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

^F Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

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

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

VIP Growth Portfolio Service Class

Years ended December 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$59.10	$65.57	$63.32	$57.00	$41.95
Income from Investment Operations
Net investment income (loss)^A	.08	.06	.12	.14	.09
Net realized and unrealized gain (loss)	19.59	(.47)^B	4.22	6.24	15.09
Total from investment operations	19.67	(.41)	4.34	6.38	15.18
Distributions from net investment income	(.09)	–	(.11)	(.06)	(.10)
Distributions from net realized gain	(4.92)	(6.06)	(1.98)	–	(.04)
Total distributions	(5.01)	(6.06)	(2.09)	(.06)	(.13)^C
Redemption fees added to paid in capital^A	–	–	–^D	–^D	–^D
Net asset value, end of period	$73.76	$59.10	$65.57	$63.32	$57.00
Total Return^E,^F	35.00%	.71%	7.05%	11.19%	36.20%
Ratios to Average Net Assets^G,^H
Expenses before reductions	.74%	.74%	.74%	.75%	.76%
Expenses net of fee waivers, if any	.74%	.74%	.74%	.75%	.75%
Expenses net of all reductions	.73%	.74%	.74%	.74%	.75%
Net investment income (loss)	.12%	.11%	.19%	.24%	.18%
Supplemental Data
Net assets, end of period (000 omitted)	$624,381	$482,603	$527,178	$521,455	$491,959
Portfolio turnover rate^I	50%	61%	63%	46%	74%

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

^C Total distributions of $.13 per share is comprised of distributions from net investment income of $.097 and distributions from net realized gain of $.035 per share.

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

^E Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

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

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

VIP Growth Portfolio Service Class 2

Years ended December 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$58.44	$65.01	$62.80	$56.57	$41.64
Income from Investment Operations
Net investment income (loss)^A	(.02)	(.03)	.02	.05	.01
Net realized and unrealized gain (loss)	19.36	(.48)^B	4.20	6.18	14.98
Total from investment operations	19.34	(.51)	4.22	6.23	14.99
Distributions from net investment income	(.06)	–	(.02)	–	(.02)
Distributions from net realized gain	(4.86)	(6.06)	(1.98)	–	(.04)
Total distributions	(4.92)	(6.06)	(2.01)^C	–	(.06)
Redemption fees added to paid in capital^A	–	–	–^D	–^D	–^D
Net asset value, end of period	$72.86	$58.44	$65.01	$62.80	$56.57
Total Return^E,^F	34.81%	.55%	6.90%	11.01%	36.00%
Ratios to Average Net Assets^G,^H
Expenses before reductions	.89%	.89%	.89%	.90%	.91%
Expenses net of fee waivers, if any	.89%	.89%	.89%	.90%	.90%
Expenses net of all reductions	.88%	.89%	.89%	.89%	.90%
Net investment income (loss)	(.03)%	(.04)%	.04%	.09%	.03%
Supplemental Data
Net assets, end of period (000 omitted)	$1,069,117	$783,297	$958,371	$845,165	$739,551
Portfolio turnover rate^I	50%	61%	63%	46%	74%

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

^C Total distributions of $2.01 per share is comprised of distributions from net investment income of $.021 and distributions from net realized gain of $.1.984 per share.

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

^E Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

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

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

VIP Growth Portfolio Investor Class

Years ended December 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$59.08	$65.55	$63.30	$56.99	$41.95
Income from Investment Operations
Net investment income (loss)^A	.10	.07	.13	.15	.10
Net realized and unrealized gain (loss)	19.58	(.48)^B	4.23	6.24	15.09
Total from investment operations	19.68	(.41)	4.36	6.39	15.19
Distributions from net investment income	(.10)	–	(.13)	(.08)	(.11)
Distributions from net realized gain	(4.92)	(6.06)	(1.98)	–	(.04)
Total distributions	(5.03)^C	(6.06)	(2.11)	(.08)	(.15)
Redemption fees added to paid in capital^A	–	–	–^D	–^D	–^D
Net asset value, end of period	$73.73	$59.08	$65.55	$63.30	$56.99
Total Return^E,^F	35.03%	.71%	7.09%	11.20%	36.22%
Ratios to Average Net Assets^G,^H
Expenses before reductions	.72%	.73%	.72%	.73%	.74%
Expenses net of fee waivers, if any	.72%	.72%	.72%	.73%	.73%
Expenses net of all reductions	.71%	.72%	.72%	.73%	.73%
Net investment income (loss)	.14%	.12%	.21%	.25%	.20%
Supplemental Data
Net assets, end of period (000 omitted)	$448,392	$291,497	$308,555	$269,599	$214,067
Portfolio turnover rate^I	50%	61%	63%	46%	74%

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

^C Total distributions of $5.03 per share is comprised of distributions from net investment income of $.104 and distributions from net realized gain of $4.921 per share.

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

^E Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

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

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

Notes to Financial Statements

For the period ended December 31, 2017

1. Organization.

VIP Growth Portfolio (the Fund) is a fund of Variable Insurance Products Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

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

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

Level 1 – quoted prices in active markets for identical investments
Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

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

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

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

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

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

Gross unrealized appreciation	$1,640,799,461
Gross unrealized depreciation	(34,484,166)
Net unrealized appreciation (depreciation)	$1,606,315,295
Tax Cost	$3,732,928,832

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

Undistributed ordinary income	$3,527,067
Undistributed long-term capital gain	$761,417,395
Net unrealized appreciation (depreciation) on securities and other investments	$1,606,316,012

The Fund intends to elect to defer to its next fiscal year $1,334,615 of capital losses recognized during the period November 1, 2017 to December 31, 2017.

The tax character of distributions paid was as follows:

	December 31, 2017	December 31, 2016
Ordinary Income	$77,081,411	$ 1,063,792
Long-term Capital Gains	281,855,919	440,759,902
Total	$358,937,330	$ 441,823,694

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

4. Derivative Instruments.

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

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

Equity Risk

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

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

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

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The notional amount at value reflects each contract's exposure to the underlying instrument or index at period end.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,410,648,831 and $2,891,178,444, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .24% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .54% of the Fund's average net assets.

