QUARTERLY FUND REVIEW | AS OF SEPTEMBER 30, 2016

Fidelity® Mid Cap Value Fund Investment Approach

FUND INFORMATION

• Fidelity® Mid Cap Value Fund seeks long-term growth of capital in a valuation-conscious manner with a bias toward higher-quality companies.

Manager(s): Court Dignan

• We believe that bottom-up fundamental research has the potential to deliver long-term outperformance. Core to our investment philosophy is the belief that a company's market value and intrinsic (fair) value converge over time.

Trading Symbol: FSMVX

• We use quantitative models to narrow down the investment universe to a more manageable size, maintain style consistency and manage risk in the portfolio.

Start Date: November 15, 2001

• Combining Fidelity's fundamental research strengths with proprietary investment models and tools provides a sound basis for identifying attractive opportunities in the mid-cap value space.

Size (in millions): $3,148.25

• The fund is run in a fully invested, near-sector-neutral manner, so potential investments are scrutinized against similar stocks in the same sector.

Morningstar Category: Mid-Cap Value

PERFORMANCE SUMMARY Fidelity Mid Cap Value Fund Gross Expense Ratio: 0.86%2

Cumulative

Annualized

3 Month

YTD

1 Year

3 Year

5 Year

10 Year/ LOF1

3.29%

5.33%

8.85%

8.97%

17.03%

7.48%

Russell Midcap Value Index

4.45%

13.72%

17.26%

10.49%

17.38%

7.89%

Morningstar Mid-Cap Value

5.05%

10.24%

13.24%

7.34%

14.92%

6.87%

% Rank in Morningstar Category (1% = Best)

--

--

86%

21%

11%

29%

# of Funds in Morningstar Category

--

--

456

399

348

239

1 2

Life of Fund (LOF) if performance is less than 10 years. Fund inception date: 11/15/2001. This expense ratio is from the most recent prospectus and generally is based on amounts incurred during the most recent fiscal year. This fund has a short term trading fee – 0.75% for shares held less than 30 days.

Past performance is no guarantee of future results. Investment return and principal value of an investment will fluctuate; therefore, you may have a gain or loss when you sell your shares. Current performance may be higher or lower than the performance stated. Performance shown is that of the fund's Retail Class shares (if multiclass). You may own another share class of the fund with a different expense structure and, thus, have different returns. To learn more or to obtain the most recent month-end or other share-class performance, visit fidelity.com/performance, advisor.fidelity.com, or 401k.com. Total returns are historical and include change in share value and reinvestment of dividends and capital gains, if any. Cumulative total returns are reported as of the period indicated. For definitions and other important information, please see the Definitions and Important Information section of this Fund Review.

Not FDIC Insured • May Lose Value • No Bank Guarantee

Stock markets, especially foreign markets, are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. The securities of smaller, less well-known companies can be more volatile than those of larger companies. Value stocks can perform differently from other types of stocks and can continue to be undervalued by the market for long periods of time.

QUARTERLY FUND REVIEW: Fidelity® Mid Cap Value Fund | AS OF SEPTEMBER 30, 2016

Performance Review For the quarter, the fund's share classes (excluding sales charges, if applicable) gained about 3%, trailing the 4.45% return of the Russell Midcap® Value Index. Security selection hampered the fund's relative performance, with modest disappointments from sectors including consumer discretionary, financials, information technology, industrials and health care. U.S. stocks had another strong quarter, benefiting from easing concern over the U.K.'s surprise vote to exit the European Union. The U.S. Federal Reserve's decision not to raise its short-term interest rate target, oil prices that stayed well above their February lows, and some encouraging late-period headlines also helped spur stocks higher. This backdrop encouraged investors to take on more risk, benefiting small-cap stocks and economically sensitive sectors. Information technology, industrials, energy, consumer discretionary and financials all generated strong returns within the Russell Midcap Value Index. By contrast, more defensive, dividend-paying sectors posted declines, notably utilities, telecommunication services and consumer staples. As always, we relied on security selection to drive relative performance, favoring stocks that tended to be lower priced and higher quality than the benchmark average. Our biggest individual detractor this quarter was Israel-based Teva Pharmaceutical Industries, the world's largest generic drug maker and our second-largest holding at period end. Our shares returned -7.9%, largely due to macro concerns regarding the pricing environment for generics. Investors also grew critical when the company's pending acquisition of Allergan's generic-drug business took longer than anticipated; the deal closed in August. (Ireland-headquartered Allergan was another fund holding.) Later in August, the U.S. Patent Office invalidated three of Teva's patents, which further weighed on its shares. Elsewhere, our investment in technology consulting firm Cognizant Technology Solutions hurt, as the stock fell about 17% this quarter. Nearly all the decline came in late September after the firm disclosed that it had begun an internal investigation into possible corruption related to payments made to India. Simultaneously, the company's president resigned.

