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

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-6440

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

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

Scott C. Goebel, Secretary

245 Summer St.

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

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

Date of fiscal year end:

March 31

 

 

Date of reporting period:

December 31, 2013

Item 1. Schedule of Investments

Quarterly Holdings Report

for

Fidelity Advisor Freedom 2005 Fund ®
Class A
Class T
Class B
Class C
Institutional Class

December 31, 2013

1.811311.109
AFF5-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 28.7%

Shares

Value

Commodity Funds - 2.1%

Fidelity Series Commodity Strategy Fund (a)(c)

801,266

$ 6,346,023

Domestic Equity Funds - 26.6%

Fidelity Advisor Equity Growth Fund Institutional Class (c)

80,669

7,182,784

Fidelity Advisor Series Equity-Income Fund (c)

1,156,226

14,267,831

Fidelity Advisor Series Growth & Income Fund (c)

894,047

11,595,783

Fidelity Advisor Series Growth Opportunities Fund (c)

657,124

6,926,089

Fidelity Advisor Series Opportunistic Insights Fund (c)

471,895

6,601,810

Fidelity Advisor Series Small Cap Fund (c)

373,213

3,926,198

Fidelity Advisor Series Stock Selector Large Cap Value Fund (c)

728,352

9,118,966

Fidelity Series 100 Index Fund (c)

342,674

4,125,796

Fidelity Series 1000 Value Index Fund (c)

125,701

1,304,780

Fidelity Series All-Sector Equity Fund (c)

672,242

9,586,172

Fidelity Series Real Estate Equity Fund (c)

81,163

956,096

Fidelity Series Small Cap Opportunities Fund (c)

355,139

4,776,614

TOTAL DOMESTIC EQUITY FUNDS

80,368,919

TOTAL DOMESTIC EQUITY FUNDS

(Cost $74,648,560)


86,714,942

International Equity Funds - 11.7%

 

 

 

 

Developed International Equity Funds - 9.2%

Fidelity Series International Growth Fund (c)

869,959

12,501,312

Fidelity Series International Small Cap Fund (c)

181,184

2,811,972

Fidelity Series International Value Fund (c)

1,100,917

12,352,290

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

27,665,574

Emerging Markets Equity Funds - 2.5%

Fidelity Series Emerging Markets Fund (c)

434,122

7,618,846

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $28,494,486)


35,284,420

Bond Funds - 39.4%

Shares

Value

High Yield Bond Funds - 7.5%

Fidelity Series Emerging Markets Debt Fund (c)

172,955

$ 1,738,197

Fidelity Series Floating Rate High Income Fund (c)

333,312

3,463,109

Fidelity Series High Income Fund (c)

1,540,999

16,134,257

Fidelity Series Real Estate Income Fund (c)

123,493

1,339,895

TOTAL HIGH YIELD BOND FUNDS

22,675,458

Inflation-Protected Bond Funds - 2.1%

Fidelity Series Inflation-Protected Bond Index Fund (c)

628,491

6,310,046

Investment Grade Bond Funds - 29.8%

Fidelity Series Investment Grade Bond Fund (c)

8,090,208

89,882,208

TOTAL BOND FUNDS

(Cost $118,270,971)


118,867,712

Short-Term Funds - 20.2%

 

 

 

 

Fidelity Advisor Short Fixed-Income Fund Institutional Class (c)

2,936,944

27,431,058

Fidelity Institutional Money Market Portfolio Institutional Class 0.04% (b)(c)

33,446,494

33,446,494

TOTAL SHORT-TERM FUNDS

(Cost $60,369,107)


60,877,552

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $281,783,124)

301,744,626

NET OTHER ASSETS (LIABILITIES) - 0.0%

(60,489 )

NET ASSETS - 100%

$ 301,684,137

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Advisor Equity Growth Fund Institutional Class

$ 9,259,781

$ 655,261

$ 4,710,132

$ -

$ 7,182,784

Fidelity Advisor Growth & Income Fund Institutional Class

4,932,891

199,148

5,560,081

-

-

Fidelity Advisor Large Cap Fund Institutional Class

4,939,271

290,298

6,093,574

-

-

Fidelity Advisor Series Equity-Income Fund

6,678,206

10,944,157

4,166,579

166,469

14,267,831

Fidelity Advisor Series Growth & Income Fund (Formerly Fidelity Advisor Series Mega Cap Fund)

1,486,283

10,794,901

1,507,271

63,041

11,595,783

Fidelity Advisor Series Growth Opportunities Fund

-

6,610,467

40,692

2,635

6,926,089

Fidelity Advisor Series Opportunistic Insights Fund

4,718,776

2,714,752

2,055,527

-

6,601,810

Fidelity Advisor Series Small Cap Fund

-

3,844,086

113,210

2,992

3,926,198

Fidelity Advisor Series Stock Selector Large Cap Value Fund

6,717,864

3,619,612

1,974,539

79,711

9,118,966

Fidelity Advisor Short Fixed-Income Fund Institutional Class

42,520,470

6,816,816

21,831,682

237,997

27,431,058

Fidelity Advisor Small Cap Fund Institutional Class

3,791,219

301,071

4,664,672

-

-

Fidelity Institutional Money Market Portfolio Institutional Class

51,920,042

8,011,617

26,485,166

39,554

33,446,494

Fidelity Series 100 Index Fund

1,544,268

2,698,983

402,681

49,131

4,125,796

Fidelity Series 1000 Value Index Fund

-

1,264,555

7,646

4,398

1,304,780

Fidelity Series All-Sector Equity Fund

12,345,820

1,547,866

5,689,701

80,474

9,586,172

Fidelity Series Commodity Strategy Fund

11,606,286

1,378,806

5,578,952

-

6,346,023

Fidelity Series Emerging Markets Debt Fund

1,922,638

228,135

265,565

72,685

1,738,197

Fidelity Series Emerging Markets Fund

6,352,622

1,977,024

1,028,158

71,062

7,618,846

Fidelity Series Floating Rate High Income Fund

3,388,054

608,128

456,744

111,239

3,463,109

Fidelity Series High Income Fund

14,966,543

3,598,499

2,376,595

587,382

16,134,257

Fidelity Series Inflation-Protected Bond Index Fund

28,253,550

3,417,081

23,556,938

2,610

6,310,046

Fidelity Series International Growth Fund

10,396,703

3,317,249

2,543,736

82,280

12,501,312

Fidelity Series International Small Cap Fund

2,144,791

954,324

539,901

21,889

2,811,972

Fidelity Series International Value Fund

10,285,665

4,978,244

4,324,657

253,221

12,352,290

Fidelity Series Investment Grade Bond Fund

55,981,719

46,106,653

9,920,483

1,046,233

89,882,208

Fidelity Series Large Cap Value Fund

7,189,173

3,710,984

10,078,509

87,146

-

Fidelity Series Real Estate Equity Fund

1,108,307

168,900

226,095

15,113

956,096

Fidelity Series Real Estate Income Fund

1,458,849

179,025

200,222

67,956

1,339,895

Fidelity Series Small Cap Opportunities Fund

4,413,628

1,828,900

1,890,477

1,037

4,776,614

Total

$ 310,323,419

$ 132,765,542

$ 148,290,185

$ 3,146,255

$ 301,744,626

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $282,195,019. Net unrealized appreciation aggregated $19,549,607, of which $22,363,903 related to appreciated investment securities and $2,814,296 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Freedom 2010 Fund ®
Class A
Class T
Class B
Class C
Institutional Class

December 31, 2013

1.811320.109
AFF10-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 35.0%

Shares

Value

Commodity Funds - 1.9%

Fidelity Series Commodity Strategy Fund (a)(c)

2,090,453

$ 16,556,386

Domestic Equity Funds - 33.1%

Fidelity Advisor Equity Growth Fund Institutional Class (c)

301,369

26,833,856

Fidelity Advisor Series Equity-Income Fund (c)

4,057,597

50,070,745

Fidelity Advisor Series Growth & Income Fund (c)

3,446,600

44,702,402

Fidelity Advisor Series Growth Opportunities Fund (c)

2,478,511

26,123,505

Fidelity Advisor Series Opportunistic Insights Fund (c)

1,710,325

23,927,453

Fidelity Advisor Series Small Cap Fund (c)

1,370,126

14,413,720

Fidelity Advisor Series Stock Selector Large Cap Value Fund (c)

2,420,639

30,306,401

Fidelity Series 100 Index Fund (c)

1,125,345

13,549,148

Fidelity Series 1000 Value Index Fund (c)

533,082

5,533,387

Fidelity Series All-Sector Equity Fund (c)

2,642,810

37,686,469

Fidelity Series Real Estate Equity Fund (c)

300,338

3,537,985

Fidelity Series Small Cap Opportunities Fund (c)

1,283,526

17,263,419

TOTAL DOMESTIC EQUITY FUNDS

293,948,490

TOTAL DOMESTIC EQUITY FUNDS

(Cost $263,620,169)


310,504,876

International Equity Funds - 14.4%

 

 

 

 

Developed International Equity Funds - 11.3%

Fidelity Series International Growth Fund (c)

3,133,208

45,024,198

Fidelity Series International Small Cap Fund (c)

657,234

10,200,268

Fidelity Series International Value Fund (c)

3,978,416

44,637,830

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

99,862,296

Emerging Markets Equity Funds - 3.1%

Fidelity Series Emerging Markets Fund (c)

1,583,609

27,792,335

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $103,012,835)


127,654,631

Bond Funds - 35.9%

Shares

Value

High Yield Bond Funds - 7.7%

Fidelity Series Emerging Markets Debt Fund (c)

503,560

$ 5,060,773

Fidelity Series Floating Rate High Income Fund (c)

947,886

9,848,532

Fidelity Series High Income Fund (c)

4,710,746

49,321,515

Fidelity Series Real Estate Income Fund (c)

381,669

4,141,104

TOTAL HIGH YIELD BOND FUNDS

68,371,924

Inflation-Protected Bond Funds - 1.7%

Fidelity Series Inflation-Protected Bond Index Fund (c)

1,521,992

15,280,799

Investment Grade Bond Funds - 26.5%

Fidelity Series Investment Grade Bond Fund (c)

21,112,952

234,564,894

TOTAL BOND FUNDS

(Cost $317,666,109)


318,217,617

Short-Term Funds - 14.7%

 

 

 

 

Fidelity Advisor Short Fixed-Income Fund Institutional Class (c)

6,146,993

57,412,913

Fidelity Institutional Money Market Portfolio Institutional Class 0.04% (b)(c)

73,429,086

73,429,086

TOTAL SHORT-TERM FUNDS

(Cost $130,804,517)


130,841,999

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $815,103,630)

887,219,123

NET OTHER ASSETS (LIABILITIES) - 0.0%

(199,810 )

NET ASSETS - 100%

$ 887,019,313

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Advisor Equity Growth Fund Institutional Class

$ 37,256,333

$ 1,894,825

$ 20,371,829

$ -

$ 26,833,856

Fidelity Advisor Growth & Income Fund Institutional Class

19,844,540

464,881

22,020,009

-

-

Fidelity Advisor Large Cap Fund Institutional Class

20,021,126

608,263

24,176,130

-

-

Fidelity Advisor Series Equity-Income Fund

27,797,031

25,883,941

6,729,475

645,082

50,070,745

Fidelity Advisor Series Growth & Income Fund (formerly Fidelity Advisor Series Mega Cap Fund)

6,212,935

42,033,233

6,862,549

249,839

44,702,402

Fidelity Advisor Series Growth Opportunities Fund

-

27,637,293

2,919,781

10,004

26,123,505

Fidelity Advisor Series Opportunistic Insights Fund

19,617,134

4,005,070

4,619,679

-

23,927,453

Fidelity Advisor Series Small Cap Fund

-

15,270,159

1,603,839

11,067

14,413,720

Fidelity Advisor Series Stock Selector Large Cap Value Fund

27,908,639

6,159,473

6,847,037

268,058

30,306,401

Fidelity Advisor Short Fixed-Income Fund Institutional Class

51,871,108

12,950,618

7,287,665

319,840

57,412,913

Fidelity Advisor Small Cap Fund Institutional Class

15,266,503

723,877

18,334,928

-

-

Fidelity Institutional Money Market Portfolio Institutional Class

63,172,497

19,173,596

8,917,007

52,261

73,429,086

Fidelity Series 100 Index Fund

6,173,658

7,573,505

1,251,072

138,561

13,549,148

Fidelity Series 1000 Value Index Fund

-

5,405,672

76,722

18,770

5,533,387

Fidelity Series All-Sector Equity Fund

49,620,547

4,829,457

22,530,217

322,337

37,686,469

Fidelity Series Commodity Strategy Fund

46,125,134

6,544,098

31,588,550

-

16,556,386

Fidelity Series Emerging Markets Debt Fund

5,750,850

480,525

731,901

215,274

5,060,773

Fidelity Series Emerging Markets Fund

25,236,844

4,704,642

3,430,366

264,052

27,792,335

Fidelity Series Floating Rate High Income Fund

10,542,272

1,000,630

1,470,856

330,638

9,848,532

Fidelity Series High Income Fund

43,273,952

11,716,792

5,497,855

1,713,375

49,321,515

Fidelity Series Inflation-Protected Bond Index Fund

91,127,240

8,138,187

78,378,561

7,019

15,280,799

Fidelity Series International Growth Fund

42,059,080

4,577,001

7,004,074

304,980

45,024,198

Fidelity Series International Small Cap Fund

8,602,872

2,094,341

1,557,190

81,200

10,200,268

Fidelity Series International Value Fund

41,792,652

7,527,305

10,410,028

932,321

44,637,830

Fidelity Series Investment Grade Bond Fund

196,591,693

76,119,984

30,631,411

3,454,955

234,564,894

Fidelity Series Large Cap Value Fund

28,205,834

14,916,472

39,427,267

7,390,613

-

Fidelity Series Real Estate Equity Fund

4,145,322

467,388

692,847

57,850

3,537,985

Fidelity Series Real Estate Income Fund

4,736,681

453,748

736,126

216,295

4,141,104

Fidelity Series Small Cap Opportunities Fund

17,772,438

3,958,099

6,119,594

3,808

17,263,419

Total

$ 910,724,915

$ 317,313,075

$ 372,224,565

$ 17,008,199

$ 887,219,123

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $816,079,029. Net unrealized appreciation aggregated $71,140,094, of which $79,634,102 related to appreciated investment securities and $8,494,008 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Freedom 2015 Fund ®
Class A
Class T
Class B
Class C
Institutional Class

December 31, 2013

1.811321.109
AFF15-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 40.8%

Shares

Value

Commodity Funds - 2.2%

Fidelity Series Commodity Strategy Fund (a)(c)

5,294,275

$ 41,930,656

Domestic Equity Funds - 38.6%

Fidelity Advisor Equity Growth Fund Institutional Class (c)

759,084

67,588,830

Fidelity Advisor Series Equity-Income Fund (c)

10,788,333

133,128,025

Fidelity Advisor Series Growth & Income Fund (c)

8,325,271

107,978,759

Fidelity Advisor Series Growth Opportunities Fund (c)

6,164,003

64,968,589

Fidelity Advisor Series Opportunistic Insights Fund (c)

4,409,036

61,682,412

Fidelity Advisor Series Small Cap Fund (c)

3,509,845

36,923,569

Fidelity Advisor Series Stock Selector Large Cap Value Fund (c)

6,534,236

81,808,634

Fidelity Series 100 Index Fund (c)

2,598,382

31,284,524

Fidelity Series 1000 Value Index Fund (c)

1,200,398

12,460,128

Fidelity Series All-Sector Equity Fund (c)

6,558,514

93,524,413

Fidelity Series Real Estate Equity Fund (c)

677,187

7,977,264

Fidelity Series Small Cap Opportunities Fund (c)

3,312,255

44,549,823

TOTAL DOMESTIC EQUITY FUNDS

743,874,970

TOTAL DOMESTIC EQUITY FUNDS

(Cost $667,756,447)


785,805,626

International Equity Funds - 16.3%

 

 

 

 

Developed International Equity Funds - 13.0%

Fidelity Series International Growth Fund (c)

7,728,893

111,064,192

Fidelity Series International Small Cap Fund (c)

1,613,214

25,037,083

Fidelity Series International Value Fund (c)

10,173,667

114,148,549

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

250,249,824

Emerging Markets Equity Funds - 3.3%

Fidelity Series Emerging Markets Fund (c)

3,654,780

64,141,394

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $251,675,788)


314,391,218

Bond Funds - 32.8%

Shares

Value

High Yield Bond Funds - 7.9%

Fidelity Series Emerging Markets Debt Fund (c)

1,064,221

$ 10,695,421

Fidelity Series Floating Rate High Income Fund (c)

2,049,832

21,297,752

Fidelity Series High Income Fund (c)

10,529,338

110,242,165

Fidelity Series Real Estate Income Fund (c)

825,267

8,954,151

TOTAL HIGH YIELD BOND FUNDS

151,189,489

Inflation-Protected Bond Funds - 1.3%

Fidelity Series Inflation-Protected Bond Index Fund (c)

2,481,028

24,909,517

Investment Grade Bond Funds - 23.6%

Fidelity Series Investment Grade Bond Fund (c)

40,974,864

455,230,738

TOTAL BOND FUNDS

(Cost $628,747,352)


631,329,744

Short-Term Funds - 10.1%

 

 

 

 

Fidelity Advisor Short Fixed-Income Fund Institutional Class (c)

9,277,484

86,651,699

Fidelity Institutional Money Market Portfolio Institutional Class 0.04% (b)(c)