For the period, total fees, all of which were re-allowed to insurance companies for the distribution of shares and providing shareholder support services, were as follows:

Service Class	$569,316
Service Class 2	2,341,651
	$2,910,967

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class pays a fee for transfer agent services, typesetting and printing and mailing of shareholder reports, excluding mailing of proxy statements, equal to an annual rate of class-level average net assets. The annual rate for Investor Class is .15% and the annual rate for all other classes is .07%. For the period, transfer agent fees for each class were as follows:

Initial Class	$2,039,685
Service Class	375,271
Service Class 2	617,388
Investor Class	539,101
	$3,571,445

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $15,041 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $116,342 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $380.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $39,013.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Year ended December 31, 2017	Year ended December 31, 2016
From net investment income
Initial Class	$6,582,091	$1,063,792
Service Class	699,983	–
Service Class 2	744,111	–
Investor Class	540,961	–
Total	$8,567,146	$1,063,792
From net realized gain
Initial Class	$219,487,438	$278,171,056
Service Class	40,072,239	48,192,555
Service Class 2	65,611,272	85,729,729
Investor Class	25,199,235	28,666,562
Total	$350,370,184	$440,759,902

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares	Shares	Dollars	Dollars
	Year ended December 31, 2017	Year ended December 31, 2016	Year ended December 31, 2017	Year ended December 31, 2016
Initial Class
Shares sold	1,496,273	1,165,209	$101,133,216	$67,357,709
Reinvestment of distributions	3,635,136	5,388,844	226,069,529	279,234,848
Shares redeemed	(8,529,956)	(6,741,730)	(586,806,149)	(392,172,286)
Net increase (decrease)	(3,398,547)	(187,677)	$(259,603,404)	$(45,579,729)
Service Class
Shares sold	646,963	477,397	$43,354,450	$27,622,874
Reinvestment of distributions	657,074	933,422	40,772,222	48,192,555
Shares redeemed	(1,005,654)	(1,283,877)	(67,216,694)	(74,490,952)
Net increase (decrease)	298,383	126,942	$16,909,978	$1,324,477
Service Class 2
Shares sold	3,028,603	2,005,328	$201,763,654	$114,931,466
Reinvestment of distributions	1,083,357	1,676,701	66,355,383	85,729,722
Shares redeemed	(2,841,547)	(5,020,399)	(185,550,582)	(290,421,071)
Net increase (decrease)	1,270,413	(1,338,370)	$82,568,455	$(89,759,883)
Investor Class
Shares sold	1,345,325	516,557	$92,962,412	$29,744,569
Reinvestment of distributions	413,367	555,446	25,740,196	28,666,562
Shares redeemed	(611,576)	(845,451)	(41,175,736)	(49,127,033)
Net increase (decrease)	1,147,116	226,552	$77,526,872	$9,284,098

12. Other.

At the end of the period, the investment adviser or its affiliates were the owners of record of 17% of the total outstanding shares of the Fund and two otherwise unaffiliated shareholders were the owners of record of 37% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

To the Trustees of Variable Insurance Products Fund and Shareholders of VIP Growth Portfolio:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of VIP Growth Portfolio (one of the funds constituting Variable Insurance Products Fund, referred to hereafter as the “Fund”) as of December 31, 2017, the related statement of operations for the year ended December 31, 2017, the statement of changes in net assets for each of the two years in the period ended December 31, 2017, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2017 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2017 and the financial highlights for each of the five years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2017 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
February 12, 2018

We have served as the auditor of one or more investment companies in the Fidelity group of funds since 1932.

Trustees and Officers

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

Interested Trustees*:

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

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

Jonathan Chiel (1957)

Year of Election or Appointment: 2016

Trustee

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

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

Independent Trustees:

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

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

William S. Stavropoulos (1939)

Year of Election or Appointment: 2001

Trustee

Vice Chairman of the Independent Trustees

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (1995-present).

Melissa M. Reilly (1971)

Year of Election or Appointment: 2014

Vice President of certain Equity Funds

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Shareholder Expense Example

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

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio-^A	Beginning Account Value July 1, 2017	Ending Account Value December 31, 2017	Expenses Paid During Period-^B July 1, 2017 to December 31, 2017
Initial Class	.64%
Actual		$1,000.00	$1,122.60	$3.42
Hypothetical-^C		$1,000.00	$1,021.98	$3.26
Service Class	.74%
Actual		$1,000.00	$1,122.00	$3.96
Hypothetical-^C		$1,000.00	$1,021.48	$3.77
Service Class 2	.89%
Actual		$1,000.00	$1,121.30	$4.76
Hypothetical-^C		$1,000.00	$1,020.72	$4.53
Investor Class	.72%
Actual		$1,000.00	$1,122.10	$3.85
Hypothetical-^C		$1,000.00	$1,021.58	$3.67

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

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

^C 5% return per year before expenses

Distributions (Unaudited)

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

	Pay Date	Record Date	Dividends	Capital Gains
VIP Growth Portfolio
Initial Class	02/09/18	02/09/18	$0.059	$10.700
Service Class	02/09/18	02/09/18	$0.048	$10.700
Service Class 2	02/09/18	02/09/18	$0.031	$10.700
Investor Class	02/09/18	02/09/18	$0.051	$10.700

The fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31 2017, $761,417,394, or, if subsequently determined to be different, the net capital gain of such year.

Initial Class designates 91%, and 41%; Service Class designates 100%, and 43%; Service Class 2 designates 100%, and 47%; and Investor Class designates 100%, and 43%; of the dividends distributed in February and December, 2017, respectively during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

Board Approval of Investment Advisory Contracts and Management Fees

VIP Growth Portfolio

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in basis points (BP) in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

VIP Growth Portfolio

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2016.

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

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

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

Fidelity Investments

VIPGRWT-ANN-0218
1.540077.120

Fidelity® Variable Insurance Products:

Overseas Portfolio

Annual Report

December 31, 2017

Contents

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

You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

Fidelity® Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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

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

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Performance: The Bottom Line

Average Annual Total Returns

For the periods ended December 31, 2017	Past 1 year	Past 5 years	Past 10 years
Initial Class	30.28%	8.97%	2.14%
Service Class	30.10%	8.87%	2.04%
Service Class 2	29.99%	8.71%	1.89%
Investor Class	30.18%	8.89%	2.05%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in VIP Overseas Portfolio - Initial Class on December 31, 2007.

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

	Period Ending Values
	$12,358	VIP Overseas Portfolio - Initial Class
	$12,309	MSCI EAFE Index

Management's Discussion of Fund Performance

Market Recap: The MSCI ACWI (All Country World Index) ex USA Index gained 27.40% in 2017, helped partly by a generally weak U.S. dollar. Certain election results in continental Europe (+28%) suggested ebbing political uncertainty and near-term risk there, whereas the U.K. (+21%) faced more-mixed conditions ahead of its expected exit from the European Union. Japan (+24%), despite central-bank easing and recent pressure from regional yen strength, lagged the rest of the Asia-Pacific group (+26%). Commodity-price volatility slowed Canada (+17%), but emerging markets (+36%) sped ahead. Sector-wise, information technology (+52%) was driven by a surge among software, semiconductor and internet-related names. Financials (+27%) rode rising interest rates that, at the same time, held back consumer staples (+24%), utilities (+19%) and telecommunication services (+15%) – so-called “bond proxy” sectors. Real estate (+27%) bucked the trend, largely due to demand in China. Similarly, materials (+33%) and industrials (+30%) responded to Chinese demand, as well as to price gains for certain commodities. In the energy sector (+17%), oil prices lost ground in the first half of 2017 before rebounding through December 31 to end well above where they started 12 months ago. Lastly, health care (+19%) dealt with early-year turmoil around drug pricing and health care legislation.