LARGEST CONTRIBUTORS VS. BENCHMARK Relative Average Contribution Relative (basis Weight points)*

Holding

Market Segment Industrials

2.15%

20

Delphi Automotive PLC

Consumer Discretionary

1.49%

ON Semiconductor Corp.

Information Technology

Royal Caribbean Cruises Ltd.

Consumer Discretionary

* 1 basis point = 0.01%.

Lastly, not owning pipeline operator and index component Williams Companies detracted, as its shares returned 43% for the third quarter, buoyed by speculation it was a takeover target. Earlier in the year, an acrimonious deal between Williams and rival Energy Transfer Equity fell apart, and Williams' chairman and six board members subsequently resigned. In the third quarter, investors bid up Williams' stock on reports that Enterprise Products Partners was a possible suitor for the firm, but a deal did not materialize by September 30. By contrast, the fund benefited from our picks in materials and a modest underweighting in utilities. Our top individual contributor this quarter, however, was an industrials stock: Netherlandsbased AerCap Holdings, the world's largest aircraft leasing company. A top-10 position, the stock had been one of our biggest detractors in the second quarter. It rebounded with a nearly 15% return for the past three months, as expectations of higher interest rates later this year helped lift financials stocks. Another standout was U.K.-based Delphi Automotive, an automotive components company in the consumer discretionary sector. Its stock rallied 14% in the third quarter, benefiting as fears around Britain's vote to exit the European Union eased and as the push for self-driving cars increased. In addition, in August Delphi announced it was partnering with Israeli-based technology company Mobileye to develop an off-the-shelf self-driving system that carmakers could use as early as 2019. Delphi and AerCap were non-benchmark holdings. Elsewhere, top contributors included ON Semiconductor, which makes a range of semiconductors, including image sensors for parking assistance. Its shares returned roughly 40% this past quarter, buoyed in part by news that ON had received U.S. regulatory approval to acquire Fairchild Semiconductor International, a deal that is expected to boost ON's scale, expand its product line and yield cost synergies. ■

LARGEST DETRACTORS VS. BENCHMARK

AerCap Holdings NV

Anadarko Petroleum Corp. Energy

Electric utility American Electric Power Company (AEP) disappointed. Our stake returned -8%, as investors moved away from more-defensive, dividend-paying stalwarts. Teva, Cognizant and AEP were non-benchmark positions.

Holding

Market Segment

Relative Average Contribution Relative (basis Weight points)*

14

Teva Pharmaceutical Industries Ltd. sponsored Health Care ADR

2.99%

-36

0.41%

13

Cognizant Technology Solutions Corp. Class A

Information Technology

1.33%

-32

0.95%

9

American Electric Power Co., Inc.

Utilities

1.32%

-17

0.38%

9

The Williams Companies, Inc.

Energy

-0.47%

-15

0.89%

-13

Twenty-First Century Fox, Consumer Inc. Class A Discretionary * 1 basis point = 0.01%.

2 | For definitions and other important information, please see Definitions and Important Information section of this Fund Review.