107,397,504

107,397,504

TOTAL SHORT-TERM FUNDS

(Cost $192,707,574)


194,049,203

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $1,740,887,161)


1,925,575,791

NET OTHER ASSETS (LIABILITIES) - 0.0%

(407,385 )

NET ASSETS - 100%

$ 1,925,168,406

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning
of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Advisor Equity Growth Fund Institutional Class

$ 84,657,466

$ 1,877,930

$ 37,429,966

$ -

$ 67,588,830

Fidelity Advisor Growth & Income Fund Institutional Class

44,873,207

488,411

49,209,139

-

-

Fidelity Advisor Large Cap Fund Institutional Class

45,274,051

582,756

53,855,519

-

-

Fidelity Advisor Series Equity-Income Fund

61,416,234

95,442,010

31,150,714

1,558,483

133,128,025

Fidelity Advisor Series Growth & Income Fund (formerly Fidelity Advisor Series Mega Cap Fund)

13,693,032

95,376,408

8,732,612

590,325

107,978,759

Fidelity Advisor Series Growth Opportunities Fund

-

62,688,927

1,089,645

24,875

64,968,589

Fidelity Advisor Series Opportunistic Insights Fund

43,357,108

20,332,992

13,395,015

-

61,682,412

Fidelity Advisor Series Small Cap Fund

-

36,521,368

1,444,888

28,376

36,923,569

Fidelity Advisor Series Stock Selector Large Cap Value Fund

61,668,338

26,127,133

12,995,610

721,727

81,808,634

Fidelity Advisor Short Fixed-Income Fund Institutional Class

86,474,459

10,142,298

9,764,520

507,324

86,651,699

Fidelity Advisor Small Cap Fund Institutional Class

34,707,632

1,111,372

41,122,318

-

-

Fidelity Institutional Money Market Portfolio Institutional Class

105,198,514

15,415,085

13,216,096

82,994

107,397,504

Fidelity Series 100 Index Fund

13,918,390

17,484,072

2,681,753

510,112

31,284,524

Fidelity Series 1000 Value Index Fund

-

12,209,429

210,121

42,259

12,460,128

Fidelity Series All-Sector Equity Fund

112,351,689

9,512,237

40,971,596

787,205

93,524,413

Fidelity Series Commodity Strategy Fund

105,007,756

12,917,264

66,005,594

-

41,930,656

Fidelity Series Emerging Markets Debt Fund

12,205,213

887,391

1,471,923

455,243

10,695,421

Fidelity Series Emerging Markets Fund

56,762,125

10,964,300

6,496,088

575,015

64,141,394

Fidelity Series Floating Rate High Income Fund

21,465,667

2,629,510

2,322,354

704,183

21,297,752

Fidelity Series High Income Fund

92,367,830

27,903,498

9,674,885

3,691,059

110,242,165

Fidelity Series Inflation-Protected Bond Index Fund

195,025,325

19,164,179

178,128,458

11,435

24,909,517

Fidelity Series International Growth Fund

94,342,991

15,705,197

11,543,713

749,886

111,064,192

Fidelity Series International Small Cap Fund

19,264,544

6,141,394

2,748,956

198,009

25,037,083

Fidelity Series International Value Fund

93,717,826

27,095,706

19,853,145

2,377,165

114,148,549

Fidelity Series Investment Grade Bond Fund

443,590,585

76,905,142

48,666,298

7,521,044

455,230,738

Fidelity Series Large Cap Value Fund

63,335,231

32,713,071

87,641,494

841,420

-

Fidelity Series Real Estate Equity Fund

9,445,628

766,625

1,393,924

129,745

7,977,264

Fidelity Series Real Estate Income Fund

11,099,419

1,020,730

2,442,705

495,262

8,954,151

Fidelity Series Small Cap Opportunities Fund

40,393,393

13,138,086

12,846,239

9,760

44,549,823

Total

$ 1,965,613,653

$ 653,264,521

$ 768,505,288

$ 22,612,906

$ 1,925,575,791

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $1,742,977,169. Net unrealized appreciation aggregated $182,598,622, of which $200,365,831 related to appreciated investment securities and $17,767,209 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Freedom 2020 Fund ®
Class A
Class T
Class B
Class C
Institutional Class

December 31, 2013

1.811328.109
AFF20-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 45.1%

Shares

Value

Commodity Funds - 2.3%

Fidelity Series Commodity Strategy Fund (a)(c)

9,801,906

$ 77,631,094

Domestic Equity Funds - 42.8%

Fidelity Advisor Equity Growth Fund Institutional Class (c)

1,517,991

135,161,951

Fidelity Advisor Series Equity-Income Fund (c)

21,062,147

259,906,891

Fidelity Advisor Series Growth & Income Fund (c)

16,259,365

210,883,961

Fidelity Advisor Series Growth Opportunities Fund (c)

11,492,366

121,129,541

Fidelity Advisor Series Opportunistic Insights Fund (c)

8,543,242

119,519,955

Fidelity Advisor Series Small Cap Fund (c)

6,610,137

69,538,644

Fidelity Advisor Series Stock Selector Large Cap Value Fund (c)

12,375,320

154,939,005

Fidelity Series 100 Index Fund (c)

5,993,043

72,156,241

Fidelity Series 1000 Value Index Fund (c)

2,238,077

23,231,234

Fidelity Series All-Sector Equity Fund (c)

12,461,976

177,707,778

Fidelity Series Real Estate Equity Fund (c)

1,316,648

15,510,119

Fidelity Series Small Cap Opportunities Fund (c)

6,463,142

86,929,255

TOTAL DOMESTIC EQUITY FUNDS

1,446,614,575

TOTAL DOMESTIC EQUITY FUNDS

(Cost $1,302,510,326)


1,524,245,669

International Equity Funds - 18.2%

 

 

 

 

Developed International Equity Funds - 14.1%

Fidelity Series International Growth Fund (c)

15,216,366

218,659,186

Fidelity Series International Small Cap Fund (c)

2,667,688

41,402,512

Fidelity Series International Value Fund (c)

19,145,918

214,817,195

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

474,878,893

Emerging Markets Equity Funds - 4.1%

Fidelity Series Emerging Markets Fund (c)

7,979,848

140,046,331

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $501,488,275)


614,925,224

Bond Funds - 30.3%

Shares

Value

High Yield Bond Funds - 8.1%

Fidelity Series Emerging Markets Debt Fund (c)

2,217,805

$ 22,288,945

Fidelity Series Floating Rate High Income Fund (c)

3,408,821

35,417,650

Fidelity Series High Income Fund (c)

18,987,625

198,800,432

Fidelity Series Real Estate Income Fund (c)

1,446,210

15,691,382

TOTAL HIGH YIELD BOND FUNDS

272,198,409

Inflation-Protected Bond Funds - 0.9%

Fidelity Series Inflation-Protected Bond Index Fund (c)

3,011,737

30,237,841

Investment Grade Bond Funds - 21.3%

Fidelity Series Investment Grade Bond Fund (c)

64,942,248

721,508,379

TOTAL BOND FUNDS

(Cost $1,030,545,996)


1,023,944,629

Short-Term Funds - 6.4%

 

 

 

 

Fidelity Advisor Short Fixed-Income Fund Institutional Class (c)

10,465,957

97,752,040

Fidelity Institutional Money Market Portfolio Institutional Class 0.04% (b)(c)

119,529,062

119,529,062

TOTAL SHORT-TERM FUNDS

(Cost $216,323,190)


217,281,102

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $3,050,867,787)

3,380,396,624

NET OTHER ASSETS (LIABILITIES) - 0.0%

(709,251 )

NET ASSETS - 100%

$ 3,379,687,373

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Advisor Equity Growth Fund Institutional Class

$ 154,490,981

$ 4,591,592

$ 58,545,703

$ -

$ 135,161,951

Fidelity Advisor Growth & Income Fund Institutional Class

82,252,688

1,179,659

90,548,966

-

-

Fidelity Advisor Large Cap Fund Institutional Class

82,897,919

1,489,293

99,191,680

-

-

Fidelity Advisor Series Equity-Income Fund

112,102,324

180,431,722

46,242,213

2,953,152

259,906,891

Fidelity Advisor Series Growth & Income Fund (formerly Fidelity Advisor Series Mega Cap Fund)

25,056,657

182,642,154

11,786,653

1,132,632

210,883,961

Fidelity Advisor Series Growth Opportunities Fund

-

116,904,633

2,058,022

46,422

121,129,541

Fidelity Advisor Series Opportunistic Insights Fund

79,114,060

36,559,803

17,520,205

-

119,519,955

Fidelity Advisor Series Small Cap Fund

-

67,281,079

1,191,255

53,392

69,538,644

Fidelity Advisor Series Stock Selector Large Cap Value Fund

112,492,720

50,812,762

21,130,943

1,367,708

154,939,005

Fidelity Advisor Short Fixed-Income Fund Institutional Class

99,769,271

16,612,148

18,416,407

618,507

97,752,040

Fidelity Advisor Small Cap Fund Institutional Class

63,218,442

2,242,507

75,261,971

-

-

Fidelity Institutional Money Market Portfolio Institutional Class

121,613,151

20,220,217

22,304,306

101,326

119,529,062

Fidelity Series 100 Index Fund

25,520,060

47,353,716

5,798,417

1,341,643

72,156,241

Fidelity Series 1000 Value Index Fund

-

22,766,788

395,272

78,863

23,231,234

Fidelity Series All-Sector Equity Fund

206,104,762

18,946,627

70,574,511

1,498,134

177,707,778

Fidelity Series Commodity Strategy Fund

192,966,991

25,296,441

122,335,385

-

77,631,094

Fidelity Series Emerging Markets Debt Fund

24,323,444

2,428,707

2,586,274

928,650

22,288,945

Fidelity Series Emerging Markets Fund

104,167,314

39,811,877

9,869,053

1,165,817

140,046,331

Fidelity Series Floating Rate High Income Fund

35,417,859

4,195,772

3,396,109

1,161,142

35,417,650

Fidelity Series High Income Fund

176,298,804

43,803,082

20,602,319

6,969,283

198,800,432

Fidelity Series Inflation-Protected Bond Index Fund

270,384,921

36,838,248

261,592,606

14,515

30,237,841

Fidelity Series International Growth Fund

172,481,169

40,878,051

18,317,497

1,411,701

218,659,186

Fidelity Series International Small Cap Fund

35,093,991

6,284,632

4,444,652

327,080

41,402,512

Fidelity Series International Value Fund

170,880,200

38,942,142

19,428,861

4,303,513

214,817,195

Fidelity Series Investment Grade Bond Fund

714,114,976

99,834,719

65,365,546

12,389,690

721,508,379

Fidelity Series Large Cap Value Fund

117,278,679

61,460,009

163,054,730

31,126,806

-

Fidelity Series Real Estate Equity Fund

17,572,853

1,649,031

2,105,285

248,743

15,510,119

Fidelity Series Real Estate Income Fund

19,257,908

2,645,375

4,898,394

890,629

15,691,382

Fidelity Series Small Cap Opportunities Fund

73,572,021

24,710,767

18,549,564

19,228

86,929,255

Total

$ 3,288,444,165

$ 1,198,813,553

$ 1,257,512,799

$ 70,148,576

$ 3,380,396,624

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $3,053,147,743. Net unrealized appreciation aggregated $327,248,881, of which $363,149,053 related to appreciated investment securities and $35,900,172 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Freedom 2025 Fund ®
Class A
Class T
Class B
Class C
Institutional Class

December 31, 2013

1.811335.109
AFF25-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 51.9%

Shares

Value

Commodity Funds - 2.1%

Fidelity Series Commodity Strategy Fund (a)(c)

8,645,529

$ 68,472,588

Domestic Equity Funds - 49.8%

Fidelity Advisor Equity Growth Fund Institutional Class (c)

1,746,077

155,470,733

Fidelity Advisor Series Equity-Income Fund (c)

23,152,955

285,707,463

Fidelity Advisor Series Growth & Income Fund (c)

17,375,875

225,365,098

Fidelity Advisor Series Growth Opportunities Fund (c)

13,143,193

138,529,256

Fidelity Advisor Series Opportunistic Insights Fund (c)

9,135,119

127,800,310

Fidelity Advisor Series Small Cap Fund (c)

7,321,390

77,021,025

Fidelity Advisor Series Stock Selector Large Cap Value Fund (c)

13,766,122

172,351,852

Fidelity Series 100 Index Fund (c)

6,700,096

80,669,153

Fidelity Series 1000 Value Index Fund (c)

2,560,721

26,580,282

Fidelity Series All-Sector Equity Fund (c)

13,862,886

197,684,748

Fidelity Series Real Estate Equity Fund (c)

1,513,094

17,824,249

Fidelity Series Small Cap Opportunities Fund (c)

7,215,257

97,045,200

TOTAL DOMESTIC EQUITY FUNDS

1,602,049,369

TOTAL DOMESTIC EQUITY FUNDS

(Cost $1,421,959,363)


1,670,521,957

International Equity Funds - 22.0%

 

 

 

 

Developed International Equity Funds - 17.1%

Fidelity Series International Growth Fund (c)

17,374,617

249,673,247

Fidelity Series International Small Cap Fund (c)

3,245,121

50,364,275

Fidelity Series International Value Fund (c)

22,419,688

251,548,897

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

551,586,419

Emerging Markets Equity Funds - 4.9%

Fidelity Series Emerging Markets Fund (c)

8,917,942

156,509,877

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $583,934,915)


708,096,296

Bond Funds - 25.7%

Shares

Value

High Yield Bond Funds - 8.3%

Fidelity Series Emerging Markets Debt Fund (c)

2,095,981

$ 21,064,611

Fidelity Series Floating Rate High Income Fund (c)

2,790,718

28,995,561

Fidelity Series High Income Fund (c)

19,315,592

202,234,245

Fidelity Series Real Estate Income Fund (c)

1,374,763

14,916,181

TOTAL HIGH YIELD BOND FUNDS

267,210,598

Inflation-Protected Bond Funds - 0.5%

Fidelity Series Inflation-Protected Bond Index Fund (c)

1,610,178

16,166,188

Investment Grade Bond Funds - 16.9%

Fidelity Series Investment Grade Bond Fund (c)

48,863,603

542,874,624

TOTAL BOND FUNDS

(Cost $827,835,906)


826,251,410

Short-Term Funds - 0.4%

 

 

 

 

Fidelity Advisor Short Fixed-Income Fund Institutional Class (c)

541,138

5,054,230

Fidelity Institutional Money Market Portfolio Institutional Class 0.04% (b)(c)

6,390,073

6,390,073

TOTAL SHORT-TERM FUNDS

(Cost $11,410,964)


11,444,303

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $2,845,141,148)

3,216,313,966

NET OTHER ASSETS (LIABILITIES) - 0.0%

(637,647 )

NET ASSETS - 100%

$ 3,215,676,319

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Advisor Equity Growth Fund Institutional Class

$ 168,222,574

$ 10,037,937

$ 61,771,418

$ -

$ 155,470,733

Fidelity Advisor Growth & Income Fund Institutional Class

89,324,444

2,811,266

99,939,107

-

-

Fidelity Advisor Large Cap Fund Institutional Class

90,137,343

3,660,575

110,306,363

-

-

Fidelity Advisor Series Equity-Income Fund

118,699,060

169,260,182

16,806,193

3,239,331

285,707,463

Fidelity Advisor Series Growth & Income Fund (Formerly Fidelity Advisor Series Mega Cap Fund)

26,284,215

192,559,274

9,400,986

1,233,577

225,365,098

Fidelity Advisor Series Growth Opportunities Fund

-

133,611,642

2,263,156

53,013

138,529,256

Fidelity Advisor Series Opportunistic Insights Fund

83,888,742

31,717,079

11,109,670

-

127,800,310

Fidelity Advisor Series Small Cap Fund

-

74,436,122

1,271,006

59,050

77,021,025

Fidelity Advisor Series Stock Selector Large Cap Value Fund

119,562,234

55,221,825

16,331,886

1,496,503

172,351,852

Fidelity Advisor Short Fixed-Income Fund Institutional Class

9,663,635

4,738,682

9,336,504

63,547

5,054,230

Fidelity Advisor Small Cap Fund Institutional Class

68,924,591

4,099,143

83,998,637

-

-

Fidelity Institutional Money Market Portfolio Institutional Class

11,776,143

5,396,427

10,782,497

10,560

6,390,073

Fidelity Series 100 Index Fund

27,794,239

51,785,539

4,168,984

970,990

80,669,153

Fidelity Series 1000 Value Index Fund

-

26,032,108

434,338

90,101

26,580,282

Fidelity Series All-Sector Equity Fund

223,124,251

26,092,004

77,664,304

1,662,754

197,684,748

Fidelity Series Commodity Strategy Fund

209,981,372

37,279,359

158,593,487

-

68,472,588

Fidelity Series Emerging Markets Debt Fund

21,302,722

3,064,190

1,635,861

837,279

21,064,611

Fidelity Series Emerging Markets Fund

111,535,501

45,588,635

7,161,666

1,379,300

156,509,877

Fidelity Series Floating Rate High Income Fund

26,695,868

4,921,152

1,992,554

892,562

28,995,561

Fidelity Series High Income Fund

202,125,088

27,891,284

27,198,781

8,267,060

202,234,245

Fidelity Series Inflation-Protected Bond Index Fund

157,454,593

29,874,774

162,206,130

8,087

16,166,188

Fidelity Series International Growth Fund

184,869,495

52,213,309

14,215,446

1,610,157

249,673,247

Fidelity Series International Small Cap Fund

37,686,968

10,661,755

3,028,082

395,173

50,364,275

Fidelity Series International Value Fund

183,537,602

55,551,691

14,998,992

5,094,831

251,548,897

Fidelity Series Investment Grade Bond Fund

501,358,646

95,736,942

34,942,655

8,987,764

542,874,624

Fidelity Series Large Cap Value Fund

126,349,210

72,904,036

180,844,898

1,793,965

-

Fidelity Series Real Estate Equity Fund

18,637,135

2,678,052

1,713,877

278,214

17,824,249

Fidelity Series Real Estate Income Fund

15,704,734

2,310,274

1,990,833

766,925

14,916,181

Fidelity Series Small Cap Opportunities Fund

80,339,838

26,037,056

17,295,582

21,691

97,045,200

Total

$ 2,914,980,243

$ 1,258,172,314

$ 1,143,403,893

$ 39,212,434

$ 3,216,313,966

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $2,848,289,903. Net unrealized appreciation aggregated $368,024,063, of which $395,749,979 related to appreciated investment securities and $27,725,916 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Freedom 2030 Fund ®
Class A
Class T
Class B
Class C
Institutional Class