Comments from Portfolio Manager Vincent Montemaggiore: For the year, the fund’s share classes gained roughly 30%, well ahead of the 25.29% advance of the benchmark MSCI EAFE Index. Versus the benchmark, active management added value in seven of 11 market sectors. From a sector view, stock picking in financials and industrials, along with positioning in information technology, contributed most. Similarly, all major geographies were relative contributors, led by Japan and the Europe ex U.K. region. At the stock level, our top relative contributor was an out-of-benchmark position in Japan-based Outsourcing, a temp-staffing firm that benefited from that nation’s tight labor market. Also lifting our results was a stake in Wirecard, a Germany-based online-payments business benefiting from the secular shift toward e-commerce. The stock was added to the EAFE index later in the year, which likely triggered additional buying in the market. I exited the stock, judging it had about reached full valuation after our position gained 150% in this period alone. A non-benchmark stake in France-based asset manager Amundi also helped. Conversely, picks in the energy and health care sectors detracted. A small cash position also dragged on results in a strong market. Among individual holdings, the largest relative detractor was a non-benchmark position in U.K.-based Kambi Group, a business-to-business provider of turnkey sports-betting solutions. Delays in recouping the capital invested to build out the company's platform, coupled with weakness in the sports-betting industry this period, resulted in a weak stock price and prompted me to liquidate the fund's position. Overweighting U.K.-based advertising agency WPP also worked against our relative result.

Investment Summary (Unaudited)

Geographic Diversification (% of fund's net assets)

As of December 31, 2017
	United Kingdom	21.7%
	Japan	18.4%
	Germany	8.3%
	France	8.1%
	Switzerland	5.8%
	United States of America^*	4.7%
	Ireland	4.2%
	Netherlands	4.1%
	Sweden	4.0%
	Other	20.7%

* Includes Short-Term investments and Net Other Assets (Liabilities).

Percentages are based on country or territory of incorporation and are adjusted for the effect of futures contracts, if applicable.

Asset Allocation as of December 31, 2017

	% of fund's net assets
Stocks	98.7
Short-Term Investments and Net Other Assets (Liabilities)	1.3

Top Ten Stocks as of December 31, 2017

	% of fund's net assets
Nestle SA (Reg. S) (Switzerland, Food Products)	2.0
British American Tobacco PLC (United Kingdom) (United Kingdom, Tobacco)	1.5
Bayer AG (Germany, Pharmaceuticals)	1.4
SAP SE (Germany, Software)	1.4
Unilever NV (NY Reg.) (Netherlands, Personal Products)	1.3
Prudential PLC (United Kingdom, Insurance)	1.2
Total SA (France, Oil, Gas & Consumable Fuels)	1.2
Deutsche Post AG (Germany, Air Freight & Logistics)	1.2
Reckitt Benckiser Group PLC (United Kingdom, Household Products)	1.2
Amadeus IT Holding SA Class A (Spain, IT Services)	1.1
	13.5

Top Market Sectors as of December 31, 2017

	% of fund's net assets
Financials	22.5
Industrials	17.3
Consumer Staples	13.0
Information Technology	11.4
Health Care	11.3
Consumer Discretionary	11.2
Materials	7.4
Energy	2.6
Real Estate	0.7
Telecommunication Services	0.7

Investments December 31, 2017

Showing Percentage of Net Assets

Common Stocks - 97.8%
	Shares	Value
Australia - 2.1%
Adelaide Brighton Ltd.	1,257,456	$6,396,968
Amcor Ltd.	1,125,420	13,540,440
Aub Group Ltd.	591,453	6,091,552
Australia & New Zealand Banking Group Ltd.	122,657	2,750,508
Life Healthcare Group Ltd.	11,161	23,077
Netwealth Group Ltd.	137,463	780,820
Pact Group Holdings Ltd.	1,390,302	6,161,568
realestate.com.au Ltd.	22,245	1,330,388

TOTAL AUSTRALIA		37,075,321

Austria - 0.4%
Andritz AG	113,700	6,423,474
Bailiwick of Jersey - 1.5%
Sanne Group PLC	580,626	6,357,690
Wolseley PLC	176,947	12,733,636
WPP PLC	413,440	7,469,098

TOTAL BAILIWICK OF JERSEY		26,560,424

Belgium - 1.8%
Anheuser-Busch InBev SA NV	134,718	15,040,112
KBC Groep NV	205,479	17,531,742

TOTAL BELGIUM		32,571,854

Bermuda - 1.6%
Credicorp Ltd. (United States)	30,200	6,264,386
Hiscox Ltd.	518,300	10,244,819
IHS Markit Ltd. (a)	239,972	10,834,736
SmarTone Telecommunications Holdings Ltd.	1,368,500	1,650,009

TOTAL BERMUDA		28,993,950

Canada - 0.5%
Constellation Software, Inc.	15,870	9,620,730
Cayman Islands - 0.1%
HKBN Ltd.	312,500	395,182
Value Partners Group Ltd.	1,770,000	1,880,364

TOTAL CAYMAN ISLANDS		2,275,546

China - 0.1%
Yunnan Baiyao Group Co. Ltd.	89,200	1,395,444
Denmark - 1.0%
DSV de Sammensluttede Vognmaend A/S	124,800	9,827,595
NNIT A/S (b)	169,486	4,684,650
Scandinavian Tobacco Group A/S (b)	80,680	1,560,366
SimCorp A/S	17,600	1,002,156

TOTAL DENMARK		17,074,767

Finland - 0.1%
Amer Group PLC (A Shares)	44,200	1,224,541
France - 8.1%
Altarea SCA	6,800	1,697,884
ALTEN	76,770	6,411,950
Amundi SA (b)	162,253	13,754,090
Capgemini SA	120,400	14,285,841
Compagnie de St. Gobain	229,800	12,677,860
Edenred SA	316,300	9,176,614
Elis SA	324,145	8,951,118
Maisons du Monde SA (b)	280,800	12,718,650
Publicis Groupe SA	96,806	6,562,215
Sanofi SA	216,514	18,640,120
Sodexo SA	76,317	10,260,301
SR Teleperformance SA	39,400	5,646,890
Total SA	392,726	21,678,452
Total SA rights (a)(c)(d)	392,726	292,152

TOTAL FRANCE		142,754,137

Germany - 7.4%
adidas AG	57,365	11,504,833
Axel Springer Verlag AG	169,000	13,206,713
Bayer AG	198,406	24,654,572
Bertrandt AG	16,182	1,973,634
Deutsche Post AG	443,712	21,162,417
Fresenius Medical Care AG & Co. KGaA	111,700	11,729,590
Fresenius SE & Co. KGaA	203,086	15,855,785
Hannover Reuck SE	58,100	7,312,714
SAP SE	214,996	24,052,757

TOTAL GERMANY		131,453,015

Hong Kong - 1.1%
AIA Group Ltd.	2,103,900	17,947,988
Dah Sing Banking Group Ltd.	603,600	1,310,284
Dah Sing Financial Holdings Ltd.	139,200	891,731