QUARTERLY FUND REVIEW: Fidelity® Mid Cap Value Fund | AS OF SEPTEMBER 30, 2016

Outlook and Positioning Despite disappointing near-term performance, we plan to maintain our long-term focus on bottom-up security selection that targets what we view as average or above-average quality companies with market capitalizations in the $2 billion to $20 billion range trading at discounted or reasonable valuations versus their peers, the Russell Midcap® Value Index or both. We believe this targeted approach to both value and quality can increase the probability of long-term outperformance, while also helping us avoid the likelihood of permanent capital loss. We recognize that occasionally investors will bid up what we regard as relatively low quality or more expensive stocks, causing the fund to underperform. These periods are unpredictable, which is why we do not try to time the market or change our strategy. We think our strength lies in bottom-up security selection, not sector allocations or market predictions. For this reason, we keep our sector weightings relatively broadly aligned with those in the benchmark. Our biggest stock positions are those we consider to be our best ideas, with the fund's top 30 positions representing about half of its assets at period end. Our largest sector concentration was in financials, which represented an overweighting versus the benchmark and about 20% of the fund's assets at quarter end. Financials' weighting in the index decreased significantly on September 1 when real estate became a separate sector in the benchmark. Accordingly, our weighting in financials also decreased when our real estate holdings were removed from the category. We also sold some holdings in the diversified financials segment, which includes credit card companies and asset managers. However, we remained overweight both diversified financials and insurance.

Portfolio Weight

Index Weight

We were significantly underweighted real estate, finding fewer opportunities here that met our valuation criteria. However, by period end, we had modestly increased our stake to about 14% of fund assets, bringing our weighting closer to that of the index and making real estate our second-largest sector in absolute terms. Four sectors each represented about 10% of the fund's assets at period end: industrials, energy, consumer discretionary and utilities. We added to the first three of these sectors over the quarter, but trimmed our exposure in utilities. In industrials, our additions were mostly in the capital goods and commercial & professional services groups, mainly driven by what we viewed as attractive buying opportunities. In energy, we remained focused on what we viewed as higher-quality companies that could withstand a prolonged period of relatively low oil prices. In consumer discretionary, we took advantage of attractive entry points and added a few new positions, including in retailing and in media. Our weightings in all three of these sectors were close to those in the index. By contrast, we ended the quarter with a modestly reduced stake in utilities, as we continued to believe valuations here offered limited margins of safety. The fund also had no exposure to the telecommunication services sector, a very small component within our benchmark. ■

CHARACTERISTICS

MARKET-SEGMENT DIVERSIFICATION

Market Segment

The fund had slightly more exposure to health care than the benchmark. However, we narrowed our overweighting during the quarter, trimming individual holdings both in the health care equipment & services group and in the pharmaceuticals, biotechnology & life sciences segment.

Relative Weight

Relative Change From Prior Quarter

Portfolio

Index

Price/Earnings Trailing

19.3x

20.5x

15.3x

17.7x

Valuation

Financials

20.00%

17.60%

2.40%

-2.11%

Price/Earnings (IBES 1-Year Forecast)

Real Estate

14.08%

15.24%

-1.16%

1.74%

Price/Book

2.1x

1.9x

9.9x

10.4x

11.7%

9.6%

Industrials

10.59%

11.08%

-0.49%

1.04%

Price/Cash Flow

Utilities

10.16%

11.64%

-1.48%

0.16%

Return on Equity (5-Year Trailing) Growth

Consumer Discretionary

10.11%

9.64%

0.47%

0.16%

Sales/Share Growth 1-Year (Trailing)

-2.3%

-3.0%

Energy

10.07%

10.34%

-0.27%

0.74%

Earnings/Share Growth 1-Year (Trailing)

-3.7%

-5.4%

Information Technology

8.24%

8.92%

-0.68%

-0.94%

Earnings/Share Growth 1-Year (IBES Forecast)

18.0%

8.4%

Materials

5.60%

6.12%

-0.52%

-0.16%

Earnings/Share Growth 5-Year (Trailing)

10.5%

7.5%

Health Care

5.43%

4.74%

0.69%

-1.34%

Size

Consumer Staples

3.90%

3.27%

0.63%

0.37%

Weighted Average Market Cap ($ Billions)

17.4

12.5

Telecommunication Services

0.00%

1.41%

-1.41%

0.11%

Weighted Median Market Cap ($ Billions)

14.8

11.4

Other

0.00%

0.00%

0.00%

0.00%

Median Market Cap ($ Billions)

10.7

6.2

3 | For definitions and other important information, please see Definitions and Important Information section of this Fund Review.

QUARTERLY FUND REVIEW: Fidelity® Mid Cap Value Fund | AS OF SEPTEMBER 30, 2016

LARGEST OVERWEIGHTS BY HOLDING Holding

Market Segment

Discover Financial Services

Financials

LARGEST UNDERWEIGHTS BY HOLDING Relative Weight 3.01%

Teva Pharmaceutical Health Care Industries Ltd. sponsored ADR

2.60%

Holding

Relative Weight

Market Segment

Tyco International Ltd.