December 31, 2013

1.811336.109
AFF30-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 60.9%

Shares

Value

Commodity Funds - 2.6%

Fidelity Series Commodity Strategy Fund (a)(b)

10,382,895

$ 82,232,526

Domestic Equity Funds - 58.3%

Fidelity Advisor Equity Growth Fund Institutional Class (b)

1,960,672

174,578,279

Fidelity Advisor Series Equity-Income Fund (b)

28,201,014

348,000,512

Fidelity Advisor Series Growth & Income Fund (b)

17,935,935

232,629,083

Fidelity Advisor Series Growth Opportunities Fund (b)

14,668,545

154,606,465

Fidelity Advisor Series Opportunistic Insights Fund (b)

11,513,556

161,074,647

Fidelity Advisor Series Small Cap Fund (b)

7,902,296

83,132,152

Fidelity Advisor Series Stock Selector Large Cap Value Fund (b)

18,332,337

229,520,857

Fidelity Series 100 Index Fund (b)

7,887,277

94,962,817

Fidelity Series 1000 Value Index Fund (b)

2,957,052

30,694,203

Fidelity Series All-Sector Equity Fund (b)

15,928,067

227,134,229

Fidelity Series Real Estate Equity Fund (b)

1,577,877

18,587,388

Fidelity Series Small Cap Opportunities Fund (b)

8,688,268

116,857,207

TOTAL DOMESTIC EQUITY FUNDS

1,871,777,839

TOTAL DOMESTIC EQUITY FUNDS

(Cost $1,692,734,295)


1,954,010,365

International Equity Funds - 25.8%

 

 

 

 

Developed International Equity Funds - 20.1%

Fidelity Series International Growth Fund (b)

20,602,385

296,056,267

Fidelity Series International Small Cap Fund (b)

3,814,789

59,205,530

Fidelity Series International Value Fund (b)

25,990,538

291,613,833

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

646,875,630

 

Shares

Value

Emerging Markets Equity Funds - 5.7%

Fidelity Series Emerging Markets Fund (b)

10,401,537

$ 182,546,976

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $697,855,625)


829,422,606

Bond Funds - 13.3%

 

 

 

 

High Yield Bond Funds - 8.5%

Fidelity Series Emerging Markets Debt Fund (b)

2,140,355

21,510,563

Fidelity Series Floating Rate High Income Fund (b)

2,598,530

26,998,721

Fidelity Series High Income Fund (b)

20,006,519

209,468,258

Fidelity Series Real Estate Income Fund (b)

1,368,272

14,845,756

TOTAL HIGH YIELD BOND FUNDS

272,823,298

Inflation-Protected Bond Funds - 0.1%

Fidelity Series Inflation-Protected Bond Index Fund (b)

303,142

3,043,547

Investment Grade Bond Funds - 4.7%

Fidelity Series Investment Grade Bond Fund (b)

13,686,294

152,054,721

TOTAL BOND FUNDS

(Cost $417,594,619)


427,921,566

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $2,808,184,539)

3,211,354,537

NET OTHER ASSETS (LIABILITIES) - 0.0%

(645,830 )

NET ASSETS - 100%

$ 3,210,708,707

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Advisor Equity Growth Fund Institutional Class

$ 179,689,389

$ 17,934,407

$ 64,615,355

$ -

$ 174,578,279

Fidelity Advisor Growth & Income Fund Institutional Class

95,214,795

1,721,067

105,161,542

-

-

Fidelity Advisor Large Cap Fund Institutional Class

96,135,812

2,330,496

115,915,404

-

-

Fidelity Advisor Series Equity-Income Fund

126,635,001

224,785,371

18,777,854

3,652,449

348,000,512

Fidelity Advisor Series Growth & Income Fund (formerly Fidelity Advisor Series Mega Cap Fund)

28,043,155

199,245,095

10,884,410

1,284,377

232,629,083

Fidelity Advisor Series Growth Opportunities Fund

-

148,492,959

1,737,768

59,260

154,606,465

Fidelity Advisor Series Opportunistic Insights Fund

89,481,574

57,899,633

11,780,278

-

161,074,647

Fidelity Advisor Series Small Cap Fund

-

80,518,132

1,516,805

63,855

83,132,152

Fidelity Advisor Series Stock Selector Large Cap Value Fund

127,546,729

109,164,356

21,343,582

2,045,773

229,520,857

Fidelity Advisor Small Cap Fund Institutional Class

73,801,869

2,755,842

88,170,659

-

-

Fidelity Series 100 Index Fund

29,526,733

66,600,738

7,136,591

1,785,489

94,962,817

Fidelity Series 1000 Value Index Fund

-

30,182,082

537,990

95,382

30,694,203

Fidelity Series All-Sector Equity Fund

237,970,708

32,613,473

70,358,633

1,859,675

227,134,229

Fidelity Series Commodity Strategy Fund

223,024,825

39,691,005

159,032,971

-

82,232,526

Fidelity Series Emerging Markets Debt Fund

21,567,139

3,394,471

1,773,619

840,658

21,510,563

Fidelity Series Emerging Markets Fund

119,091,201

68,079,283

11,975,733

1,730,315

182,546,976

Fidelity Series Floating Rate High Income Fund

24,857,076

4,885,687

2,165,875

829,436

26,998,721

Fidelity Series High Income Fund

206,384,861

28,630,013

24,893,025

8,445,154

209,468,258

Fidelity Series Inflation-Protected Bond Index Fund

75,072,305

18,748,477

86,701,916

2,385

3,043,547

Fidelity Series International Growth Fund

197,193,583

91,276,700

21,384,924

1,994,725

296,056,267

Fidelity Series International Small Cap Fund

40,156,611

16,879,702

3,384,322

411,482

59,205,530

Fidelity Series International Value Fund

195,575,080

88,253,941

21,133,244

5,913,342

291,613,833

Fidelity Series Investment Grade Bond Fund

513,272,085

92,728,039

437,730,707

7,607,056

152,054,721

Fidelity Series Large Cap Value Fund

134,229,504

74,944,915

189,628,457

37,657,875

-

Fidelity Series Real Estate Equity Fund

19,848,733

2,645,920

2,039,123

291,932

18,587,388

Fidelity Series Real Estate Income Fund

14,357,770

2,659,141

1,136,312

723,118

14,845,756

Fidelity Series Small Cap Opportunities Fund

85,867,813

36,758,423

14,495,773

23,161

116,857,207

Total

$ 2,954,544,351

$ 1,543,819,368

$ 1,495,412,872

$ 77,316,899

$ 3,211,354,537

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $2,811,077,167. Net unrealized appreciation aggregated $400,277,370, of which $416,122,080 related to appreciated investment securities and $15,844,710 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Freedom 2035 Fund ®
Class A
Class T
Class B
Class C
Institutional Class

December 31, 2013

1.811337.109
AFF35-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.2%

Shares

Value

Commodity Funds - 2.3%

Fidelity Series Commodity Strategy Fund (a)(b)

6,992,765

$ 55,382,701

Domestic Equity Funds - 60.9%

Fidelity Advisor Equity Growth Fund Institutional Class (b)

1,537,927

136,937,053

Fidelity Advisor Series Equity-Income Fund (b)

21,383,618

263,873,844

Fidelity Advisor Series Growth & Income Fund (b)

14,051,118

182,242,995

Fidelity Advisor Series Growth Opportunities Fund (b)

11,607,156

122,339,427

Fidelity Advisor Series Opportunistic Insights Fund (b)

7,873,357

110,148,264

Fidelity Advisor Series Small Cap Fund (b)

6,496,929

68,347,698

Fidelity Advisor Series Stock Selector Large Cap Value Fund (b)

13,708,238

171,627,137

Fidelity Series 100 Index Fund (b)

6,092,523

73,353,982

Fidelity Series 1000 Value Index Fund (b)

2,260,946

23,468,617

Fidelity Series All-Sector Equity Fund (b)

12,886,264

183,758,121

Fidelity Series Real Estate Equity Fund (b)

1,333,195

15,705,037

Fidelity Series Small Cap Opportunities Fund (b)

6,599,634

88,765,079

TOTAL DOMESTIC EQUITY FUNDS

1,440,567,254

TOTAL DOMESTIC EQUITY FUNDS

(Cost $1,282,698,975)


1,495,949,955

International Equity Funds - 26.9%

 

 

 

 

Developed International Equity Funds - 21.0%

Fidelity Series International Growth Fund (b)

15,676,297

225,268,389

Fidelity Series International Small Cap Fund (b)

2,949,385

45,774,456

Fidelity Series International Value Fund (b)

19,974,091

224,109,297

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

495,152,142

 

Shares

Value

Emerging Markets Equity Funds - 5.9%

Fidelity Series Emerging Markets Fund (b)

7,994,313

$ 140,300,188

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $529,271,999)


635,452,330

Bond Funds - 9.9%

 

 

 

 

High Yield Bond Funds - 8.4%

Fidelity Series Emerging Markets Debt Fund (b)

1,579,471

15,873,685

Fidelity Series Floating Rate High Income Fund (b)

1,667,292

17,323,161

Fidelity Series High Income Fund (b)

14,834,864

155,321,022

Fidelity Series Real Estate Income Fund (b)

1,008,337

10,940,456

TOTAL HIGH YIELD BOND FUNDS

199,458,324

Inflation-Protected Bond Funds - 0.0%

Fidelity Series Inflation-Protected Bond Index Fund (b)

0

0

Investment Grade Bond Funds - 1.5%

Fidelity Series Investment Grade Bond Fund (b)

3,163,813

35,149,961

TOTAL BOND FUNDS

(Cost $227,078,101)


234,608,285

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $2,039,049,075)

2,366,010,570

NET OTHER ASSETS (LIABILITIES) - 0.0%

(446,028 )

NET ASSETS - 100%

$ 2,365,564,542

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Advisor Equity Growth Fund Institutional Class

$ 146,037,675

$ 8,552,529

$ 51,825,500

$ -

$ 136,937,053

Fidelity Advisor Growth & Income Fund Institutional Class

77,536,597

2,512,472

86,810,609

-

-

Fidelity Advisor Large Cap Fund Institutional Class

78,302,498

3,348,667

96,086,314

-

-

Fidelity Advisor Series Equity-Income Fund

101,253,648

160,922,545

10,379,540

2,818,696

263,873,844

Fidelity Advisor Series Growth & Income Fund (Formerly Fidelity Advisor Series Mega Cap Fund)

22,423,472

154,719,556

7,980,788

1,025,751

182,242,995

Fidelity Advisor Series Growth Opportunities Fund

-

118,041,843

2,043,246

46,798

122,339,427

Fidelity Advisor Series Opportunistic Insights Fund

71,567,575

25,861,258

7,223,522

-

110,148,264

Fidelity Advisor Series Small Cap Fund

-

66,087,128

1,146,926

52,378

68,347,698

Fidelity Advisor Series Stock Selector Large Cap Value Fund

101,988,948

69,463,643

11,387,674

1,506,611

171,627,137

Fidelity Advisor Small Cap Fund Institutional Class

60,006,024

3,301,305

72,928,093

-

-

Fidelity Series 100 Index Fund

24,100,686

47,653,818

3,037,424

866,703

73,353,982

Fidelity Series 1000 Value Index Fund

-

22,994,638

393,467

79,525

23,468,617

Fidelity Series All-Sector Equity Fund

193,432,696

24,098,967

56,011,831

1,544,101

183,758,121

Fidelity Series Commodity Strategy Fund

182,349,768

37,764,191

146,715,469

-

55,382,701

Fidelity Series Emerging Markets Debt Fund

15,061,340

2,971,964

981,181

596,742

15,873,685

Fidelity Series Emerging Markets Fund

96,441,362

44,953,568

7,154,828

1,309,643

140,300,188

Fidelity Series Floating Rate High Income Fund

15,821,013

3,051,377

1,174,278

531,108

17,323,161

Fidelity Series High Income Fund

143,718,637

23,897,022

11,890,950

6,003,709

155,321,022

Fidelity Series Inflation-Protected Bond Index Fund

-

337,603

335,204

9

-

Fidelity Series International Growth Fund

159,255,463

56,869,807

14,443,352

1,519,242

225,268,389

Fidelity Series International Small Cap Fund

32,344,142

11,626,100

2,643,008

342,963

45,774,456

Fidelity Series International Value Fund

157,641,894

53,273,928

10,580,773

4,450,466

224,109,297

Fidelity Series Investment Grade Bond Fund

200,160,305

46,134,220

204,693,237

3,101,994

35,149,961

Fidelity Series Large Cap Value Fund

109,701,861

64,514,597

157,777,784

1,584,677

-

Fidelity Series Real Estate Equity Fund

16,098,520

2,622,256

1,464,414

243,588

15,705,037

Fidelity Series Real Estate Income Fund

9,212,263

3,052,890

627,834

494,891

10,940,456

Fidelity Series Small Cap Opportunities Fund

69,819,611

23,497,237

11,492,012

18,406

88,765,079

Total

$ 2,084,275,998

$ 1,082,125,129

$ 979,229,255

$ 28,138,001

$ 2,366,010,570

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $2,041,359,188. Net unrealized appreciation aggregated $324,651,382, of which $333,945,619 related to appreciated investment securities and $9,294,237 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Freedom 2040 Fund ®
Class A
Class T
Class B
Class C
Institutional Class

December 31, 2013

1.811338.109
AFF40-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.2%

Shares

Value

Commodity Funds - 2.3%

Fidelity Series Commodity Strategy Fund (a)(b)

6,652,547

$ 52,688,169

Domestic Equity Funds - 60.9%

Fidelity Advisor Equity Growth Fund Institutional Class (b)

1,511,329

134,568,767

Fidelity Advisor Series Equity-Income Fund (b)

20,311,331

250,641,826

Fidelity Advisor Series Growth & Income Fund (b)

13,788,029

178,830,734

Fidelity Advisor Series Growth Opportunities Fund (b)

11,458,530

120,772,908

Fidelity Advisor Series Opportunistic Insights Fund (b)

7,459,117

104,353,047

Fidelity Advisor Series Small Cap Fund (b)

6,380,739

67,125,377

Fidelity Advisor Series Stock Selector Large Cap Value Fund (b)

12,776,576

159,962,735

Fidelity Series 100 Index Fund (b)

5,852,445

70,463,434

Fidelity Series 1000 Value Index Fund (b)

2,239,144

23,242,314

Fidelity Series All-Sector Equity Fund (b)

12,276,003

175,055,806

Fidelity Series Real Estate Equity Fund (b)

1,306,559

15,391,267

Fidelity Series Small Cap Opportunities Fund (b)

6,338,601

85,254,182

TOTAL DOMESTIC EQUITY FUNDS

1,385,662,397

TOTAL DOMESTIC EQUITY FUNDS

(Cost $1,240,093,611)


1,438,350,566

International Equity Funds - 26.9%

 

 

 

 

Developed International Equity Funds - 21.0%

Fidelity Series International Growth Fund (b)

15,142,502

217,597,756

Fidelity Series International Small Cap Fund (b)

2,843,863

44,136,755

Fidelity Series International Value Fund (b)

19,166,249

215,045,317

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

476,779,828

 

Shares

Value

Emerging Markets Equity Funds - 5.9%

Fidelity Series Emerging Markets Fund (b)

7,658,551

$ 134,407,575

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $505,259,384)


611,187,403

Bond Funds - 9.9%

 

 

 

 

High Yield Bond Funds - 8.4%

Fidelity Series Emerging Markets Debt Fund (b)

1,517,621

15,252,088

Fidelity Series Floating Rate High Income Fund (b)

1,453,853

15,105,528

Fidelity Series High Income Fund (b)

14,264,039

149,344,487

Fidelity Series Real Estate Income Fund (b)

969,978

10,524,266

TOTAL HIGH YIELD BOND FUNDS

190,226,369

Investment Grade Bond Funds - 1.5%

Fidelity Series Investment Grade Bond Fund (b)

3,178,406

35,312,094

TOTAL BOND FUNDS

(Cost $219,665,658)


225,538,463

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $1,965,018,653)

2,275,076,432

NET OTHER ASSETS (LIABILITIES) - 0.0%

(448,470 )

NET ASSETS - 100%

$ 2,274,627,962

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Advisor Equity Growth Fund Institutional Class

$ 143,673,712

$ 7,052,607

$ 49,923,001

$ -

$ 134,568,767

Fidelity Advisor Growth & Income Fund Institutional Class

75,975,139

2,089,336

84,711,075

-

-

Fidelity Advisor Large Cap Fund Institutional Class

76,812,641

2,755,612

93,831,945

-

-

Fidelity Advisor Series Equity-Income Fund

100,676,220

147,848,988

9,868,688

2,753,808

250,641,826

Fidelity Advisor Series Growth & Income Fund (formerly Fidelity Advisor Series Mega Cap Fund)