TOTAL HONG KONG		20,150,003

India - 0.4%
Axis Bank Ltd.	830,694	7,338,187
PC Jeweller Ltd.	77,364	553,509

TOTAL INDIA		7,891,696

Indonesia - 0.7%
PT Astra International Tbk	2,761,400	1,689,303
PT Bank Rakyat Indonesia Tbk	39,749,500	10,664,321

TOTAL INDONESIA		12,353,624

Ireland - 4.2%
CRH PLC	266,000	9,546,738
DCC PLC (United Kingdom)	96,650	9,741,228
Kerry Group PLC Class A	114,600	12,856,513
Kingspan Group PLC (Ireland)	259,800	11,348,204
Medtronic PLC	131,000	10,578,250
Paddy Power Betfair PLC (Ireland)	105,000	12,497,638
United Drug PLC (United Kingdom)	747,902	8,532,640

TOTAL IRELAND		75,101,211

Israel - 0.8%
Frutarom Industries Ltd.	153,400	14,393,718
Italy - 1.4%
Banca Generali SpA	212,100	7,059,502
Intesa Sanpaolo SpA	3,732,230	12,383,020
Prada SpA	1,724,300	6,245,825

TOTAL ITALY		25,688,347

Japan - 18.4%
AEON Financial Service Co. Ltd.	393,800	9,170,900
Arc Land Sakamoto Co. Ltd.	208,220	3,374,393
Arcland Service Holdings Co. Ltd.	412,360	9,760,498
Astellas Pharma, Inc.	97,100	1,233,488
Bridgestone Corp.	265,400	12,337,832
Daiichikosho Co. Ltd.	144,800	7,222,330
Daikin Industries Ltd.	115,100	13,621,997
Daito Trust Construction Co. Ltd.	47,010	9,585,576
Dentsu, Inc.	153,200	6,492,390
Fujitsu Ltd.	985,000	7,017,169
GMO Internet, Inc. (c)	217,900	3,707,249
Hoya Corp.	309,300	15,449,216
Ichigo, Inc.	296,100	1,122,118
Iriso Electronics Co. Ltd.	102,600	6,128,227
KDDI Corp. (e)	186,200	4,625,121
Keyence Corp.	24,256	13,588,096
KH Neochem Co. Ltd.	309,600	7,927,189
KOMEDA Holdings Co. Ltd.	195,150	3,592,111
Miroku Jyoho Service Co., Ltd.	195,900	5,285,432
Misumi Group, Inc.	301,770	8,784,607
Morinaga & Co. Ltd.	141,800	7,185,960
Nabtesco Corp.	307,000	11,770,490
Nakanishi, Inc.	183,200	9,560,382
Nitori Holdings Co. Ltd.	77,600	11,064,069
NOF Corp.	217,000	5,825,826
OBIC Co. Ltd.	116,800	8,583,128
Olympus Corp.	259,200	9,937,821
ORIX Corp.	1,019,430	17,231,013
Otsuka Corp.	101,300	7,767,757
Outsourcing, Inc.	588,000	10,718,899
PALTAC Corp.	14,300	652,336
Paramount Bed Holdings Co. Ltd.	30,100	1,490,641
Recruit Holdings Co. Ltd.	444,960	11,057,360
Renesas Electronics Corp. (a)	118,100	1,376,217
S Foods, Inc.	111,700	5,075,696
SMC Corp.	25,300	10,414,147
Software Service, Inc.	3,129	192,725
Sundrug Co. Ltd.	175,700	8,171,005
The Suruga Bank Ltd.	360,750	7,738,476
Toto Ltd.	14,700	867,584
Tsubaki Nakashima Co. Ltd.	244,500	5,826,337
Tsuruha Holdings, Inc.	81,400	11,067,655
VT Holdings Co. Ltd.	411,984	2,051,236
Welcia Holdings Co. Ltd.	217,900	9,417,999

TOTAL JAPAN		325,070,698

Kenya - 0.3%
Safaricom Ltd.	19,310,400	5,007,787
Korea (South) - 0.3%
LG Chemical Ltd.	13,685	5,192,575
Luxembourg - 0.1%
B&M European Value Retail S.A.	233,934	1,337,924
Netherlands - 4.1%
ASR Nederland NV	39,900	1,642,318
Grandvision NV (b)	214,900	5,490,868
IMCD Group BV	205,205	12,909,064
ING Groep NV (Certificaten Van Aandelen)	756,549	13,887,772
Intertrust NV (b)	90,454	1,696,343
Koninklijke Philips Electronics NV	351,128	13,258,130
Unilever NV (NY Reg.)	405,861	22,858,092

TOTAL NETHERLANDS		71,742,587

New Zealand - 0.6%
EBOS Group Ltd.	445,830	5,861,053
Trade Maine Group Ltd.	1,505,290	5,163,307

TOTAL NEW ZEALAND		11,024,360

Norway - 1.2%
Schibsted ASA:
(A Shares)	262,700	7,506,080
(B Shares)	73,622	1,954,741
Skandiabanken ASA (b)	85,500	843,483
Statoil ASA	483,403	10,348,899

TOTAL NORWAY		20,653,203

Panama - 0.4%
Copa Holdings SA Class A	46,694	6,259,798
Spain - 3.3%
Aedas Homes SAU (b)	28,400	1,042,718
Amadeus IT Holding SA Class A	272,341	19,642,046
CaixaBank SA	2,123,500	9,871,773
Grifols SA ADR	594,900	13,635,108
Masmovil Ibercom SA (a)	12,561	1,324,769
Neinor Homes SLU (b)	68,200	1,497,485
Prosegur Cash SA (b)	3,759,700	12,071,640

TOTAL SPAIN		59,085,539

Sweden - 4.0%
Addlife AB	154,508	3,211,422
Alfa Laval AB	349,700	8,261,738
Essity AB Class B	412,500	11,716,607
HEXPOL AB (B Shares)	880,800	8,928,152
Indutrade AB	331,700	9,041,475
Nordea Bank AB	1,418,200	17,167,566
Svenska Cellulosa AB (SCA) (B Shares)	375,800	3,873,400
Swedbank AB (A Shares)	386,662	9,328,231

TOTAL SWEDEN		71,528,591

Switzerland - 5.8%
Credit Suisse Group AG	781,817	13,944,272
Julius Baer Group Ltd.	215,640	13,186,831
Nestle SA (Reg. S)	410,122	35,260,752
Roche Holding AG (participation certificate)	59,969	15,163,484
Sika AG	1,157	9,189,984
UBS Group AG	836,860	15,406,915

TOTAL SWITZERLAND		102,152,238

Taiwan - 0.9%
Taiwan Semiconductor Manufacturing Co. Ltd.	991,600	7,616,173
United Microelectronics Corp.	17,026,000	8,109,655