Consumer Discretionary

Prologis, Inc.

Real Estate

-0.88% -0.85%

Weyerhaeuser Co.

Real Estate

-0.72%

American Tower Corp.

Real Estate

2.49%

Consolidated Edison, Inc.

Utilities

-0.70%

FNF Group

Financials

2.28%

Devon Energy Corp.

Energy

-0.64%

ConAgra Foods, Inc.

Consumer Staples

2.27%

10 LARGEST HOLDINGS

ASSET ALLOCATION

Holding

Market Segment

Discover Financial Services

Financials

Teva Pharmaceutical Industries Ltd. sponsored ADR

Health Care

FNF Group

Financials

American Tower Corp.

Real Estate

ConAgra Foods, Inc.

Consumer Staples

AerCap Holdings NV

Industrials

Mack-Cali Realty Corp.

Real Estate

Synchrony Financial

Financials

Asset Class

Portfolio Weight

Index Weight

Relative Weight

Relative Change From Prior Quarter

Domestic Equities

89.35%

97.91%

-8.56%

-1.60%

International Equities

8.84%

2.09%

6.75%

1.40%

Developed Markets

5.94%

1.45%

4.49%

0.80%

Emerging Markets

2.90%

0.64%

2.26%

0.60%

Tax-Advantaged Domiciles

0.00%

0.00%

0.00%

0.00%

Bonds

0.00%

0.00%

0.00%

0.00%

1.81%

0.00%

1.81%

0.20%

Ingersoll-Rand PLC

Industrials

Cash & Net Other Assets

Newfield Exploration Co.

Energy

10 Largest Holdings as a % of Net Assets

22.87%

Total Number of Holdings

139

Net Other Assets can include fund receivables, fund payables, and offsets to other derivative positions, as well as certain assets that do not fall into any of the portfolio composition categories. Depending on the extent to which the fund invests in derivatives and the number of positions that are held for future settlement, Net Other Assets can be a negative number.

The 10 largest holdings are as of the end of the reporting period, and may not be representative of the fund's current or future investments. Holdings do not include money market investments.

"Tax-Advantaged Domiciles" represent countries whose tax policies may be favorable for company incorporation.

3-YEAR RISK/RETURN STATISTICS Portfolio Beta

Index

0.99

1.00

11.42%

11.11%

Sharpe Ratio

0.78

0.94

Tracking Error

2.98%

--

Information Ratio

-0.51

--

R-Squared

0.93

--

Standard Deviation

4 | For definitions and other important information, please see Definitions and Important Information section of this Fund Review.

QUARTERLY FUND REVIEW: Fidelity® Mid Cap Value Fund | AS OF SEPTEMBER 30, 2016

Definitions and Important Information CHARACTERISTICS Earnings-Per-Share Growth measures the growth in reported earnings per share over the specified past time period. Median Market Cap identifies the median market capitalization of the portfolio or benchmark as determined by the underlying security market caps. Price-to-Book (P/B) Ratio is the ratio of a company's current share price to reported accumulated profits and capital. Price/Cash Flow is the ratio of a company's current share price to its trailing 12-months cash flow per share. Price-to-Earnings (P/E) Ratio (IBES 1-Year Forecast) is the ratio of a company's current share price to Wall Street analysts' estimates of earnings. Price-to-Earnings (P/E) Ratio Trailing is the ratio of a company's current share price to its trailing 12-months earnings per share. Return on Equity (ROE) 5-Year Trailing is the ratio of a company's last five years historical profitability to its shareholders' equity. Preferred stock is included as part of each company's net worth. Sales-Per-Share Growth measures the growth in reported sales over the specified past time period. Weighted Average Market Cap identifies the market capitalization of the average equity holding as determined by the dollars invested in the portfolio or benchmark. Weighted Median Market Cap identifies the market capitalization of the median equity holding as determined by the dollars invested in the portfolio or benchmark.

IMPORTANT FUND INFORMATION Relative positioning data presented in this commentary is based on the fund's primary benchmark (index) unless a secondary benchmark is provided to assess performance.