22,294,860

151,714,468

8,096,713

1,011,033

178,830,734

Fidelity Advisor Series Growth Opportunities Fund

-

116,732,706

2,232,052

46,299

120,772,908

Fidelity Advisor Series Opportunistic Insights Fund

71,158,645

20,576,135

7,057,007

975,853

104,353,047

Fidelity Advisor Series Small Cap Fund

-

65,018,119

1,247,760

51,553

67,125,377

Fidelity Advisor Series Stock Selector Large Cap Value Fund

101,402,797

59,123,166

12,163,644

1,409,938

159,962,735

Fidelity Advisor Small Cap Fund Institutional Class

59,092,069

2,731,926

71,334,284

-

-

Fidelity Series 100 Index Fund

23,560,024

45,106,960

2,724,210

776,052

70,463,434

Fidelity Series 1000 Value Index Fund

-

22,813,110

431,626

78,931

23,242,314

Fidelity Series All-Sector Equity Fund

189,472,856

21,895,719

58,667,223

1,474,237

175,055,806

Fidelity Series Commodity Strategy Fund

180,115,990

34,812,463

144,564,486

-

52,688,169

Fidelity Series Emerging Markets Debt Fund

14,730,822

2,684,601

1,014,943

576,836

15,252,088

Fidelity Series Emerging Markets Fund

94,763,737

40,831,673

7,384,036

1,261,826

134,407,575

Fidelity Series Floating Rate High Income Fund

13,987,354

2,541,820

1,091,327

477,006

15,105,528

Fidelity Series High Income Fund

141,548,587

20,111,199

11,867,469

5,836,725

149,344,487

Fidelity Series International Growth Fund

156,546,342

51,149,018

13,213,520

1,463,870

217,597,756

Fidelity Series International Small Cap Fund

31,795,611

10,639,751

2,683,178

330,036

44,136,755

Fidelity Series International Value Fund

154,936,713

48,554,822

11,799,872

4,286,675

215,045,317

Fidelity Series Investment Grade Bond Fund

167,049,065

29,989,823

156,385,725

2,535,186

35,312,094

Fidelity Series Large Cap Value Fund

106,490,192

63,167,719

153,226,005

31,190,377

-

Fidelity Series Real Estate Equity Fund

15,629,519

2,630,580

1,353,965

239,010

15,391,267

Fidelity Series Real Estate Income Fund

8,218,795

3,539,589

598,274

455,987

10,524,266

Fidelity Series Small Cap Opportunities Fund

68,837,714

20,923,177

11,320,341

18,033

85,254,182

Total

$ 2,018,769,404

$ 997,035,087

$ 918,792,369

$ 57,249,271

$ 2,275,076,432

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $1,967,315,997. Net unrealized appreciation aggregated $307,760,435, of which $316,912,925 related to appreciated investment securities and $9,152,490 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Freedom 2045 Fund ®
Class A
Class T
Class B
Class C
Institutional Class

December 31, 2013

1.843408.107
AFF45-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.2%

Shares

Value

Commodity Funds - 2.3%

Fidelity Series Commodity Strategy Fund (a)(b)

3,208,390

$ 25,410,451

Domestic Equity Funds - 60.9%

Fidelity Advisor Equity Growth Fund Institutional Class (b)

743,479

66,199,351

Fidelity Advisor Series Equity-Income Fund (b)

9,604,511

118,519,663

Fidelity Advisor Series Growth & Income Fund (b)

7,237,669

93,872,563

Fidelity Advisor Series Growth Opportunities Fund (b)

5,677,707

59,843,027

Fidelity Advisor Series Opportunistic Insights Fund (b)

3,472,312

48,577,645

Fidelity Advisor Series Small Cap Fund (b)

3,129,461

32,921,926

Fidelity Advisor Series Stock Selector Large Cap Value Fund (b)

6,045,499

75,689,648

Fidelity Series 100 Index Fund (b)

2,837,597

34,164,671

Fidelity Series 1000 Value Index Fund (b)

1,106,726

11,487,819

Fidelity Series All-Sector Equity Fund (b)

5,730,316

81,714,300

Fidelity Series Real Estate Equity Fund (b)

659,917

7,773,820

Fidelity Series Small Cap Opportunities Fund (b)

3,052,902

41,061,532

TOTAL DOMESTIC EQUITY FUNDS

671,825,965

TOTAL DOMESTIC EQUITY FUNDS

(Cost $595,014,223)


697,236,416

International Equity Funds - 26.9%

 

 

 

 

Developed International Equity Funds - 20.9%

Fidelity Series International Growth Fund (b)

7,307,248

105,005,147

Fidelity Series International Small Cap Fund (b)

1,355,877

21,043,214

Fidelity Series International Value Fund (b)

9,311,628

104,476,468

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

230,524,829

 

Shares

Value

Emerging Markets Equity Funds - 6.0%

Fidelity Series Emerging Markets Fund (b)

3,747,676

$ 65,771,710

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $247,269,336)


296,296,539

Bond Funds - 9.9%

 

 

 

 

High Yield Bond Funds - 8.0%

Fidelity Series Emerging Markets Debt Fund (b)

735,926

7,396,055

Fidelity Series Floating Rate High Income Fund (b)

365,763

3,800,281

Fidelity Series High Income Fund (b)

6,918,316

72,434,764

Fidelity Series Real Estate Income Fund (b)

470,085

5,100,426

TOTAL HIGH YIELD BOND FUNDS

88,731,526

Investment Grade Bond Funds - 1.9%

Fidelity Series Investment Grade Bond Fund (b)

1,853,874

20,596,540

TOTAL BOND FUNDS

(Cost $105,928,797)


109,328,066

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $948,212,356)

1,102,861,021

NET OTHER ASSETS (LIABILITIES) - 0.0%

(190,972 )

NET ASSETS - 100%

$ 1,102,670,049

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Advisor Equity Growth Fund Institutional Class

$ 66,669,108

$ 6,996,245

$ 23,758,750

$ -

$ 66,199,351

Fidelity Advisor Growth & Income Fund Institutional Class

35,481,306

2,174,951

40,817,196

-

-

Fidelity Advisor Large Cap Fund Institutional Class

35,845,261

3,014,855

45,776,796

-

-

Fidelity Advisor Series Equity-Income Fund

44,779,464

72,223,036

4,060,255

1,279,106

118,519,663

Fidelity Advisor Series Growth & Income Fund (formerly Fidelity Advisor Series Mega Cap Fund)

9,921,685

80,949,150

3,658,414

514,724

93,872,563

Fidelity Advisor Series Growth Opportunities Fund

-

57,872,555

1,135,919

22,915

59,843,027

Fidelity Advisor Series Opportunistic Insights Fund

31,656,678

11,003,178

3,164,947

-

48,577,645

Fidelity Advisor Series Small Cap Fund

-

31,902,235

631,603

25,256

32,921,926

Fidelity Advisor Series Stock Selector Large Cap Value Fund

45,101,687

29,979,195

4,684,914

663,398

75,689,648

Fidelity Advisor Small Cap Fund Institutional Class

27,435,072

2,699,812

34,736,157

-

-

Fidelity Series 100 Index Fund

11,099,125

22,335,513

1,446,709

332,485

34,164,671

Fidelity Series 1000 Value Index Fund

-

11,281,730

219,162

38,968

11,487,819

Fidelity Series All-Sector Equity Fund

88,201,459

14,874,502

32,340,613

687,433

81,714,300

Fidelity Series Commodity Strategy Fund

83,502,801

21,454,296

71,096,323

-

25,410,451

Fidelity Series Emerging Markets Debt Fund

6,420,091

1,916,973

426,531

262,927

7,396,055

Fidelity Series Emerging Markets Fund

44,075,777

22,226,435

3,519,046

606,933

65,771,710

Fidelity Series Floating Rate High Income Fund

2,952,479

1,187,651

259,842

110,786

3,800,281

Fidelity Series High Income Fund

82,180,603

17,945,965

27,410,012

3,441,758

72,434,764

Fidelity Series International Growth Fund

72,337,325

27,145,110

5,604,795

672,815

105,005,147

Fidelity Series International Small Cap Fund

14,681,753

5,530,772

1,208,048

164,056

21,043,214

Fidelity Series International Value Fund

71,628,283

28,193,710

6,478,459

2,141,800

104,476,468

Fidelity Series Investment Grade Bond Fund

40,856,148

12,830,681

31,627,849

683,297

20,596,540

Fidelity Series Large Cap Value Fund

50,091,676

33,415,278

75,265,233

777,482

-

Fidelity Series Real Estate Equity Fund

7,335,896

1,773,416

584,636

117,364

7,773,820

Fidelity Series Real Estate Income Fund

3,123,821

2,471,268

226,156

197,843

5,100,426

Fidelity Series Small Cap Opportunities Fund

32,003,872

10,887,540

5,080,319

8,984

41,061,532

Total

$ 907,381,370

$ 534,286,052

$ 425,218,684

$ 12,750,330

$ 1,102,861,021

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $949,581,125. Net unrealized appreciation aggregated $153,279,896, of which $157,064,784 related to appreciated investment securities and $3,784,888 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Freedom 2050 Fund ®
Class A
Class T
Class B
Class C
Institutional Class

December 31, 2013

1.843409.107
AFF50-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.2%

Shares

Value

Commodity Funds - 2.3%

Fidelity Series Commodity Strategy Fund (a)(b)

2,338,622

$ 18,521,885

Domestic Equity Funds - 60.9%

Fidelity Advisor Equity Growth Fund Institutional Class (b)

542,723

48,324,055

Fidelity Advisor Series Equity-Income Fund (b)

6,963,308

85,927,220

Fidelity Advisor Series Growth & Income Fund (b)

5,226,038

67,781,710

Fidelity Advisor Series Growth Opportunities Fund (b)

4,108,838

43,307,154

Fidelity Advisor Series Opportunistic Insights Fund (b)

2,508,422

35,092,821

Fidelity Advisor Series Small Cap Fund (b)

2,272,961

23,911,552

Fidelity Advisor Series Stock Selector Large Cap Value Fund (b)

4,358,723

54,571,210

Fidelity Series 100 Index Fund (b)

2,055,208

24,744,707

Fidelity Series 1000 Value Index Fund (b)

800,626

8,310,502

Fidelity Series All-Sector Equity Fund (b)

4,143,284

59,083,233

Fidelity Series Real Estate Equity Fund (b)

478,529

5,637,076

Fidelity Series Small Cap Opportunities Fund (b)

2,210,813

29,735,438

TOTAL DOMESTIC EQUITY FUNDS

486,426,678

TOTAL DOMESTIC EQUITY FUNDS

(Cost $427,862,580)


504,948,563

International Equity Funds - 26.9%

 

 

 

 

Developed International Equity Funds - 20.9%

Fidelity Series International Growth Fund (b)

5,292,342

76,050,948

Fidelity Series International Small Cap Fund (b)

1,015,402

15,759,038

Fidelity Series International Value Fund (b)

6,726,662

75,473,148

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

167,283,134

 

Shares

Value

Emerging Markets Equity Funds - 6.0%

Fidelity Series Emerging Markets Fund (b)

2,707,168

$ 47,510,796

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $177,781,661)


214,793,930

Bond Funds - 9.9%

 

 

 

 

High Yield Bond Funds - 7.8%

Fidelity Series Emerging Markets Debt Fund (b)

533,168

5,358,343

Fidelity Series Floating Rate High Income Fund (b)

72,021

748,295

Fidelity Series High Income Fund (b)

5,010,848

52,463,581

Fidelity Series Real Estate Income Fund (b)

340,474

3,694,138

TOTAL HIGH YIELD BOND FUNDS

62,264,357

Investment Grade Bond Funds - 2.1%

Fidelity Series Investment Grade Bond Fund (b)

1,516,117

16,844,061

TOTAL BOND FUNDS

(Cost $77,204,238)


79,108,418

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $682,848,479)

798,850,911

NET OTHER ASSETS (LIABILITIES) - 0.0%

(149,723 )

NET ASSETS - 100%

$ 798,701,188

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Advisor Equity Growth Fund Institutional Class

$ 49,195,874

$ 5,250,296

$ 18,138,246

$ -

$ 48,324,055

Fidelity Advisor Growth & Income Fund Institutional Class

26,225,977

1,639,698

30,192,915

-

-

Fidelity Advisor Large Cap Fund Institutional Class

26,484,651

2,174,337

33,719,826

-

-

Fidelity Advisor Series Equity-Income Fund

33,840,493

51,993,410

4,121,086

955,248

85,927,220

Fidelity Advisor Series Growth & Income Fund (formerly Fidelity Advisor Series Mega Cap Fund)

7,498,583

59,252,527

3,842,546

377,174

67,781,710

Fidelity Advisor Series Growth Opportunities Fund

-

42,147,416

1,102,636

16,689

43,307,154

Fidelity Advisor Series Opportunistic Insights Fund

23,924,742

7,405,264

3,084,289

-

35,092,821

Fidelity Advisor Series Small Cap Fund

-

23,318,286

613,741

18,461

23,911,552

Fidelity Advisor Series Stock Selector Large Cap Value Fund

34,081,404

21,020,867

4,548,882

481,794

54,571,210

Fidelity Advisor Small Cap Fund Institutional Class

20,231,800

2,039,669

25,646,907

-

-

Fidelity Series 100 Index Fund

8,202,815

16,312,156

1,381,100

238,083

24,744,707

Fidelity Series 1000 Value Index Fund

-

8,212,641

211,706

28,367

8,310,502

Fidelity Series All-Sector Equity Fund

65,230,846

10,555,578

24,812,520

500,331

59,083,233

Fidelity Series Commodity Strategy Fund

62,055,569

14,902,909

52,188,818

-

18,521,885

Fidelity Series Emerging Markets Debt Fund

4,719,827

1,439,838

403,628

198,462

5,358,343

Fidelity Series Emerging Markets Fund

32,667,017

15,815,680

3,229,947

443,251

47,510,796

Fidelity Series Floating Rate High Income Fund

496,860

347,583

78,584

21,905

748,295

Fidelity Series High Income Fund

61,428,717

14,630,947

23,402,145

2,584,994

52,463,581

Fidelity Series International Growth Fund

53,789,744

19,613,927

5,564,029

509,601

76,050,948

Fidelity Series International Small Cap Fund

10,942,294

4,473,216

1,185,352

118,909

15,759,038

Fidelity Series International Value Fund

53,369,497

19,406,833

5,570,628

1,510,423

75,473,148

Fidelity Series Investment Grade Bond Fund

23,478,771

10,160,901

15,858,825

435,068

16,844,061

Fidelity Series Large Cap Value Fund

37,173,024

24,339,210

55,549,714

565,978

-

Fidelity Series Real Estate Equity Fund

5,424,779

1,333,000

560,720

86,581

5,637,076

Fidelity Series Real Estate Income Fund

2,040,650

2,050,583

208,154

139,385

3,694,138

Fidelity Series Small Cap Opportunities Fund

23,559,633

8,270,047

4,464,052

6,571

29,735,438

Total

$ 666,063,567

$ 388,106,819

$ 319,680,996

$ 9,237,275

$ 798,850,911

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $684,024,738. Net unrealized appreciation aggregated $114,826,173, of which $117,919,562 related to appreciated investment securities and $3,093,389 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Freedom ® 2055 Fund
Class A
Class T
Class C
Institutional Class

December 31, 2013

1.927048.102
AFF55-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.3%

Shares

Value

Commodity Funds - 2.3%

Fidelity Series Commodity Strategy Fund (a)(b)

382,241

$ 3,027,345

Domestic Equity Funds - 61.0%

Fidelity Advisor Equity Growth Fund Institutional Class (b)

80,769

7,191,653

Fidelity Advisor Series Equity-Income Fund (b)

1,141,315

14,083,828

Fidelity Advisor Series Growth & Income Fund (b)

901,016

11,686,174

Fidelity Advisor Series Growth Opportunities Fund (b)

643,356

6,780,973

Fidelity Advisor Series Opportunistic Insights Fund (b)

449,414

6,287,296

Fidelity Advisor Series Small Cap Fund (b)

369,029

3,882,188

Fidelity Advisor Series Stock Selector Large Cap Value Fund (b)

715,923

8,963,352

Fidelity Series 100 Index Fund (b)

338,334

4,073,544

Fidelity Series 1000 Value Index Fund (b)

128,264

1,331,376

Fidelity Series All-Sector Equity Fund (b)

676,167

9,642,135

Fidelity Series Real Estate Equity Fund (b)

94,286

1,110,683

Fidelity Series Small Cap Opportunities Fund (b)

364,968

4,908,822

TOTAL DOMESTIC EQUITY FUNDS

79,942,024

TOTAL DOMESTIC EQUITY FUNDS

(Cost $75,664,311)


82,969,369

International Equity Funds - 27.0%

 

 

 

 

Developed International Equity Funds - 21.1%

Fidelity Series International Growth Fund (b)

868,936

12,486,608

Fidelity Series International Small Cap Fund (b)

179,462

2,785,247

Fidelity Series International Value Fund (b)

1,104,443

12,391,855

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

27,663,710

 

Shares

Value

Emerging Markets Equity Funds - 5.9%

Fidelity Series Emerging Markets Fund (b)

444,733

$ 7,805,063

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $31,670,475)


35,468,773

Bond Funds - 9.7%

 

 

 

 

High Yield Bond Funds - 7.5%

Fidelity Series Emerging Markets Debt Fund (b)