TOTAL TAIWAN		15,725,828

United Kingdom - 21.7%
Admiral Group PLC	420,900	11,376,928
Aggreko PLC	56,000	604,111
Aon PLC	60,300	8,080,200
Ascential PLC	1,781,603	9,268,127
BCA Marketplace PLC	396,800	1,093,980
Booker Group PLC	2,480,268	7,668,600
British American Tobacco PLC (United Kingdom)	391,270	26,508,749
Charter Court Financial Services Group PLC	280,100	1,067,405
Cineworld Group PLC	1,248,100	10,127,584
Close Brothers Group PLC	41,030	802,144
Coca-Cola European Partners PLC	170,700	6,802,395
Compass Group PLC	644,573	13,924,324
ConvaTec Group PLC (b)	2,332,100	6,470,547
Conviviality PLC	1,095,500	5,971,823
Cranswick PLC	131,245	5,913,179
Dechra Pharmaceuticals PLC	113,200	3,203,463
Diploma PLC	490,800	8,263,291
DS Smith PLC	1,107,500	7,738,132
Equiniti Group PLC (b)	605,239	2,331,367
Essentra PLC	405,615	2,899,760
Halma PLC	601,271	10,228,756
Hastings Group Holdings PLC (b)	1,569,119	6,779,347
Hilton Food Group PLC	389,469	4,543,271
Intertek Group PLC	161,910	11,345,485
James Fisher and Sons PLC	237,000	5,007,774
John Wood Group PLC	1,071,500	9,403,457
Liberty Global PLC Class C (a)	43,600	1,475,424
LivaNova PLC (a)	55,426	4,429,646
Lloyds Banking Group PLC	1,897,179	1,739,681
London Stock Exchange Group PLC	171,280	8,771,452
Melrose Industries PLC	4,051,623	11,607,974
Micro Focus International PLC	377,931	12,873,949
Prudential PLC	857,916	21,971,501
Reckitt Benckiser Group PLC	221,665	20,679,898
Rio Tinto PLC	278,692	14,619,512
Rolls-Royce Holdings PLC	761,262	8,705,617
Rotork PLC	1,638,826	5,905,592
Sabre Insurance Group PLC (a)(b)	426,600	1,566,649
Schroders PLC	224,467	10,655,734
Sinclair Pharma PLC (a)	2,934,841	1,035,197
Spectris PLC	284,835	9,564,255
St. James's Place Capital PLC	830,600	13,748,788
Standard Life PLC	2,327,999	13,722,983
The Weir Group PLC	391,700	11,227,565
Ultra Electronics Holdings PLC	329,000	5,983,365
Victrex PLC	240,200	8,555,193
Volution Group PLC	2,188,595	6,057,610
Zpg PLC	411,545	1,836,971

TOTAL UNITED KINGDOM		384,158,755

United States of America - 3.4%
Alphabet, Inc. Class C (a)	7,772	8,132,621
Middleby Corp. (a)	59,800	8,070,010
Moody's Corp.	57,100	8,428,531
S&P Global, Inc.	98,486	16,683,528
Sherwin-Williams Co.	21,800	8,938,872
Total System Services, Inc.	86,000	6,801,740
Vantiv, Inc. (a)	42,600	3,133,230

TOTAL UNITED STATES OF AMERICA		60,188,532

TOTAL COMMON STOCKS
(Cost $1,347,743,498)		1,732,130,217

Nonconvertible Preferred Stocks - 0.9%
Germany - 0.9%
Henkel AG & Co. KGaA
(Cost $15,103,431)	116,324	15,401,699

Money Market Funds - 1.4%
Fidelity Cash Central Fund, 1.36% (f)	22,130,469	22,134,896
Fidelity Securities Lending Cash Central Fund 1.36% (f)(g)	3,885,507	3,886,284
TOTAL MONEY MARKET FUNDS
(Cost $26,020,791)		26,021,180
TOTAL INVESTMENT IN SECURITIES - 100.1%
(Cost $1,388,867,720)		1,773,553,096
NET OTHER ASSETS (LIABILITIES) - (0.1)%		(2,638,436)
NET ASSETS - 100%		$1,770,914,660

Categorizations in the Schedule of Investments are based on country or territory of incorporation.

Legend

(a) Non-income producing

(d) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(e) A portion of the security sold on a delayed delivery basis.

(f) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

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

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$193,100
Fidelity Securities Lending Cash Central Fund	646,599
Total	$839,699

Investment Valuation

	Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$199,319,665	$185,288,352	$14,031,313	$--
Consumer Staples	232,140,005	161,159,243	70,980,762	--
Energy	46,730,734	14,703,383	32,027,351	--
Financials	399,010,145	312,025,295	86,984,850	--
Health Care	200,226,451	115,547,067	84,679,384	--
Industrials	309,497,865	309,497,865	--	--
Information Technology	200,427,860	160,649,275	39,778,585	--
Materials	133,728,027	109,561,777	24,166,250	--
Real Estate	13,448,296	13,448,296	--	--
Telecommunication Services	13,002,868	8,377,747	4,625,121	--
Money Market Funds	26,021,180	26,021,180	--	--
Total Investments in Securities:	$1,773,553,096	$1,416,279,480	$357,273,616	$--

The following is a summary of transfers between Level 1 and Level 2 for the period ended December 31, 2017. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers	Total
Level 1 to Level 2	$28,197,516
Level 2 to Level 1	$59,481,251

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

Financial Statements

Statement of Assets and Liabilities

		December 31, 2017
Assets
Investment in securities, at value (including securities loaned of $3,703,709) — See accompanying schedule: Unaffiliated issuers (cost $1,362,846,929)	$1,747,531,916
Fidelity Central Funds (cost $26,020,791)	26,021,180
Total Investment in Securities (cost $1,388,867,720)		$1,773,553,096
Cash		6,144
Foreign currency held at value (cost $456)		459
Receivable for investments sold
Regular delivery		2,128,839
Delayed delivery		253,832
Receivable for fund shares sold		468,547
Dividends receivable		3,397,298
Distributions receivable from Fidelity Central Funds		42,766
Prepaid expenses		2,878
Other receivables		187,544
Total assets		1,780,041,403
Liabilities
Payable for investments purchased
Regular delivery	$1,423,937
Delayed delivery	292,152
Payable for fund shares redeemed	2,127,548
Accrued management fee	967,844
Distribution and service plan fees payable	85,719
Other affiliated payables	191,280
Other payables and accrued expenses	152,711
Collateral on securities loaned	3,885,552
Total liabilities		9,126,743
Net Assets		$1,770,914,660
Net Assets consist of:
Paid in capital		$1,394,700,281
Undistributed net investment income		264,635
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(8,755,386)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		384,705,130
Net Assets		$1,770,914,660
Initial Class:
Net Asset Value, offering price and redemption price per share ($822,993,646 ÷ 35,983,189 shares)		$22.87
Service Class:
Net Asset Value, offering price and redemption price per share ($141,046,636 ÷ 6,193,515 shares)		$22.77
Service Class 2:
Net Asset Value, offering price and redemption price per share ($361,445,806 ÷ 15,952,727 shares)		$22.66
Investor Class:
Net Asset Value, offering price and redemption price per share ($445,428,572 ÷ 19,541,441 shares)		$22.79