INDICES It is not possible to invest directly in an index. All indices represented are unmanaged. All indices include reinvestment of dividends and interest income unless otherwise noted. Russell Midcap Value Index is a market capitalization-weighted index designed to measure the performance of the mid-cap value segment of the U.S. equity market. It includes those Russell Midcap Index companies with lower price-to-book ratios and lower forecasted growth values.

MARKET-SEGMENT WEIGHTS Market-segment weights illustrate examples of sectors or industries in which the fund may invest, and may not be representative of the fund's current or future investments. Should not be construed or used as a recommendation for any sector or industry.

RANKING INFORMATION © 2016 Morningstar, Inc. All rights reserved. The Morningstar information contained herein: (1) is proprietary to Morningstar

5 |

and/or its content providers; (2) may not be copied or redistributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Fidelity does not review the Morningstar data and, for mutual fund performance, you should check the fund's current prospectus for the most up-to-date information concerning applicable loads, fees and expenses. % Rank in Morningstar Category is the fund's total-return percentile rank relative to all funds that have the same Morningstar Category. The highest (or most favorable) percentile rank is 1 and the lowest (or least favorable) percentile rank is 100. The top-performing fund in a category will always receive a rank of 1%. % Rank in Morningstar Category is based on total returns which include reinvested dividends and capital gains, if any, and exclude sales charges.

RELATIVE WEIGHTS Relative weights represents the % of fund assets in a particular market segment, asset class or credit quality relative to the benchmark. A positive number represents an overweight, and a negative number is an underweight. The fund's benchmark is listed immediately under the fund name in the Performance Summary.

3-YEAR RISK/RETURN STATISTICS Beta is a measure of the volatility of a fund relative to its benchmark index. A beta greater (less) than 1 is more (less) volatile than the index. Information Ratio measures a fund's active return (fund's average monthly return minus the benchmark's average monthly return) in relation to the volatility of its active returns. R-Squared measures how a fund's performance correlates with a benchmark index's performance and shows what portion of it can be explained by the performance of the overall market/index. RSquared ranges from 0, meaning no correlation, to 1, meaning perfect correlation. An R-Squared value of less than 0.5 indicates that annualized alpha and beta are not reliable performance statistics.

Standard Deviation is a statistical measurement of the dispersion of a fund's return over a specified time period. Fidelity calculates standard deviations by comparing a fund's monthly returns to its average monthly return over a 36-month period, and then annualizes the number. Investors may examine historical standard deviation in conjunction with historical returns to decide whether a fund's volatility would have been acceptable given the returns it would have produced. A higher standard deviation indicates a wider dispersion of past returns and thus greater historical volatility. Standard deviation does not indicate how the fund actually performed, but merely indicates the volatility of its returns over time. Tracking Error is the divergence between the price behavior of a position or a portfolio and the price behavior of a benchmark, creating an unexpected profit or loss.

Sharpe Ratio is a measure of historical risk-adjusted performance. It is calculated by dividing the fund's excess returns (the fund's average annual return for the period minus the 3-month "risk free" return rate) and dividing it by the standard deviation of the fund's returns. The higher the ratio, the better the fund's return per unit of risk. The three month "risk free" rate used is the 90-day Treasury Bill rate.

Before investing in any mutual fund, please carefully consider the investment objectives, risks, charges, and expenses. For this and other information, call or write Fidelity for a free prospectus or, if available, a summary prospectus. Read it carefully before you invest. Past performance is no guarantee of future results. Views expressed are through the end of the period stated and do not necessarily represent the views of Fidelity. 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. The securities mentioned are not necessarily holdings invested in by the portfolio manager(s) or FMR LLC. References to specific company securities should not be construed as recommendations or investment advice. Diversification does not ensure a profit or guarantee against a loss.

S&P 500 is a registered service mark of Standard & Poor's Financial Services LLC. Other third-party marks appearing herein are the property of their respective owners. All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. Fidelity Brokerage Services LLC, Member NYSE, SIPC., 900 Salem Street, Smithfield, RI 02917. Fidelity Investments Institutional Services Company, Inc., 500 Salem Street, Smithfield, RI 02917. © 2016 FMR LLC. All rights reserved. Not NCUA or NCUSIF insured. May lose value. No credit union guarantee. 694437.10.0