87,463

879,005

Fidelity Series Floating Rate High Income Fund (b)

1,293

13,438

Fidelity Series High Income Fund (b)

823,025

8,617,067

Fidelity Series Real Estate Income Fund (b)

28,582

310,115

TOTAL HIGH YIELD BOND FUNDS

9,819,625

Investment Grade Bond Funds - 2.2%

Fidelity Series Investment Grade Bond Fund (b)

258,367

2,870,461

TOTAL BOND FUNDS

(Cost $12,570,035)


12,690,086

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $119,904,821)

131,128,228

NET OTHER ASSETS (LIABILITIES) - 0.0%

(21,906 )

NET ASSETS - 100%

$ 131,106,322

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Advisor Equity Growth Fund Institutional Class

$ 4,717,573

$ 3,513,903

$ 2,640,971

$ -

$ 7,191,653

Fidelity Advisor Growth & Income Fund Institutional Class

2,595,183

971,502

3,818,648

-

-

Fidelity Advisor Large Cap Fund Institutional Class

2,597,322

1,558,537

4,798,398

-

-

Fidelity Advisor Series Equity-Income Fund

2,664,286

11,388,502

521,503

130,240

14,083,828

Fidelity Advisor Series Growth & Income Fund (formerly Fidelity Advisor Series Mega Cap Fund)

597,982

10,846,186

462,437

60,373

11,686,174

Fidelity Advisor Series Growth Opportunities Fund

-

6,510,584

79,957

2,589

6,780,973

Fidelity Advisor Series Opportunistic Insights Fund

1,895,518

3,775,816

334,827

-

6,287,296

Fidelity Advisor Series Small Cap Fund

-

3,736,968

45,607

2,907

3,882,188

Fidelity Advisor Series Stock Selector Large Cap Value Fund

2,677,427

6,265,263

472,459

74,247

8,963,352

Fidelity Advisor Small Cap Fund Institutional Class

1,939,859

1,335,542

3,707,829

-

-

Fidelity Series 100 Index Fund

873,917

3,100,784

135,268

35,883

4,073,544

Fidelity Series 1000 Value Index Fund

-

1,298,091

15,771

4,502

1,331,376

Fidelity Series All-Sector Equity Fund

6,287,353

5,329,166

2,954,575

78,502

9,642,135

Fidelity Series Commodity Strategy Fund

5,784,182

5,639,433

7,629,647

-

3,027,345

Fidelity Series Emerging Markets Debt Fund

356,627

599,261

35,053

23,234

879,005

Fidelity Series Emerging Markets Fund

3,113,335

4,645,371

334,277

65,572

7,805,063

Fidelity Series Floating Rate High Income Fund

1,943

12,546

778

240

13,438

Fidelity Series High Income Fund

5,468,666

6,434,165

3,300,399

329,757

8,617,067

Fidelity Series International Growth Fund

5,007,955

6,834,324

553,194

80,244

12,486,608

Fidelity Series International Small Cap Fund

1,011,976

1,702,897

121,623

20,810

2,785,247

Fidelity Series International Value Fund

4,963,040

6,865,724

555,324

240,495

12,391,855

Fidelity Series Investment Grade Bond Fund

68,328

2,954,409

125,448

9,753

2,870,461

Fidelity Series Large Cap Value Fund

3,698,707

5,608,444

8,219,945

1,774,725

-

Fidelity Series Real Estate Equity Fund

544,808

728,421

74,448

13,957

1,110,683

Fidelity Series Real Estate Income Fund

134,922

209,005

16,987

12,251

310,115

Fidelity Series Small Cap Opportunities Fund

2,255,121

2,879,195

531,751

1,037

4,908,822

Total

$ 59,256,030

$ 104,744,039

$ 41,487,124

$ 2,961,318

$ 131,128,228

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $119,985,185. Net unrealized appreciation aggregated $11,143,043, of which $11,411,829 related to appreciated investment securities and $268,786 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Freedom Income Fund ®
Class A
Class T
Class B
Class C
Institutional Class

December 31, 2013

1.811329.109
AFF-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 17.6%

Shares

Value

Commodity Funds - 1.7%

Fidelity Series Commodity Strategy Fund (a)(c)

639,500

$ 5,064,841

Domestic Equity Funds - 15.9%

Fidelity Advisor Equity Growth Fund Institutional Class (c)

49,000

4,362,969

Fidelity Advisor Series Equity-Income Fund (c)

686,682

8,473,650

Fidelity Advisor Series Growth & Income Fund (c)

574,813

7,455,331

Fidelity Advisor Series Growth Opportunities Fund (c)

404,205

4,260,324

Fidelity Advisor Series Opportunistic Insights Fund (c)

279,356

3,908,190

Fidelity Advisor Series Small Cap Fund (c)

224,820

2,365,102

Fidelity Advisor Series Stock Selector Large Cap Value Fund (c)

396,811

4,968,073

Fidelity Series 100 Index Fund (c)

139,371

1,678,026

Fidelity Series 1000 Value Index Fund (c)

79,434

824,522

Fidelity Series All-Sector Equity Fund (c)

397,739

5,671,761

Fidelity Series Real Estate Equity Fund (c)

45,902

540,723

Fidelity Series Small Cap Opportunities Fund (c)

211,234

2,841,094

TOTAL DOMESTIC EQUITY FUNDS

47,349,765

TOTAL DOMESTIC EQUITY FUNDS

(Cost $44,270,326)


52,414,606

International Equity Funds - 7.3%

 

 

 

 

Developed International Equity Funds - 5.7%

Fidelity Series International Growth Fund (c)

535,509

7,695,260

Fidelity Series International Small Cap Fund (c)

112,183

1,741,075

Fidelity Series International Value Fund (c)

678,719

7,615,224

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

17,051,559

Emerging Markets Equity Funds - 1.6%

Fidelity Series Emerging Markets Fund (c)

270,343

4,744,527

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $17,458,857)


21,796,086

Bond Funds - 45.2%

Shares

Value

High Yield Bond Funds - 7.0%

Fidelity Series Emerging Markets Debt Fund (c)

136,983

$ 1,376,680

Fidelity Series Floating Rate High Income Fund (c)

333,029

3,460,168

Fidelity Series High Income Fund (c)

1,423,336

14,902,331

Fidelity Series Real Estate Income Fund (c)

98,563

1,069,411

TOTAL HIGH YIELD BOND FUNDS

20,808,590

Inflation-Protected Bond Funds - 2.7%

Fidelity Series Inflation-Protected Bond Index Fund (c)

822,530

8,258,199

Investment Grade Bond Funds - 35.5%

Fidelity Series Investment Grade Bond Fund (c)

9,543,484

106,028,104

TOTAL BOND FUNDS

(Cost $133,839,399)


135,094,893

Short-Term Funds - 29.9%

 

 

 

 

Fidelity Advisor Short Fixed-Income Fund Institutional Class (c)

4,314,035

40,293,087

Fidelity Institutional Money Market Portfolio Institutional Class 0.04% (b)(c)

49,157,861

49,157,861

TOTAL SHORT-TERM FUNDS

(Cost $88,676,547)


89,450,948

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $284,245,129)

298,756,533

NET OTHER ASSETS (LIABILITIES) - 0.0%

(68,956 )

NET ASSETS - 100%

$ 298,687,577

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Advisor Equity Growth Fund Institutional Class

$ 5,710,077

$ 203,122

$ 2,784,506

$ -

$ 4,362,969

Fidelity Advisor Growth & Income Fund Institutional Class

3,030,254

42,439

3,331,738

-

-

Fidelity Advisor Large Cap Fund Institutional Class

3,065,549

69,172

3,679,715

-

-

Fidelity Advisor Series Equity-Income Fund

4,217,999

6,616,510

2,880,439

104,531

8,473,650

Fidelity Advisor Series Growth & Income Fund (formerly Fidelity Advisor Series Mega Cap Fund)

944,641

8,133,989

2,177,439

40,680

7,455,331

Fidelity Advisor Series Growth Opportunities Fund

-

4,256,094

222,360

1,671

4,260,324

Fidelity Advisor Series Opportunistic Insights Fund

2,977,939

1,103,524

936,138

-

3,908,190

Fidelity Advisor Series Small Cap Fund

-

2,401,678

158,891

1,839

2,365,102

Fidelity Advisor Series Stock Selector Large Cap Value Fund

4,236,726

1,360,680

1,098,964

43,845

4,968,073

Fidelity Advisor Short Fixed-Income Fund Institutional Class

58,469,712

3,792,237

21,849,420

317,768

40,293,087

Fidelity Advisor Small Cap Fund Institutional Class

2,340,665

146,493

2,845,340

-

-

Fidelity Institutional Money Market Portfolio Institutional Class

71,120,992

4,386,655

26,349,788

52,735

49,157,861

Fidelity Series 100 Index Fund

930,494

790,871

211,196

29,410

1,678,026

Fidelity Series 1000 Value Index Fund

-

809,496

15,536

2,803

824,522

Fidelity Series All-Sector Equity Fund

7,623,707

679,989

3,491,122

49,803

5,671,761

Fidelity Series Commodity Strategy Fund

6,348,249

662,066

1,385,119

-

5,064,841

Fidelity Series Emerging Markets Debt Fund

1,617,547

142,883

260,410

60,215

1,376,680

Fidelity Series Emerging Markets Fund

3,933,471

1,288,825

672,144

44,965

4,744,527

Fidelity Series Floating Rate High Income Fund

3,606,153

402,116

469,719

116,412

3,460,168

Fidelity Series High Income Fund

16,077,152

1,487,890

2,594,717

618,019

14,902,331

Fidelity Series Inflation-Protected Bond Index Fund

37,364,057

2,464,014

29,153,481

3,520

8,258,199

Fidelity Series International Growth Fund

6,557,246

1,846,351

1,534,547

52,025

7,695,260

Fidelity Series International Small Cap Fund

1,343,743

574,280

332,073

13,843

1,741,075

Fidelity Series International Value Fund

6,535,805

3,363,554

3,176,133

160,023

7,615,224

Fidelity Series Investment Grade Bond Fund

70,566,759

48,814,006

10,525,186

1,294,339

106,028,104

Fidelity Series Large Cap Value Fund

4,366,121

2,209,566

6,032,788

1,106,750

-

Fidelity Series Real Estate Equity Fund

651,607

65,453

118,941

8,859

540,723

Fidelity Series Real Estate Income Fund

1,201,698

133,188

184,912

55,603

1,069,411

Fidelity Series Small Cap Opportunities Fund

2,720,966

1,114,424

1,251,282

638

2,841,094

Total

$ 327,559,329

$ 99,361,565

$ 129,724,044

$ 4,180,296

$ 298,756,533

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $284,589,481. Net unrealized appreciation aggregated $14,167,052, of which $16,724,666 related to appreciated investment securities and $2,557,614 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® 2000 Fund

December 31, 2013

1.811312.109
F00-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 17.5%

Shares

Value

Commodity Funds - 1.6%

Fidelity Series Commodity Strategy Fund (a)(c)

1,783,655

$ 14,126,547

Domestic Equity Funds - 15.9%

Fidelity Series 100 Index Fund (c)

345,206

4,156,279

Fidelity Series 1000 Value Index Fund (c)

160,456

1,665,537

Fidelity Series All-Sector Equity Fund (c)

1,261,983

17,995,876

Fidelity Series Blue Chip Growth Fund (c)

1,305,546

13,904,065

Fidelity Series Equity-Income Fund (c)

1,689,410

20,779,744

Fidelity Series Growth & Income Fund (c)

1,243,500

15,954,102

Fidelity Series Growth Company Fund (c)

1,620,899

17,149,108

Fidelity Series Intrinsic Opportunities Fund (c)

742,508

10,306,012

Fidelity Series Opportunistic Insights Fund (c)

743,943

10,400,317

Fidelity Series Real Estate Equity Fund (c)

148,735

1,752,103

Fidelity Series Small Cap Discovery Fund (c)

267,179

2,781,336

Fidelity Series Small Cap Opportunities Fund (c)

625,336

8,410,766

Fidelity Series Stock Selector Large Cap Value Fund (c)

1,126,498

13,979,845

TOTAL DOMESTIC EQUITY FUNDS

139,235,090

TOTAL DOMESTIC EQUITY FUNDS

(Cost $133,989,177)


153,361,637

International Equity Funds - 7.3%

 

 

 

 

Developed International Equity Funds - 5.7%

Fidelity Series International Growth Fund (c)

1,572,635

22,598,770

Fidelity Series International Small Cap Fund (c)

330,085

5,122,916

Fidelity Series International Value Fund (c)

1,998,380

22,421,824

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

50,143,510

Emerging Markets Equity Funds - 1.6%

Fidelity Series Emerging Markets Fund (c)

799,793

14,036,365

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $51,847,819)


64,179,875

Bond Funds - 45.3%

Shares

Value

High Yield Bond Funds - 7.1%

Fidelity Series Emerging Markets Debt Fund (c)

508,722

$ 5,112,658

Fidelity Series Floating Rate High Income Fund (c)

976,472

10,145,540

Fidelity Series High Income Fund (c)

4,190,117

43,870,522

Fidelity Series Real Estate Income Fund (c)

287,716

3,121,722

TOTAL HIGH YIELD BOND FUNDS

62,250,442

Inflation-Protected Bond Funds - 2.9%

Fidelity Series Inflation-Protected Bond Index Fund (c)

2,518,445

25,285,191

Investment Grade Bond Funds - 35.3%

Fidelity Series Investment Grade Bond Fund (c)

27,991,473

310,985,267

TOTAL BOND FUNDS

(Cost $386,730,974)


398,520,900

Short-Term Funds - 29.9%

 

 

 

 

Fidelity Institutional Money Market Portfolio Institutional Class 0.04% (b)(c)

144,805,816

144,805,816

Fidelity Short-Term Bond Fund (c)

13,817,463

118,553,837

TOTAL SHORT-TERM FUNDS

(Cost $265,152,724)


263,359,653

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $837,720,694)


879,422,065

NET OTHER ASSETS (LIABILITIES) - 0.0%

(4,696 )

NET ASSETS - 100%

$ 879,417,369

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund

$ 13,459,390

$ 2,286,311

$ 17,523,432

$ 33,030

$ -

Fidelity Disciplined Equity Fund

2,941,841

-

3,075,816

-

-

Fidelity Growth Company Fund

18,102,567

1,939,294

23,204,715

-

-

Fidelity Institutional Money Market Portfolio Institutional Class

217,485,045

6,596,374

79,275,602

155,968

144,805,816

Fidelity Series 100 Index Fund

4,546,028

460,568

1,531,736

78,915

4,156,279

Fidelity Series 1000 Value Index Fund

-

1,687,038

83,434

5,610

1,665,537

Fidelity Series All-Sector Equity Fund

19,752,787

1,571,233

5,406,545

150,546

17,995,876

Fidelity Series Blue Chip Growth Fund

-

15,276,383

2,280,765

12,103

13,904,065

Fidelity Series Commodity Strategy Fund

18,865,003

1,526,153

4,646,625

-

14,126,547

Fidelity Series Emerging Markets Debt Fund

5,390,785

873,602

749,770

196,863

5,112,658

Fidelity Series Emerging Markets Fund

12,168,692

3,439,896

2,110,923

132,213

14,036,365

Fidelity Series Equity-Income Fund

12,675,789

14,351,885

7,724,953

297,763

20,779,744

Fidelity Series Floating Rate High Income Fund

11,682,093

789,210

2,093,988

350,593

10,145,540

Fidelity Series Growth & Income Fund (formerly Fidelity Series Mega Cap Fund)

4,631,043

15,857,695

5,632,312

97,376

15,954,102

Fidelity Series Growth Company Fund

-

18,847,703

2,704,736

11,408

17,149,108

Fidelity Series High Income Fund

49,900,379

3,340,578

9,152,908

1,829,663

43,870,522

Fidelity Series Inflation-Protected Bond Index Fund

114,741,430

4,011,956

86,205,874

10,394

25,285,191

Fidelity Series International Growth Fund

20,131,920

4,597,248

4,577,497

152,945

22,598,770

Fidelity Series International Small Cap Fund

4,126,007

1,695,912

1,144,475

40,697

5,122,916

Fidelity Series International Value Fund

20,044,595

9,694,447

9,951,845

470,397

22,421,824

Fidelity Series Intrinsic Opportunities Fund

8,640,223

1,341,784

1,583,354

110,376

10,306,012

Fidelity Series Investment Grade Bond Fund

215,410,032

138,493,784

34,535,227

3,814,580

310,985,267

Fidelity Series Large Cap Value Fund

11,478,106

2,892,162

13,498,566

115,627

-

Fidelity Series Opportunistic Insights Fund

9,257,628

1,162,065

2,311,660

-

10,400,317

Fidelity Series Real Estate Equity Fund

1,980,634

318,384

360,743

28,361

1,752,103

Fidelity Series Real Estate Income Fund

3,727,756

295,781

663,120

164,556

3,121,722

Fidelity Series Small Cap Discovery Fund

-

2,788,661

118,272

2,720

2,781,336

Fidelity Series Small Cap Opportunities Fund

5,170,986

4,182,485

1,472,402

1,861

8,410,766

Fidelity Series Stock Selector Large Cap Value Fund

12,726,026

3,833,567

3,821,900

138,294

13,979,845

Fidelity Short-Term Bond Fund

178,738,729

5,614,311

65,397,336

972,847

118,553,837

Fidelity Small Cap Growth Fund

2,788,099

298,688

3,306,627

-

-

Fidelity Small Cap Value Fund

2,994,231

180,931

3,340,214

4,305

-

Total

$ 1,003,557,844

$ 270,246,089

$ 399,487,372

$ 9,380,011

$ 879,422,065

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $838,338,345. Net unrealized appreciation aggregated $41,083,720, of which $47,768,776 related to appreciated investment securities and $6,685,056 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® 2005 Fund