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

Statement of Operations

		Year ended December 31, 2017
Investment Income
Dividends		$39,329,768
Income from Fidelity Central Funds		839,699
Income before foreign taxes withheld		40,169,467
Less foreign taxes withheld		(3,359,187)
Total income		36,810,280
Expenses
Management fee	$10,979,005
Transfer agent fees	1,390,783
Distribution and service plan fees	980,048
Accounting and security lending fees	737,728
Custodian fees and expenses	207,165
Independent trustees' fees and expenses	6,418
Appreciation in deferred trustee compensation account	198
Audit	80,053
Legal	7,081
Miscellaneous	12,698
Total expenses before reductions	14,401,177
Expense reductions	(345,279)	14,055,898
Net investment income (loss)		22,754,382
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	56,679,020
Fidelity Central Funds	(3,413)
Foreign currency transactions	376,685
Total net realized gain (loss)		57,052,292
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers	343,250,045
Fidelity Central Funds	327
Assets and liabilities in foreign currencies	249,217
Total change in net unrealized appreciation (depreciation)		343,499,589
Net gain (loss)		400,551,881
Net increase (decrease) in net assets resulting from operations		$423,306,263

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

Statement of Changes in Net Assets

	Year ended December 31, 2017	Year ended December 31, 2016
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$22,754,382	$21,776,297
Net realized gain (loss)	57,052,292	70,359,827
Change in net unrealized appreciation (depreciation)	343,499,589	(168,670,726)
Net increase (decrease) in net assets resulting from operations	423,306,263	(76,534,602)
Distributions to shareholders from net investment income	(22,319,167)	(20,406,573)
Distributions to shareholders from net realized gain	(1,537,352)	(2,536,025)
Total distributions	(23,856,519)	(22,942,598)
Share transactions - net increase (decrease)	(56,155,320)	(31,263,014)
Total increase (decrease) in net assets	343,294,424	(130,740,214)
Net Assets
Beginning of period	1,427,620,236	1,558,360,450
End of period	$1,770,914,660	$1,427,620,236
Other Information
Undistributed net investment income end of period	$264,635	$13,342

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

Financial Highlights

VIP Overseas Portfolio Initial Class

Years ended December 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$17.81	$19.08	$18.70	$20.64	$16.09
Income from Investment Operations
Net investment income (loss)^A	.31	.28	.29	.32^B	.25
Net realized and unrealized gain (loss)	5.08	(1.25)	.38	(1.98)	4.63
Total from investment operations	5.39	(.97)	.67	(1.66)	4.88
Distributions from net investment income	(.31)	(.27)	(.27)	(.27)	(.26)
Distributions from net realized gain	(.02)	(.03)	(.02)	(.01)	(.07)
Total distributions	(.33)	(.30)	(.29)	(.28)	(.33)
Redemption fees added to paid in capital^A	–	–	–^C	–^C	–^C
Net asset value, end of period	$22.87	$17.81	$19.08	$18.70	$20.64
Total Return^D,^E	30.28%	(5.06)%	3.62%	(8.08)%	30.44%
Ratios to Average Net Assets^F,^G
Expenses before reductions	.80%	.80%	.80%	.82%	.84%
Expenses net of fee waivers, if any	.80%	.80%	.80%	.82%	.84%
Expenses net of all reductions	.78%	.80%	.80%	.82%	.83%
Net investment income (loss)	1.46%	1.56%	1.46%	1.62%^B	1.41%
Supplemental Data
Net assets, end of period (000 omitted)	$822,994	$702,946	$758,522	$726,566	$829,382
Portfolio turnover rate^H	35%	102%	29%	39%	34%

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

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

^D Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

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

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

VIP Overseas Portfolio Service Class

Years ended December 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$17.74	$19.00	$18.63	$20.56	$16.02
Income from Investment Operations
Net investment income (loss)^A	.28	.27	.27	.30^B	.24
Net realized and unrealized gain (loss)	5.05	(1.24)	.37	(1.97)	4.61
Total from investment operations	5.33	(.97)	.64	(1.67)	4.85
Distributions from net investment income	(.28)	(.25)	(.25)	(.25)	(.24)
Distributions from net realized gain	(.02)	(.03)	(.02)	(.01)	(.07)
Total distributions	(.30)	(.29)^C	(.27)	(.26)	(.31)
Redemption fees added to paid in capital^A	–	–	–^D	–^D	–^D
Net asset value, end of period	$22.77	$17.74	$19.00	$18.63	$20.56
Total Return^E,^F	30.10%	(5.12)%	3.49%	(8.16)%	30.38%
Ratios to Average Net Assets^G,^H
Expenses before reductions	.90%	.90%	.90%	.92%	.94%
Expenses net of fee waivers, if any	.90%	.90%	.90%	.92%	.94%
Expenses net of all reductions	.88%	.90%	.90%	.92%	.93%
Net investment income (loss)	1.36%	1.46%	1.36%	1.52%^B	1.31%
Supplemental Data
Net assets, end of period (000 omitted)	$141,047	$118,444	$138,766	$100,058	$118,920
Portfolio turnover rate^I	35%	102%	29%	39%	34%

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

^B Net Investment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividends, the ratio of net investment income (loss) to average net assets would have been 1.14%.

^C Total distributions of $.29 per share is comprised of distributions from net investment income of $.253 and distributions from net realized gain of $.032 per share.

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

^E Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

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

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

VIP Overseas Portfolio Service Class 2

Years ended December 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$17.65	$18.92	$18.55	$20.47	$15.95
Income from Investment Operations
Net investment income (loss)^A	.25	.24	.24	.27^B	.21
Net realized and unrealized gain (loss)	5.04	(1.25)	.38	(1.96)	4.59
Total from investment operations	5.29	(1.01)	.62	(1.69)	4.80
Distributions from net investment income	(.26)	(.23)	(.23)	(.22)	(.21)
Distributions from net realized gain	(.02)	(.03)	(.02)	(.01)	(.07)
Total distributions	(.28)	(.26)	(.25)	(.23)	(.28)
Redemption fees added to paid in capital^A	–	–	–^C	–^C	–^C
Net asset value, end of period	$22.66	$17.65	$18.92	$18.55	$20.47
Total Return^D,^E	29.99%	(5.32)%	3.35%	(8.30)%	30.17%
Ratios to Average Net Assets^F,^G
Expenses before reductions	1.05%	1.05%	1.05%	1.07%	1.09%
Expenses net of fee waivers, if any	1.05%	1.05%	1.05%	1.07%	1.09%
Expenses net of all reductions	1.03%	1.05%	1.05%	1.07%	1.08%
Net investment income (loss)	1.21%	1.31%	1.21%	1.37%^B	1.16%
Supplemental Data
Net assets, end of period (000 omitted)	$361,446	$302,443	$345,818	$266,860	$316,863
Portfolio turnover rate^H	35%	102%	29%	39%	34%