December 31, 2013

1.811313.109
F05-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 28.6%

Shares

Value

Commodity Funds - 2.2%

Fidelity Series Commodity Strategy Fund (a)(c)

1,900,671

$ 15,053,314

Domestic Equity Funds - 26.4%

Fidelity Series 100 Index Fund (c)

468,240

5,637,615

Fidelity Series 1000 Value Index Fund (c)

287,460

2,983,830

Fidelity Series All-Sector Equity Fund (c)

1,550,336

22,107,789

Fidelity Series Blue Chip Growth Fund (c)

1,695,443

18,056,465

Fidelity Series Equity-Income Fund (c)

2,178,541

26,796,051

Fidelity Series Growth & Income Fund (c)

1,599,064

20,515,997

Fidelity Series Growth Company Fund (c)

2,056,620

21,759,042

Fidelity Series Intrinsic Opportunities Fund (c)

958,368

13,302,148

Fidelity Series Opportunistic Insights Fund (c)

1,000,744

13,990,403

Fidelity Series Real Estate Equity Fund (c)

224,420

2,643,672

Fidelity Series Small Cap Discovery Fund (c)

327,651

3,410,845

Fidelity Series Small Cap Opportunities Fund (c)

803,971

10,813,404

Fidelity Series Stock Selector Large Cap Value Fund (c)

1,440,594

17,877,775

TOTAL DOMESTIC EQUITY FUNDS

179,895,036

TOTAL DOMESTIC EQUITY FUNDS

(Cost $182,390,539)


194,948,350

International Equity Funds - 11.6%

 

 

 

 

Developed International Equity Funds - 9.1%

Fidelity Series International Growth Fund (c)

1,964,845

28,234,822

Fidelity Series International Small Cap Fund (c)

409,459

6,354,799

Fidelity Series International Value Fund (c)

2,490,714

27,945,807

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

62,535,428

Emerging Markets Equity Funds - 2.5%

Fidelity Series Emerging Markets Fund (c)

973,313

17,081,648

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $71,094,964)


79,617,076

Bond Funds - 39.5%

Shares

Value

High Yield Bond Funds - 7.5%

Fidelity Series Emerging Markets Debt Fund (c)

421,031

$ 4,231,364

Fidelity Series Floating Rate High Income Fund (c)

754,090

7,834,992

Fidelity Series High Income Fund (c)

3,492,096

36,562,242

Fidelity Series Real Estate Income Fund (c)

281,300

3,052,100

TOTAL HIGH YIELD BOND FUNDS

51,680,698

Inflation-Protected Bond Funds - 2.2%

Fidelity Series Inflation-Protected Bond Index Fund (c)

1,492,438

14,984,080

Investment Grade Bond Funds - 29.8%

Fidelity Series Investment Grade Bond Fund (c)

18,300,411

203,317,566

TOTAL BOND FUNDS

(Cost $276,346,639)


269,982,344

Short-Term Funds - 20.3%

 

 

 

 

Fidelity Institutional Money Market Portfolio Institutional Class 0.04% (b)(c)

76,187,319

76,187,319

Fidelity Short-Term Bond Fund (c)

7,248,013

62,187,949

TOTAL SHORT-TERM FUNDS

(Cost $139,787,087)


138,375,268

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $669,619,229)


682,923,038

NET OTHER ASSETS (LIABILITIES) - 0.0%

(2,918 )

NET ASSETS - 100%

$ 682,920,120

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund

$ 16,570,159

$ 2,663,794

$ 21,423,860

$ 40,643

$ -

Fidelity Disciplined Equity Fund

3,612,518

3,354

3,785,056

-

-

Fidelity Growth Company Fund

21,623,451

2,155,318

27,578,067

-

-

Fidelity Institutional Money Market Portfolio Institutional Class

116,878,761

13,492,953

54,184,395

89,170

76,187,319

Fidelity Series 100 Index Fund

5,538,000

925,368

1,640,252

98,716

5,637,615

Fidelity Series 1000 Value Index Fund

-

2,946,118

47,492

6,836

2,983,830

Fidelity Series All-Sector Equity Fund

23,962,206

2,522,468

6,851,479

184,521

22,107,789

Fidelity Series Blue Chip Growth Fund

-

18,383,268

1,457,418

15,310

18,056,465

Fidelity Series Commodity Strategy Fund

26,470,248

2,034,197

11,123,658

-

15,053,314

Fidelity Series Emerging Markets Debt Fund

4,702,012

406,332

523,257

174,661

4,231,364

Fidelity Series Emerging Markets Fund

14,594,326

3,607,190

1,812,687

161,611

17,081,648

Fidelity Series Equity-Income Fund

15,360,498

18,288,143

8,632,750

366,040

26,796,051

Fidelity Series Floating Rate High Income Fund

8,167,175

1,005,776

1,158,518

257,144

7,834,992

Fidelity Series Growth & Income Fund (formerly Fidelity Series Mega Cap Fund)

5,601,103

18,410,123

4,804,903

120,681

20,515,997

Fidelity Series Growth Company Fund

-

22,312,013

1,775,115

14,310

21,759,042

Fidelity Series High Income Fund

34,054,224

6,688,010

4,043,442

1,322,792

36,562,242

Fidelity Series Inflation-Protected Bond Index Fund

64,209,676

5,227,338

50,322,231

5,961

14,984,080

Fidelity Series International Growth Fund

23,779,915

5,877,545

4,435,469

188,932

28,234,822

Fidelity Series International Small Cap Fund

4,874,479

2,116,555

1,175,483

50,140

6,354,799

Fidelity Series International Value Fund

23,490,490

9,843,143

8,543,699

581,140

27,945,807

Fidelity Series Intrinsic Opportunities Fund

8,637,881

3,780,521

1,247,444

135,300

13,302,148

Fidelity Series Investment Grade Bond Fund

126,485,301

99,429,519

17,406,437

2,356,354

203,317,566

Fidelity Series Large Cap Value Fund

14,031,678

3,736,947

16,679,632

136,693

-

Fidelity Series Opportunistic Insights Fund

11,193,340

2,422,125

2,489,676

-

13,990,403

Fidelity Series Real Estate Equity Fund

2,461,176

758,027

321,483

39,883

2,643,672

Fidelity Series Real Estate Income Fund

3,360,451

365,268

447,784

155,935

3,052,100

Fidelity Series Small Cap Discovery Fund

-

3,341,236

64,954

3,301

3,410,845

Fidelity Series Small Cap Opportunities Fund

6,363,627

5,501,627

1,718,669

2,353

10,813,404

Fidelity Series Stock Selector Large Cap Value Fund

15,431,236

5,955,946

4,965,250

175,496

17,877,775

Fidelity Short-Term Bond Fund

95,700,835

11,521,359

44,821,480

556,652

62,187,949

Fidelity Small Cap Growth Fund

3,393,222

440,052

4,102,684

-

-

Fidelity Small Cap Value Fund

3,635,319

293,330

4,128,378

5,123

-

Total

$ 704,183,307

$ 276,454,963

$ 313,713,102

$ 7,245,698

$ 682,923,038

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $670,807,957. Net unrealized appreciation aggregated $12,115,081, of which $28,159,731 related to appreciated investment securities and $16,044,650 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® 2010 Fund

December, 2013

1.811322.109
F10-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 34.8%

Shares

Value

Commodity Funds - 2.2%

Fidelity Series Commodity Strategy Fund (a)(c)

15,953,677

$ 126,353,125

Domestic Equity Funds - 32.6%

Fidelity Series 100 Index Fund (c)

4,718,466

56,810,330

Fidelity Series 1000 Value Index Fund (c)

2,865,861

29,747,640

Fidelity Series All-Sector Equity Fund (c)

17,938,168

255,798,276

Fidelity Series Blue Chip Growth Fund (c)

17,249,228

183,704,273

Fidelity Series Equity-Income Fund (c)

22,083,887

271,631,813

Fidelity Series Growth & Income Fund (c)

14,047,843

180,233,821

Fidelity Series Growth Company Fund (c)

21,370,320

226,097,985

Fidelity Series Intrinsic Opportunities Fund (c)

9,712,073

134,803,570

Fidelity Series Opportunistic Insights Fund (c)

10,084,637

140,983,231

Fidelity Series Real Estate Equity Fund (c)

2,133,279

25,130,022

Fidelity Series Small Cap Discovery Fund (c)

3,460,776

36,026,677

Fidelity Series Small Cap Opportunities Fund (c)

8,333,916

112,091,166

Fidelity Series Stock Selector Large Cap Value Fund (c)

13,922,061

172,772,776

TOTAL DOMESTIC EQUITY FUNDS

1,825,831,580

TOTAL DOMESTIC EQUITY FUNDS

(Cost $1,774,736,884)


1,952,184,705

International Equity Funds - 14.3%

 

 

 

 

Developed International Equity Funds - 11.2%

Fidelity Series International Growth Fund (c)

19,795,263

284,457,925

Fidelity Series International Small Cap Fund (c)

4,128,672

64,076,986

Fidelity Series International Value Fund (c)

25,076,320

281,356,309

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

629,891,220

Emerging Markets Equity Funds - 3.1%

Fidelity Series Emerging Markets Fund (c)

9,860,451

173,050,909

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $697,476,194)


802,942,129

Bond Funds - 36.0%

Shares

Value

High Yield Bond Funds - 7.8%

Fidelity Series Emerging Markets Debt Fund (c)

3,442,723

$ 34,599,367

Fidelity Series Floating Rate High Income Fund (c)

5,987,980

62,215,113

Fidelity Series High Income Fund (c)

29,774,047

311,734,267

Fidelity Series Real Estate Income Fund (c)

2,413,243

26,183,689

TOTAL HIGH YIELD BOND FUNDS

434,732,436

Inflation-Protected Bond Funds - 1.8%

Fidelity Series Inflation-Protected Bond Index Fund (c)

9,996,037

100,360,215

Investment Grade Bond Funds - 26.4%

Fidelity Series Investment Grade Bond Fund (c)

133,387,844

1,481,938,945

TOTAL BOND FUNDS

(Cost $2,064,220,562)


2,017,031,596

Short-Term Funds - 14.9%

 

 

 

 

Fidelity Institutional Money Market Portfolio Institutional Class 0.04% (b)(c)

458,408,301

458,408,301

Fidelity Short-Term Bond Fund (c)

43,706,283

374,999,911

TOTAL SHORT-TERM FUNDS

(Cost $842,641,714)


833,408,212

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $5,379,075,354)

5,605,566,642

NET OTHER ASSETS (LIABILITIES) - 0.0%

(23,278 )

NET ASSETS - 100%

$ 5,605,543,364

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund

$ 186,114,976

$ 20,281,335

$ 231,214,568

$ 471,831

$ -

Fidelity Disciplined Equity Fund

40,864,204

-

42,787,698

-

-

Fidelity Growth Company Fund

252,031,793

11,344,217

307,342,919

-

-

Fidelity Institutional Money Market Portfolio Institutional Class

404,251,789

108,591,023

54,434,511

331,037

458,408,301

Fidelity Series 100 Index Fund

63,169,918

6,097,135

21,738,971

1,005,870

56,810,330

Fidelity Series 1000 Value Index Fund

-

29,359,373

559,625

80,553

29,747,640

Fidelity Series All-Sector Equity Fund

274,884,699

22,120,858

70,214,763

2,150,959

255,798,276

Fidelity Series Blue Chip Growth Fund

-

206,393,578

34,600,070

155,720

183,704,273

Fidelity Series Commodity Strategy Fund

291,037,550

34,362,739

171,477,255

-

126,353,125

Fidelity Series Emerging Markets Debt Fund

38,879,246

2,934,750

4,287,763

1,437,040

34,599,367

Fidelity Series Emerging Markets Fund

165,102,623

19,032,220

19,133,642

1,634,588

173,050,909

Fidelity Series Equity-Income Fund

176,228,827

127,950,943

51,849,121

4,027,148

271,631,813

Fidelity Series Floating Rate High Income Fund

67,425,812

5,000,560

8,789,396

2,093,579

62,215,113

Fidelity Series Growth & Income Fund (formerly Fidelity Series Mega Cap Fund)

64,280,620

114,555,057

11,582,914

1,222,046

180,233,821

Fidelity Series Growth Company Fund

-

253,401,410

40,184,496

148,720

226,097,985

Fidelity Series High Income Fund

281,818,109

60,613,672

29,562,033

10,865,612

311,734,267

Fidelity Series Inflation-Protected Bond Index Fund

596,159,790

23,733,397

483,388,419

44,490

100,360,215

Fidelity Series International Growth Fund

273,833,776

17,975,088

41,232,400

1,909,323

284,457,925

Fidelity Series International Small Cap Fund

55,789,764

11,776,353

10,030,917

505,861

64,076,986

Fidelity Series International Value Fund

271,671,324

36,091,691

62,269,093

5,850,445

281,356,309

Fidelity Series Intrinsic Opportunities Fund

102,272,330

22,078,477

14,492,392

1,481,939

134,803,570

Fidelity Series Investment Grade Bond Fund

1,265,479,190

417,140,019

152,992,606

21,747,405

1,481,938,945

Fidelity Series Large Cap Value Fund

162,294,534

40,555,455

190,257,466

1,620,923

-

Fidelity Series Opportunistic Insights Fund

128,375,786

5,216,287

24,498,656

-

140,983,231

Fidelity Series Real Estate Equity Fund

26,877,220

4,104,360

3,200,120

401,325

25,130,022

Fidelity Series Real Estate Income Fund

30,215,379

2,456,578

4,496,123

1,371,379

26,183,689

Fidelity Series Small Cap Discovery Fund

-

37,178,524

2,612,697

34,871

36,026,677

Fidelity Series Small Cap Opportunities Fund

71,078,566

60,017,826

26,203,180

23,855

112,091,166

Fidelity Series Stock Selector Large Cap Value Fund

177,344,742

25,431,020

47,600,243

1,698,905

172,772,776

Fidelity Short-Term Bond Fund

332,020,499

84,987,354

41,155,354

2,116,710

374,999,911

Fidelity Small Cap Growth Fund

38,482,496

4,112,924

45,589,598

-

-

Fidelity Small Cap Value Fund

41,330,695

2,387,738

45,958,084

58,007

-

Total

$ 5,879,316,257

$ 1,817,281,961

$ 2,295,737,093

$ 64,490,141

$ 5,605,566,642

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $5,388,020,503. Net unrealized appreciation aggregated $217,546,139, of which $342,945,894 related to appreciated investment securities and $125,399,755 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® 2015 Fund

December 31, 2013

1.811323.109
F15-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 40.7%

Shares

Value

Commodity Funds - 2.2%

Fidelity Series Commodity Strategy Fund (a)(c)

18,488,343

$ 146,427,678

Domestic Equity Funds - 38.5%

Fidelity Series 100 Index Fund (c)

6,352,868

76,488,533

Fidelity Series 1000 Value Index Fund (c)

2,793,614

28,997,714

Fidelity Series All-Sector Equity Fund (c)

22,158,427

315,979,169

Fidelity Series Blue Chip Growth Fund (c)

23,841,842

253,915,614

Fidelity Series Equity-Income Fund (c)

30,934,843

380,498,573

Fidelity Series Growth & Income Fund (c)

22,576,736

289,659,524

Fidelity Series Growth Company Fund (c)

29,551,094

312,650,572

Fidelity Series Intrinsic Opportunities Fund (c)

13,483,530

187,151,397

Fidelity Series Opportunistic Insights Fund (c)

13,869,655

193,897,771

Fidelity Series Real Estate Equity Fund (c)

2,975,160

35,047,389

Fidelity Series Small Cap Discovery Fund (c)

4,735,995

49,301,709

Fidelity Series Small Cap Opportunities Fund (c)

11,360,065

152,792,875

Fidelity Series Stock Selector Large Cap Value Fund (c)

19,908,010

247,058,400

TOTAL DOMESTIC EQUITY FUNDS

2,523,439,240

TOTAL DOMESTIC EQUITY FUNDS

(Cost $2,380,757,210)


2,669,866,918

International Equity Funds - 16.4%

 

 

 

 

Developed International Equity Funds - 13.1%

Fidelity Series International Growth Fund (c)

26,737,358

384,215,830

Fidelity Series International Small Cap Fund (c)

5,462,665

84,780,563

Fidelity Series International Value Fund (c)

34,629,874

388,547,184

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

857,543,577

Emerging Markets Equity Funds - 3.3%

Fidelity Series Emerging Markets Fund (c)

12,448,888

218,477,984

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $911,910,557)


1,076,021,561

Bond Funds - 32.9%

Shares

Value

High Yield Bond Funds - 7.9%

Fidelity Series Emerging Markets Debt Fund (c)

3,888,030

$ 39,074,704

Fidelity Series Floating Rate High Income Fund (c)

6,998,845

72,717,998

Fidelity Series High Income Fund (c)

35,637,519

373,124,823

Fidelity Series Real Estate Income Fund (c)

2,819,179

30,588,091

TOTAL HIGH YIELD BOND FUNDS

515,505,616

Inflation-Protected Bond Funds - 1.4%

Fidelity Series Inflation-Protected Bond Index Fund (c)

8,960,216

89,960,572

Investment Grade Bond Funds - 23.6%

Fidelity Series Investment Grade Bond Fund (c)

139,629,377

1,551,282,382

TOTAL BOND FUNDS

(Cost $2,161,842,631)


2,156,748,570

Short-Term Funds - 10.0%

 

 

 

 

Fidelity Institutional Money Market Portfolio Institutional Class 0.04% (b)(c)

364,185,477

364,185,477

Fidelity Short-Term Bond Fund (c)

34,383,551

295,010,865

TOTAL SHORT-TERM FUNDS

(Cost $662,029,519)


659,196,342

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $6,116,539,917)

6,561,833,391

NET OTHER ASSETS (LIABILITIES) - 0.0%

(22,138 )

NET ASSETS - 100%

$ 6,561,811,253

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund

$ 213,759,696

$ 31,094,489

$ 273,770,523

$ 558,172

$ -

Fidelity Disciplined Equity Fund

47,041,667

55,304

49,331,893

-

-

Fidelity Growth Company Fund

293,214,576

21,866,085

366,840,669

-

-

Fidelity Institutional Money Market Portfolio Institutional Class

347,754,811

50,597,939

34,167,273

275,571

364,185,477

Fidelity Series 100 Index Fund

73,222,342

8,734,394

16,635,013

1,388,919

76,488,533

Fidelity Series 1000 Value Index Fund

-

28,555,912

621,566

97,349

28,997,714

Fidelity Series All-Sector Equity Fund

316,372,211

30,295,789

64,374,130

2,640,252

315,979,169

Fidelity Series Blue Chip Growth Fund

-

250,823,787

12,731,838

216,358

253,915,614

Fidelity Series Commodity Strategy Fund

346,399,555

40,567,771

208,742,111

-

146,427,678

Fidelity Series Emerging Markets Debt Fund

42,694,851

3,305,627

3,682,577

1,598,456

39,074,704

Fidelity Series Emerging Markets Fund

189,047,511

37,103,885

17,882,490

2,013,288

218,477,984

Fidelity Series Equity-Income Fund

200,337,181

260,938,150

104,440,715

5,010,655

380,498,573

Fidelity Series Floating Rate High Income Fund

73,928,556

6,976,355

6,541,526

2,371,364

72,717,998

Fidelity Series Growth & Income Fund (formerly Fidelity Series Mega Cap Fund)

73,162,778

247,822,078

48,939,076

1,695,461

289,659,524

Fidelity Series Growth Company Fund

-

309,261,837

13,955,711

207,430

312,650,572

Fidelity Series High Income Fund

305,127,509

95,340,082

26,214,084

12,237,035

373,124,823

Fidelity Series Inflation-Protected Bond Index Fund

643,423,611

62,447,883

578,541,789

39,059

89,960,572

Fidelity Series International Growth Fund

313,168,036

63,419,682

33,923,091

2,544,373

384,215,830

Fidelity Series International Small Cap Fund

63,922,233

21,716,762

8,586,066

669,512

84,780,563

Fidelity Series International Value Fund

310,953,542

95,394,316

61,084,616

8,076,086

388,547,184

Fidelity Series Intrinsic Opportunities Fund

118,472,548

52,672,132

14,090,761

1,899,473

187,151,397

Fidelity Series Investment Grade Bond Fund

1,468,099,626

262,867,582

124,482,015

24,971,772

1,551,282,382

Fidelity Series Large Cap Value Fund

190,651,645

50,030,810

225,353,450

1,948,036

-

Fidelity Series Opportunistic Insights Fund

146,144,507

33,064,317

24,078,963

-

193,897,771

Fidelity Series Real Estate Equity Fund

30,362,650

11,036,686

3,044,632

519,412

35,047,389

Fidelity Series Real Estate Income Fund

36,597,869

4,069,632

7,672,092

1,651,443

30,588,091

Fidelity Series Small Cap Discovery Fund

-

48,168,882

762,340

47,675

49,301,709

Fidelity Series Small Cap Opportunities Fund

81,880,283

85,848,864

23,704,122

33,203

152,792,875

Fidelity Series Stock Selector Large Cap Value Fund

201,706,380

71,230,009

46,046,209

2,424,854

247,058,400

Fidelity Short-Term Bond Fund

286,320,176

40,364,978

30,948,822

1,752,816

295,010,865

Fidelity Small Cap Growth Fund

45,014,044

5,314,810

53,846,403

-

-

Fidelity Small Cap Value Fund

48,403,699

3,471,777

54,496,459

70,478

-

Total

$ 6,507,184,093

$ 2,334,458,605

$ 2,539,533,025

$ 76,958,502

$ 6,561,833,391

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $6,127,468,670. Net unrealized appreciation aggregated $434,364,721, of which $518,915,645 related to appreciated investment securities and $84,550,924 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date.

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: 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).

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® 2020 Fund

December 31, 2013

1.811330.109
F20-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 45.0%

Shares

Value

Commodity Funds - 2.3%

Fidelity Series Commodity Strategy Fund (a)(c)

39,127,661

$ 309,891,077

Domestic Equity Funds - 42.7%

Fidelity Series 100 Index Fund (c)

14,561,322

175,318,316

Fidelity Series 1000 Value Index Fund (c)

6,876,659

71,379,724

Fidelity Series All-Sector Equity Fund (c)

49,834,326

710,637,487

Fidelity Series Blue Chip Growth Fund (c)

55,384,418

589,844,052

Fidelity Series Equity-Income Fund (c)

72,927,124

897,003,624

Fidelity Series Growth & Income Fund (c)

52,452,809

672,969,537

Fidelity Series Growth Company Fund (c)

68,066,984

720,148,694

Fidelity Series Intrinsic Opportunities Fund (c)

31,582,753

438,368,615

Fidelity Series Opportunistic Insights Fund (c)

32,477,279

454,032,359

Fidelity Series Real Estate Equity Fund (c)

6,374,460

75,091,142

Fidelity Series Small Cap Discovery Fund (c)

9,734,495

101,336,094

Fidelity Series Small Cap Opportunities Fund (c)

26,605,456

357,843,379

Fidelity Series Stock Selector Large Cap Value Fund (c)

47,140,742

585,016,608

TOTAL DOMESTIC EQUITY FUNDS

5,848,989,631

TOTAL DOMESTIC EQUITY FUNDS

(Cost $5,501,629,427)

6,158,880,708

International Equity Funds - 18.2%

 

 

 

 

Developed International Equity Funds - 14.2%

Fidelity Series International Growth Fund (c)

62,285,621

895,044,367

Fidelity Series International Small Cap Fund (c)

10,612,671

164,708,651

Fidelity Series International Value Fund (c)

78,142,608

876,760,067

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

1,936,513,085

Emerging Markets Equity Funds - 4.0%

Fidelity Series Emerging Markets Fund (c)

31,362,908

550,419,034

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $2,116,641,545)

2,486,932,119

Bond Funds - 30.4%

Shares

Value

High Yield Bond Funds - 8.1%

Fidelity Series Emerging Markets Debt Fund (c)

9,190,629

$ 92,365,823

Fidelity Series Floating Rate High Income Fund (c)

14,399,068

149,606,319

Fidelity Series High Income Fund (c)

76,348,036

799,363,933

Fidelity Series Real Estate Income Fund (c)

5,866,094

63,647,117

TOTAL HIGH YIELD BOND FUNDS

1,104,983,192

Inflation-Protected Bond Funds - 1.0%

Fidelity Series Inflation-Protected Bond Index Fund (c)

12,911,455

129,631,009

Investment Grade Bond Funds - 21.3%

Fidelity Series Investment Grade Bond Fund (c)

262,761,302

2,919,278,066

TOTAL BOND FUNDS

(Cost $4,182,081,453)

4,153,892,267

Short-Term Funds - 6.4%

 

 

 

 

Fidelity Institutional Money Market Portfolio Institutional Class 0.04% (b)(c)

483,656,599

483,656,599

Fidelity Short-Term Bond Fund (c)

46,096,280

395,506,082

TOTAL SHORT-TERM FUNDS

(Cost $877,477,233)

879,162,681

TOTAL INVESTMENT
PORTFOLIO - 100.0%

(Cost $12,677,829,658)

 13,678,867,775

NET OTHER ASSETS
(LIABILITIES) - 0.0%

(52,776 )

NET ASSETS - 100%

$ 13,678,814,999

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund

$ 492,062,782

$ 67,146,682

$ 625,801,748

$ 1,275,641

$ -

Fidelity Disciplined Equity Fund

108,272,106

122,145

113,485,481

-

-

Fidelity Growth Company Fund

663,180,853

42,266,051

823,490,272

-

-

Fidelity Institutional Money Market Portfolio Institutional Class

500,577,942

75,342,035

92,263,378

410,565

483,656,599

Fidelity Series 100 Index Fund

167,578,924

25,778,298

43,418,481

3,242,705

175,318,316

Fidelity Series 1000 Value Index Fund

-

70,449,494

1,628,414

239,830

71,379,724

Fidelity Series All-Sector Equity Fund

725,747,232

66,538,519

159,029,519

5,934,425

710,637,487

Fidelity Series Blue Chip Growth Fund

-

575,179,349

21,849,699

504,157

589,844,052

Fidelity Series Commodity Strategy Fund

793,221,467

86,155,853

496,996,421

-

309,891,077

Fidelity Series Emerging Markets Debt Fund

106,653,094

8,453,222

14,620,781

3,984,427

92,365,823

Fidelity Series Emerging Markets Fund

432,568,504

128,652,821

34,822,974

4,771,770

550,419,034

Fidelity Series Equity-Income Fund

460,774,634

527,781,762

144,630,301

11,676,331

897,003,624

Fidelity Series Floating Rate High Income Fund

154,240,602

14,753,592

15,996,483

4,929,587

149,606,319

Fidelity Series Growth & Income Fund (formerly Fidelity Series Mega Cap Fund)

168,043,313

559,283,983

95,707,124

3,890,423

672,969,537

Fidelity Series Growth Company Fund

-

707,273,811

26,996,056

476,879

720,148,694

Fidelity Series High Income Fund

731,007,157

160,219,613

88,789,954

28,320,160

799,363,933

Fidelity Series Inflation-Protected Bond Index Fund

1,109,832,266

133,188,901

1,050,245,905

59,023

129,631,009

Fidelity Series International Growth Fund

714,965,886

158,753,899

74,258,413

5,660,853

895,044,367

Fidelity Series International Small Cap Fund

145,365,421

22,656,200

21,099,674

1,301,332

164,708,651

Fidelity Series International Value Fund

707,702,951

161,253,505

89,914,580

17,390,052

876,760,067

Fidelity Series Intrinsic Opportunities Fund

261,908,477

142,425,277

33,160,575

4,351,080

438,368,615

Fidelity Series Investment Grade Bond Fund

2,944,508,889

344,932,984

260,138,052

50,059,551

2,919,278,066

Fidelity Series Large Cap Value Fund

429,894,987

112,736,614

507,436,199

4,416,753

-

Fidelity Series Opportunistic Insights Fund

335,611,023

74,787,706

45,096,869

-

454,032,359

Fidelity Series Real Estate Equity Fund

72,192,684

17,264,241

6,930,938

1,144,962

75,091,142

Fidelity Series Real Estate Income Fund

81,896,972

8,257,145

21,190,198

3,610,409

63,647,117

Fidelity Series Small Cap Discovery Fund

-

99,604,472

2,271,492

96,598

101,336,094

Fidelity Series Small Cap Opportunities Fund

188,084,857

189,850,978

40,321,264

78,222

357,843,379

Fidelity Series Stock Selector Large Cap Value Fund

463,784,970

190,774,850

114,704,422

5,744,654

585,016,608

Fidelity Short-Term Bond Fund

410,672,936

63,689,930

77,900,462

2,608,430

395,506,082

Fidelity Small Cap Growth Fund

101,126,412

11,712,172

120,755,737

-

-

Fidelity Small Cap Value Fund

108,495,992

7,412,998

121,864,617

153,143

-

Total

$ 13,579,973,333

$ 4,854,699,102

$ 5,386,816,483

$ 166,331,962

$ 13,678,867,775

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $12,697,675,430. Net unrealized appreciation aggregated $981,192,345, of which $1,168,372,623 related to appreciated investment securities and $187,180,278 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® 2025 Fund

December 31, 2013

1.811340.109
F25-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 52.3%

Shares

Value

Commodity Funds - 2.5%

Fidelity Series Commodity Strategy Fund (a)(c)

27,743,537

$ 219,728,810

Domestic Equity Funds - 49.8%

Fidelity Series 100 Index Fund (c)

11,373,700

136,939,348

Fidelity Series 1000 Value Index Fund (c)

5,041,935

52,335,281

Fidelity Series All-Sector Equity Fund (c)

39,017,573

556,390,589

Fidelity Series Blue Chip Growth Fund (c)

42,940,247

457,313,630

Fidelity Series Equity-Income Fund (c)

55,422,599

681,697,972

Fidelity Series Growth & Income Fund (c)

40,102,268

514,512,100

Fidelity Series Growth Company Fund (c)

52,165,363

551,909,540

Fidelity Series Intrinsic Opportunities Fund (c)

24,365,895

338,198,618

Fidelity Series Opportunistic Insights Fund (c)

24,822,679

347,021,058

Fidelity Series Real Estate Equity Fund (c)

4,689,678

55,244,403

Fidelity Series Small Cap Discovery Fund (c)

7,941,237

82,668,282

Fidelity Series Small Cap Opportunities Fund (c)

20,552,661

276,433,293

Fidelity Series Stock Selector Large Cap Value Fund (c)

33,774,784

419,145,075

TOTAL DOMESTIC EQUITY FUNDS

4,469,809,189

TOTAL DOMESTIC EQUITY FUNDS

(Cost $4,166,372,997)


4,689,537,999

International Equity Funds - 21.8%

 

 

 

 

Developed International Equity Funds - 16.9%

Fidelity Series International Growth Fund (c)

48,342,362

694,679,743

Fidelity Series International Small Cap Fund (c)

8,552,039

132,727,641

Fidelity Series International Value Fund (c)

61,476,201

689,762,975

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

1,517,170,359

Emerging Markets Equity Funds - 4.9%

Fidelity Series Emerging Markets Fund (c)

24,920,836

437,360,676

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $1,647,964,315)


1,954,531,035

Bond Funds - 25.6%

Shares

Value

High Yield Bond Funds - 8.3%

Fidelity Series Emerging Markets Debt Fund (c)

6,015,808

$ 60,458,869

Fidelity Series Floating Rate High Income Fund (c)

7,783,480

80,870,356

Fidelity Series High Income Fund (c)

53,279,273

557,833,987

Fidelity Series Real Estate Income Fund (c)

3,837,880

41,640,994

TOTAL HIGH YIELD BOND FUNDS

740,804,206

Inflation-Protected Bond Funds - 0.5%

Fidelity Series Inflation-Protected Bond Index Fund (c)

4,670,669

46,893,520

Investment Grade Bond Funds - 16.8%

Fidelity Series Investment Grade Bond Fund (c)

135,597,989

1,506,493,662

TOTAL BOND FUNDS

(Cost $2,290,264,017)


2,294,191,388

Short-Term Funds - 0.3%

 

 

 

 

Fidelity Institutional Money Market Portfolio Institutional Class 0.04% (b)(c)

17,548,216

17,548,216

Fidelity Short-Term Bond Fund (c)

1,675,172

14,372,980

TOTAL SHORT-TERM FUNDS

(Cost $31,844,897)


31,921,196

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $8,136,446,226)

8,970,181,618

NET OTHER ASSETS (LIABILITIES) - 0.0%

(560 )

NET ASSETS - 100%

$ 8,970,181,058

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund

$ 361,156,496

$ 54,834,086

$ 465,912,008

$ 972,833

$ -

Fidelity Disciplined Equity Fund

79,885,277

324,471

84,012,318

-

-

Fidelity Growth Company Fund

498,402,031

38,278,307

626,643,203

-

-

Fidelity Institutional Money Market Portfolio Institutional Class

32,776,776

24,373,133

39,601,693

29,226

17,548,216

Fidelity Series 100 Index Fund

124,241,484

17,832,145

24,724,430

2,509,486

136,939,348

Fidelity Series 1000 Value Index Fund

-

51,404,275

963,517

173,687

52,335,281

Fidelity Series All-Sector Equity Fund

534,286,119

60,197,705

96,468,440

4,646,290

556,390,589

Fidelity Series Blue Chip Growth Fund

-

436,388,282

7,058,846

386,480

457,313,630

Fidelity Series Commodity Strategy Fund

591,093,320

92,502,825

407,576,398

-

219,728,810

Fidelity Series Emerging Markets Debt Fund

63,844,839

8,207,370

6,646,517

2,465,220

60,458,869

Fidelity Series Emerging Markets Fund

316,171,663

126,916,770

23,927,911

3,847,667

437,360,676

Fidelity Series Equity-Income Fund

332,472,297

354,039,300

43,683,403

8,733,362

681,697,972

Fidelity Series Floating Rate High Income Fund

80,151,717

10,141,125

7,568,332

2,634,989

80,870,356

Fidelity Series Growth & Income Fund (formerly Fidelity Series Mega Cap Fund)