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

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

^D Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

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

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

VIP Overseas Portfolio Investor Class

Years ended December 31,	2017	2016	2015	2014	2013
Selected Per–Share Data
Net asset value, beginning of period	$17.75	$19.02	$18.64	$20.58	$16.04
Income from Investment Operations
Net investment income (loss)^A	.29	.27	.27	.30^B	.24
Net realized and unrealized gain (loss)	5.06	(1.25)	.39	(1.98)	4.62
Total from investment operations	5.35	(.98)	.66	(1.68)	4.86
Distributions from net investment income	(.29)	(.26)	(.26)	(.26)	(.25)
Distributions from net realized gain	(.02)	(.03)	(.02)	(.01)	(.07)
Total distributions	(.31)	(.29)	(.28)	(.26)^C	(.32)
Redemption fees added to paid in capital^A	–	–	–^D	–^D	–^D
Net asset value, end of period	$22.79	$17.75	$19.02	$18.64	$20.58
Total Return^E,^F	30.18%	(5.14)%	3.55%	(8.17)%	30.40%
Ratios to Average Net Assets^G,^H
Expenses before reductions	.88%	.88%	.88%	.90%	.92%
Expenses net of fee waivers, if any	.88%	.88%	.88%	.90%	.92%
Expenses net of all reductions	.86%	.88%	.88%	.90%	.91%
Net investment income (loss)	1.38%	1.48%	1.38%	1.54%^B	1.33%
Supplemental Data
Net assets, end of period (000 omitted)	$445,429	$303,787	$315,254	$279,760	$294,173
Portfolio turnover rate^I	35%	102%	29%	39%	34%

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

^C Total distributions of $.26 per share is comprised of distributions from net investment income of $.257 and distributions from net realized gain of $.005 per share.

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

^E Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

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

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

Notes to Financial Statements

For the period ended December 31, 2017

1. Organization.

VIP Overseas Portfolio (the Fund) is a fund of Variable Insurance Products Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

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

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

Level 1 – quoted prices in active markets for identical investments
Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)
Level 3 – unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of December 31, 2017, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

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

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

Gross unrealized appreciation	$393,087,781
Gross unrealized depreciation	(17,157,792)
Net unrealized appreciation (depreciation)	$375,929,989
Tax Cost	$1,397,623,107

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

Undistributed ordinary income	$317,812
Net unrealized appreciation (depreciation) on securities and other investments	$375,950,456

The tax character of distributions paid was as follows:

	December 31, 2017	December 31, 2016
Ordinary Income	$23,856,519	$ 22,942,598

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $562,978,135 and $636,665,833, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .42% of the Fund's average net assets and an annualized group fee rate that averaged .24% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annual management fee rate was .67% of the Fund's average net assets.

For the period, total fees, all of which were re-allowed to insurance companies for the distribution of shares and providing shareholder support services, were as follows:

Service Class	$131,612
Service Class 2	848,436
	$980,048

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class pays a fee for transfer agent services, typesetting and printing and mailing of shareholder reports, excluding mailing of proxy statements, equal to an annual rate of class-level average net assets. The annual rate for Investor Class is .15% and the annual rate for all other classes is .07%. For the period, transfer agent fees for each class were as follows:

Initial Class	$522,051
Service Class	86,757
Service Class 2	223,713
Investor Class	558,262
	$1,390,783

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $1,210 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $4,971 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $646,599. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $2,079.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $12,747.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Year ended December 31, 2017	Year ended December 31, 2016
From net investment income
Initial Class	$10,956,970	$10,486,163
Service Class	1,740,479	1,661,827
Service Class 2	4,063,486	3,888,245
Investor Class	5,558,232	4,370,338
Total	$22,319,167	$20,406,573
From net realized gain
Initial Class	$715,232	$1,242,804
Service Class	122,569	210,191
Service Class 2	316,225	540,973
Investor Class	383,326	542,057
Total	$1,537,352	$2,536,025

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares	Shares	Dollars	Dollars
	Year ended December 31, 2017	Year ended December 31, 2016	Year ended December 31, 2017	Year ended December 31, 2016
Initial Class
Shares sold	3,939,081	6,040,612	$81,647,867	$108,562,164
Reinvestment of distributions	522,338	663,028	11,672,202	11,728,967
Shares redeemed	(7,942,813)	(6,994,294)	(167,477,813)	(127,879,172)
Net increase (decrease)	(3,481,394)	(290,654)	$(74,157,744)	$(7,588,041)
Service Class
Shares sold	458,423	342,589	$9,659,492	$6,193,425
Reinvestment of distributions	83,470	106,244	1,863,048	1,872,018
Shares redeemed	(1,026,405)	(1,073,911)	(21,192,961)	(19,457,006)
Net increase (decrease)	(484,512)	(625,078)	$(9,670,421)	$(11,391,563)
Service Class 2
Shares sold	1,454,959	1,512,220	$29,464,030	$27,045,816
Reinvestment of distributions	197,195	252,665	4,379,711	4,429,218
Shares redeemed	(2,832,702)	(2,913,101)	(57,908,938)	(52,590,171)
Net increase (decrease)	(1,180,548)	(1,148,216)	$(24,065,197)	$(21,115,137)
Investor Class
Shares sold	4,199,962	3,026,923	$87,910,955	$54,310,749
Reinvestment of distributions	265,961	278,638	5,941,558	4,912,395
Shares redeemed	(2,035,744)	(2,768,663)	(42,114,471)	(50,391,417)
Net increase (decrease)	2,430,179	536,898	$51,738,042	$8,831,727

11. Other.

At the end of the period, the investment adviser or its affiliates were the owners of record of 23% of the total outstanding shares of the Fund and one otherwise unaffiliated shareholder was the owner of record of 16% of the total outstanding shares of the Fund. Mutual funds managed by the investment adviser or its affiliates were the owners of record, in the aggregate, of approximately 24% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Variable Insurance Products Fund and Shareholders of VIP Overseas Portfolio:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of VIP Overseas Portfolio (one of the funds constituting Variable Insurance Products Fund, referred to hereafter as the “Fund”) as of December 31, 2017, the related statement of operations for the year ended December 31, 2017, the statement of changes in net assets for each of the two years in the period ended December 31, 2017, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2017 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2017 and the financial highlights for each of the five years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2017 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
February 14, 2018
We have served as the auditor of one or more investment companies in the Fidelity group of funds since 1932.

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for Mr. Chiel, each of the Trustees oversees 190 funds. Mr. Chiel oversees 145 funds.

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

Interested Trustees*:

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

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

Jonathan Chiel (1957)

Year of Election or Appointment: 2016

Trustee

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Charles S. Morrison (1960)

Year of Election or Appointment: 2014

Trustee

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

Independent Trustees:

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

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

William S. Stavropoulos (1939)

Year of Election or Appointment: 2001

Trustee

Vice Chairman of the Independent Trustees

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

William C. Coffey (1969)

Year of Election or Appointment: 2009

Assistant Secretary

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Joseph DeSantis (1959)

Year of Election or Appointment: 2017

Vice President

Mr. DeSantis also serves as Vice President of other funds. Mr. DeSantis serves as a Director of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present), Chief Investment Officer, Equities (2010-present) and is an employee of Fidelity Investments.

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010

Assistant Treasurer

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

Brian B. Hogan (1964)

Year of Election or Appointment: 2009

Vice President

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (1995-present).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

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

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio-^A	Beginning Account Value July 1, 2017	Ending Account Value December 31, 2017	Expenses Paid During Period-^B July 1, 2017 to December 31, 2017
Initial Class	.80%
Actual		$1,000.00	$1,095.30	$4.23
Hypothetical-^C		$1,000.00	$1,021.17	$4.08
Service Class	.90%
Actual		$1,000.00	$1,094.40	$4.75
Hypothetical-^C		$1,000.00	$1,020.67	$4.58
Service Class 2	1.05%
Actual		$1,000.00	$1,094.10	$5.54
Hypothetical-^C		$1,000.00	$1,019.91	$5.35
Investor Class	.88%
Actual		$1,000.00	$1,094.60	$4.65
Hypothetical-^C		$1,000.00	$1,020.77	$4.48

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

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

^C 5% return per year before expenses

Distributions (Unaudited)

Initial Class designates 1% and 2%; Service Class designates 0% and 2%; Service Class 2 designates 0% and 2%; and Investor Class designates 0% and 2%; of the dividends distributed in February and December, respectively during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The amounts per share which represent income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are as follows:

	Pay Date	Income	Taxes
Insert Fund Name
Initial Class	12/01/17	$0.3516	$0.0296
Service Class	12/01/17	$0.3336	$0.0296
Service Class 2	12/01/17	$0.3066	$0.0296
Investor Class	12/01/17	$0.3396	$0.0296

Board Approval of Investment Advisory Contracts and Management Fees

VIP Overseas Portfolio

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recentone-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe. Returns of the benchmark index are "net MA," i.e., adjusted for tax withholding rates applicable to U.S.-based funds organized as Massachusetts business trusts.

VIP Overseas Portfolio

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

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in basis points (BP) in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

VIP Overseas Portfolio

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2016.

Furthermore, the Board considered that it had approved a reduction (effective August 1, 2014) in the individual fund fee rate component of the management fee rate for the fund from 0.450% to 0.424%. The Board considered that the chart reflects the fund's lower management fee rate for 2014, as if the lower fee rate were in effect for the entire year.

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

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

Fidelity Investments

VIPOVRS-ANN-0218
1.540205.120

Item 2.

Code of Ethics

As of the end of the period, December 31, 2017, Variable Insurance Products Fund (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR,that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3.

Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Joseph Mauriello is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Mauriello is independent for purposes of Item 3 of Form N-CSR.

Item 4.

Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte Entities”) in each of the last two fiscal years for services rendered to VIP Value Portfolio (the “Fund”):

Services Billed by Deloitte Entities

December 31, 2017 Fees^A


	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
VIP Value Portfolio	$45,000	$100	$8,200	$1,300

December 31, 2016 Fees^A,B


	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
VIP Value Portfolio	$60,000	$100	$8,300	$1,400

^AAmounts may reflect rounding.

^BCertain amounts have been reclassified to align with current period presentation.

The following table presents fees billed by PricewaterhouseCoopers LLP (“PwC”) in each of the last two fiscal years for services rendered to VIP Equity-Income Portfolio, VIP Growth Portfolio, VIP High Income Portfolio and VIP Overseas Portfolio (the “Funds”):

Services Billed by PwC

December 31, 2017 Fees^A


	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
VIP Equity-Income Portfolio	$67,000	$6,000	$7,000	$2,900
VIP Growth Portfolio	$61,000	$5,500	$3,700	$2,600
VIP High Income Portfolio	$89,000	$8,000	$3,500	$3,800
VIP Overseas Portfolio	$64,000	$6,000	$5,700	$2,900

December 31, 2016 Fees^A,B


	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
VIP Equity-Income Portfolio	$72,000	$6,800	$6,900	$3,200
VIP Growth Portfolio	$63,000	$6,300	$3,700	$3,000
VIP High Income Portfolio	$89,000	$9,200	$5,100	$4,300
VIP Overseas Portfolio	$64,000	$6,900	$5,700	$3,200

^AAmounts may reflect rounding.

^BCertain amounts have been reclassified to align with current period presentation.

The following table presents fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fidelity Management & Research Company (“FMR”) and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds (“Fund Service Providers”):

Services Billed by Deloitte Entities


	December 31, 2017^A	December 31, 2016^A
Audit-Related Fees	$-	$35,000
Tax Fees	$25,000	$-
All Other Fees	$-	$-

^A Amounts may reflect rounding.

Services Billed by PwC


	December 31, 2017^A	December 31, 2016^A
Audit-Related Fees	$8,470,000	$6,240,000
Tax Fees	$160,000	$10,000
All Other Fees	$-	$-

^A Amounts may reflect rounding.

“Audit-Related Fees” represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

“Tax Fees” represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

“All Other Fees” represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by PwC and Deloitte Entities for services rendered to the Funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Funds are as follows:


Billed By	December 31, 2017^A	December 31, 2016^A,B
Deloitte Entities	$315,000	$275,000
PwC	$10,775,000	$7,700,000

^A Amounts may reflect rounding.

^BCertain amounts have been reclassified to align with current period presentation.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audits of the Funds, taking into account representations from PwC and Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding their independence from the Funds and their related entities and FMR’s review of the

appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust’s Audit Committee must pre-approve all audit and non-audit services provided by a fund’s independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee’s consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund (“Covered Service”) are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair’s absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X (“De Minimis Exception”)

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds’ last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

Item 5.

Audit Committee of Listed Registrants

Not applicable.

Item 6.

Investments

(a)

Not applicable.

(b)

Not applicable

Item 7.

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

Not applicable.

Item 8.

Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9.

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

Not applicable.

Item 10.

Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the trust’s Board of Trustees.

Item 11.

Controls and Procedures

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

(a)(ii) There was no change in the trust’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust’s internal control over financial reporting.

Item 12.

Exhibits


(a)	(1)	Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
(a)	(2)	Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
(a)	(3)	Not applicable.
(b)		Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

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

Variable Insurance Products Fund


By:	/s/Stacie M. Smith
	Stacie M. Smith
	President and Treasurer

Date:	February 22, 2018

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


By:	/s/ Stacie M. Smith
	Stacie M. Smith
	President and Treasurer

Date:	February 22, 2018


By:	/s/Howard J. Galligan III
	Howard J. Galligan III
	Chief Financial Officer

Date:	February 22, 2018

Variable Insurance Products Fund N-CSRCertified annual shareholder report (management investment company)