121,469,306

380,398,376

17,563,212

3,004,471

514,512,100

Fidelity Series Growth Company Fund

-

540,034,325

18,712,089

364,869

551,909,540

Fidelity Series High Income Fund

569,830,215

78,851,200

89,049,587

22,887,990

557,833,987

Fidelity Series Inflation-Protected Bond Index Fund

441,919,712

86,374,320

456,084,500

22,323

46,893,520

Fidelity Series International Growth Fund

522,512,545

145,623,149

46,821,612

4,525,967

694,679,743

Fidelity Series International Small Cap Fund

106,278,239

21,879,422

9,296,885

1,025,405

132,727,641

Fidelity Series International Value Fund

517,854,612

141,935,645

45,054,844

13,907,583

689,762,975

Fidelity Series Intrinsic Opportunities Fund

202,438,452

104,819,878

21,875,305

3,388,810

338,198,618

Fidelity Series Investment Grade Bond Fund

1,412,229,289

263,309,773

114,709,853

24,923,462

1,506,493,662

Fidelity Series Large Cap Value Fund

321,132,608

91,612,240

385,030,749

3,433,575

-

Fidelity Series Opportunistic Insights Fund

242,695,836

66,611,301

29,170,983

-

347,021,058

Fidelity Series Real Estate Equity Fund

50,770,463

14,524,732

4,470,111

848,418

55,244,403

Fidelity Series Real Estate Income Fund

45,908,504

6,219,542

7,321,394

2,179,409

41,640,994

Fidelity Series Small Cap Discovery Fund

-

80,670,275

1,258,339

79,762

82,668,282

Fidelity Series Small Cap Opportunities Fund

138,822,327

141,105,895

18,915,098

59,381

276,433,293

Fidelity Series Stock Selector Large Cap Value Fund

335,196,146

113,849,915

64,183,142

4,110,787

419,145,075

Fidelity Short-Term Bond Fund

26,919,395

18,485,097

30,984,907

184,886

14,372,980

Fidelity Small Cap Growth Fund

76,800,863

10,212,202

93,169,163

-

-

Fidelity Small Cap Value Fund

82,624,629

7,494,094

94,816,390

123,548

-

Total

$ 8,229,885,160

$ 3,589,451,175

$ 3,383,275,179

$ 111,469,886

$ 8,970,181,618

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $8,146,908,205. Net unrealized appreciation aggregated $823,273,413, of which $904,323,942 related to appreciated investment securities and $81,050,529 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® 2030 Fund

December 31, 2013

1.811347.109
F30-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 60.9%

Shares

Value

Commodity Funds - 2.5%

Fidelity Series Commodity Strategy Fund (a)(b)

35,979,681

$ 284,959,071

Domestic Equity Funds - 58.4%

Fidelity Series 100 Index Fund (b)

16,885,616

203,302,813

Fidelity Series 1000 Value Index Fund (b)

8,316,360

86,323,820

Fidelity Series All-Sector Equity Fund (b)

54,528,772

777,580,293

Fidelity Series Blue Chip Growth Fund (b)

62,398,164

664,540,445

Fidelity Series Equity-Income Fund (b)

82,064,101

1,009,388,436

Fidelity Series Growth & Income Fund (b)

59,874,262

768,186,788

Fidelity Series Growth Company Fund (b)

77,743,259

822,523,681

Fidelity Series Intrinsic Opportunities Fund (b)

36,131,694

501,507,916

Fidelity Series Opportunistic Insights Fund (b)

36,723,433

513,393,600

Fidelity Series Real Estate Equity Fund (b)

6,167,256

72,650,278

Fidelity Series Small Cap Discovery Fund (b)

10,558,889

109,918,039

Fidelity Series Small Cap Opportunities Fund (b)

30,554,414

410,956,868

Fidelity Series Stock Selector Large Cap Value Fund (b)

52,646,854

653,347,455

TOTAL DOMESTIC EQUITY FUNDS

6,593,620,432

TOTAL DOMESTIC EQUITY FUNDS

(Cost $6,190,258,058)


6,878,579,503

International Equity Funds - 25.8%

 

 

 

 

Developed International Equity Funds - 20.1%

Fidelity Series International Growth Fund (b)

72,477,285

1,041,498,587

Fidelity Series International Small Cap Fund (b)

13,575,218

210,687,381

Fidelity Series International Value Fund (b)

91,428,164

1,025,824,001

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

2,278,009,969

 

Shares

Value

Emerging Markets Equity Funds - 5.7%

Fidelity Series Emerging Markets Fund (b)

36,673,741

$ 643,624,148

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $2,545,017,899)


2,921,634,117

Bond Funds - 13.3%

 

 

 

 

High Yield Bond Funds - 8.5%

Fidelity Series Emerging Markets Debt Fund (b)

7,569,487

76,073,345

Fidelity Series Floating Rate High Income Fund (b)

9,190,030

95,484,414

Fidelity Series High Income Fund (b)

70,474,292

737,865,840

Fidelity Series Real Estate Income Fund (b)

4,817,501

52,269,888

TOTAL HIGH YIELD BOND FUNDS

961,693,487

Inflation-Protected Bond Funds - 0.1%

Fidelity Series Inflation-Protected Bond Index Fund (b)

1,224,091

12,289,870

Investment Grade Bond Funds - 4.7%

Fidelity Series Investment Grade Bond Fund (b)

48,179,202

535,270,939

TOTAL BOND FUNDS

(Cost $1,485,238,424)


1,509,254,296

TOTAL INVESTMENT
PORTFOLIO - 100.0%

(Cost $10,220,514,381)

11,309,467,916

NET OTHER ASSETS
(LIABILITIES) - 0.0%

(154 )

NET ASSETS - 100%

$ 11,309,467,762

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund

$ 487,624,225

$ 60,555,547

$ 615,374,546

$ 1,304,736

$ -

Fidelity Disciplined Equity Fund

107,095,744

153,201

112,431,415

-

-

Fidelity Growth Company Fund

674,931,574

33,233,323

830,292,617

-

-

Fidelity Series 100 Index Fund

166,481,556

40,155,272

30,080,114

3,769,400

203,302,813

Fidelity Series 1000 Value Index Fund

-

85,622,895

1,914,648

232,828

86,323,820

Fidelity Series All-Sector Equity Fund

720,496,458

102,361,424

122,914,077

6,489,889

777,580,293

Fidelity Series Blue Chip Growth Fund

-

640,072,173

14,295,054

544,381

664,540,445

Fidelity Series Commodity Strategy Fund

802,421,860

120,843,837

563,652,497

-

284,959,071

Fidelity Series Emerging Markets Debt Fund

83,008,083

8,346,884

8,894,927

3,177,876

76,073,345

Fidelity Series Emerging Markets Fund

428,616,306

231,890,273

43,268,166

6,116,708

643,624,148

Fidelity Series Equity-Income Fund

456,590,441

557,278,960

56,896,436

12,365,973

1,009,388,436

Fidelity Series Floating Rate High Income Fund

96,138,999

9,858,133

8,359,593

3,131,295

95,484,414

Fidelity Series Growth & Income Fund (formerly Fidelity Series Mega Cap Fund)

166,777,913

602,984,087

42,438,006

4,320,412

768,186,788

Fidelity Series Growth Company Fund

-

797,559,918

18,806,376

544,315

822,523,681

Fidelity Series High Income Fund

743,549,405

97,097,496

100,280,497

29,889,243

737,865,840

Fidelity Series Inflation-Protected Bond Index Fund

269,213,630

67,391,082

309,582,798

8,352

12,289,870

Fidelity Series International Growth Fund

709,484,571

309,849,984

80,062,569

7,027,404

1,041,498,587

Fidelity Series International Small Cap Fund

143,975,076

59,992,835

12,362,643

1,564,640

210,687,381

Fidelity Series International Value Fund

703,646,006

289,471,182

69,201,479

20,785,490

1,025,824,001

Fidelity Series Intrinsic Opportunities Fund

274,048,747

191,946,628

37,467,494

4,833,088

501,507,916

Fidelity Series Investment Grade Bond Fund

1,847,181,730

306,908,083

1,560,045,180

26,855,507

535,270,939

Fidelity Series Large Cap Value Fund

435,825,680

120,663,724

518,594,093

4,687,128

-

Fidelity Series Opportunistic Insights Fund

333,229,823

136,044,074

49,458,942

-

513,393,600

Fidelity Series Real Estate Equity Fund

68,265,551

18,390,701

6,608,480

1,126,053

72,650,278

Fidelity Series Real Estate Income Fund

54,011,577

6,676,091

4,641,584

2,623,155

52,269,888

Fidelity Series Small Cap Discovery Fund

-

108,422,639

2,854,980

106,240

109,918,039

Fidelity Series Small Cap Opportunities Fund

187,307,306

228,009,973

26,654,419

80,137

410,956,868

Fidelity Series Stock Selector Large Cap Value Fund

460,345,409

240,655,687

93,298,170

6,410,034

653,347,455

Fidelity Small Cap Growth Fund

104,061,555

12,818,340

125,187,667

-

-

Fidelity Small Cap Value Fund

112,068,277

8,791,350

127,193,082

167,177

-

Total

$ 10,636,397,502

$ 5,494,045,796

$ 5,593,112,549

$ 148,161,461

$ 11,309,467,916

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $10,241,912,488. Net unrealized appreciation aggregated $1,067,555,428, of which $1,159,613,704 related to appreciated investment securities and $92,058,276 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® 2035 Fund

December 31, 2013

1.811348.109
F35-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.2%

Shares

Value

Commodity Funds - 2.4%

Fidelity Series Commodity Strategy Fund (a)(b)

19,345,687

$ 153,217,839

Domestic Equity Funds - 60.8%

Fidelity Series 100 Index Fund (b)

9,735,729

117,218,171

Fidelity Series 1000 Value Index Fund (b)

6,661,201

69,143,262

Fidelity Series All-Sector Equity Fund (b)

32,874,685

468,793,008

Fidelity Series Blue Chip Growth Fund (b)

36,144,855

384,942,703

Fidelity Series Equity-Income Fund (b)

47,588,586

585,339,605

Fidelity Series Growth & Income Fund (b)

32,289,360

414,272,494

Fidelity Series Growth Company Fund (b)

44,595,044

471,815,570

Fidelity Series Intrinsic Opportunities Fund (b)

20,935,739

290,588,063

Fidelity Series Opportunistic Insights Fund (b)

20,956,386

292,970,270

Fidelity Series Real Estate Equity Fund (b)

3,919,243

46,168,683

Fidelity Series Small Cap Discovery Fund (b)

6,717,268

69,926,762

Fidelity Series Small Cap Opportunities Fund (b)

17,526,508

235,731,528

Fidelity Series Stock Selector Large Cap Value Fund (b)

30,761,174

381,746,172

TOTAL DOMESTIC EQUITY FUNDS

3,828,656,291

TOTAL DOMESTIC EQUITY FUNDS

(Cost $3,543,739,789)


3,981,874,130

International Equity Funds - 26.8%

 

 

 

 

Developed International Equity Funds - 20.9%

Fidelity Series International Growth Fund (b)

41,889,229

601,948,227

Fidelity Series International Small Cap Fund (b)

7,921,583

122,942,966

Fidelity Series International Value Fund (b)

52,904,954

593,593,589

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

1,318,484,782

 

Shares

Value

Emerging Markets Equity Funds - 5.9%

Fidelity Series Emerging Markets Fund (b)

21,238,770

$ 372,740,408

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $1,439,304,735)


1,691,225,190

Bond Funds - 10.0%

 

 

 

 

High Yield Bond Funds - 8.5%

Fidelity Series Emerging Markets Debt Fund (b)

4,212,622

42,336,849

Fidelity Series Floating Rate High Income Fund (b)

4,562,352

47,402,840

Fidelity Series High Income Fund (b)

39,718,575

415,853,483

Fidelity Series Real Estate Income Fund (b)

2,682,360

29,103,607

TOTAL HIGH YIELD BOND FUNDS

534,696,779

Investment Grade Bond Funds - 1.5%

Fidelity Series Investment Grade Bond Fund (b)

8,395,114

93,269,718

TOTAL BOND FUNDS

(Cost $609,732,482)


627,966,497

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $5,592,777,006)


6,301,065,817

NET OTHER ASSETS (LIABILITIES) - 0.0%

(41 )

NET ASSETS - 100%

$ 6,301,065,776

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund

$ 298,998,948

$ 40,043,603

$ 380,571,674

$ 810,549

$ -

Fidelity Disciplined Equity Fund

66,212,676

291,345

69,664,334

-

-

Fidelity Growth Company Fund

414,650,988

24,638,205

514,580,193

-

-

Fidelity Series 100 Index Fund

102,799,140

15,042,729

16,903,259

2,119,701

117,218,171

Fidelity Series 1000 Value Index Fund

-

68,173,333

872,942

147,444

69,143,262

Fidelity Series All-Sector Equity Fund

442,293,979

52,952,724

75,156,577

3,918,439

468,793,008

Fidelity Series Blue Chip Growth Fund

-

365,348,269

3,635,539

324,520

384,942,703

Fidelity Series Commodity Strategy Fund

492,118,400

86,164,225

377,871,042

-

153,217,839

Fidelity Series Emerging Markets Debt Fund

43,409,832

6,475,617

4,096,022

1,709,415

42,336,849

Fidelity Series Emerging Markets Fund

262,195,289

123,455,686

29,225,283

3,491,466

372,740,408

Fidelity Series Equity-Income Fund

274,206,122

305,052,670

25,074,605

7,342,531

585,339,605

Fidelity Series Floating Rate High Income Fund

46,146,895

6,932,387

4,587,028

1,540,058

47,402,840

Fidelity Series Growth & Income Fund (formerly Fidelity Series Mega Cap Fund)

100,171,919

303,214,744

12,144,688

2,469,305

414,272,494

Fidelity Series Growth Company Fund

-

453,548,114

7,465,779

311,506

471,815,570

Fidelity Series High Income Fund

389,678,722

63,180,503

35,648,909

15,988,656

415,853,483

Fidelity Series Inflation-Protected Bond Index Fund

-

1,215,829

1,216,525

31

-

Fidelity Series International Growth Fund

432,552,372

145,877,604

38,678,316

3,943,046

601,948,227

Fidelity Series International Small Cap Fund

87,758,173

31,886,066

8,348,963

935,472

122,942,966

Fidelity Series International Value Fund

428,597,716

142,876,749

40,202,309

12,012,621

593,593,589

Fidelity Series Intrinsic Opportunities Fund

164,216,602

102,450,623

20,198,262

2,877,082

290,588,063

Fidelity Series Investment Grade Bond Fund

541,689,061

127,051,721

558,243,467

8,210,840

93,269,718

Fidelity Series Large Cap Value Fund

268,013,652

78,926,172

323,112,111

2,917,064

-

Fidelity Series Opportunistic Insights Fund

200,195,104

57,044,444

19,968,757

-

292,970,270

Fidelity Series Real Estate Equity Fund

41,801,081

13,145,986

4,060,519

711,348

46,168,683

Fidelity Series Real Estate Income Fund

26,049,104

7,204,713

2,221,988

1,354,351

29,103,607

Fidelity Series Small Cap Discovery Fund

-

68,272,361

1,101,829

67,275

69,926,762

Fidelity Series Small Cap Opportunities Fund

115,116,706

123,146,657

15,493,500

47,845

235,731,528

Fidelity Series Stock Selector Large Cap Value Fund

276,611,948

127,721,514

50,119,164

20,988,918

381,746,172

Fidelity Small Cap Growth Fund

64,072,307

8,814,548

77,985,234

-

-

Fidelity Small Cap Value Fund

68,974,089

6,609,291

79,450,265

104,142

-

Total

$ 5,648,530,825

$ 2,956,758,432

$ 2,797,899,083

$ 94,343,625

$ 6,301,065,817

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $5,601,711,594. Net unrealized appreciation aggregated $699,354,223, of which $731,927,342 related to appreciated investment securities and $32,573,119 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® 2040 Fund

December 31, 2013

1.811349.109
F40-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.3%

Shares

Value

Commodity Funds - 2.5%

Fidelity Series Commodity Strategy Fund (a)(b)

22,627,823

$ 179,212,357

Domestic Equity Funds - 60.8%

Fidelity Series 100 Index Fund (b)

11,334,776

136,470,700

Fidelity Series 1000 Value Index Fund (b)

7,987,369

82,908,891

Fidelity Series All-Sector Equity Fund (b)

39,132,130

558,024,170

Fidelity Series Blue Chip Growth Fund (b)

41,869,670

445,911,983

Fidelity Series Equity-Income Fund (b)

55,154,978

678,406,235

Fidelity Series Growth & Income Fund (b)

37,325,319

478,883,842

Fidelity Series Growth Company Fund (b)

51,802,259

548,067,905

Fidelity Series Intrinsic Opportunities Fund (b)

24,540,881

340,627,431

Fidelity Series Opportunistic Insights Fund (b)

24,400,171

341,114,397

Fidelity Series Real Estate Equity Fund (b)

4,676,475

55,088,870

Fidelity Series Small Cap Discovery Fund (b)

7,941,245

82,668,362

Fidelity Series Small Cap Opportunities Fund (b)

20,409,296

274,505,036

Fidelity Series Stock Selector Large Cap Value Fund (b)

35,126,713

435,922,507

TOTAL DOMESTIC EQUITY FUNDS

4,458,600,329

TOTAL DOMESTIC EQUITY FUNDS

(Cost $4,126,210,021)


4,637,812,686

International Equity Funds - 26.8%

 

 

 

 

Developed International Equity Funds - 20.9%

Fidelity Series International Growth Fund (b)

48,698,527

699,797,839

Fidelity Series International Small Cap Fund (b)

9,192,594

142,669,059

Fidelity Series International Value Fund (b)

61,775,280

693,118,645

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

1,535,585,543

 

Shares

Value

Emerging Markets Equity Funds - 5.9%

Fidelity Series Emerging Markets Fund (b)

24,718,655

$ 433,812,401

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $1,694,299,554)


1,969,397,944

Bond Funds - 9.9%

 

 

 

 

High Yield Bond Funds - 8.4%

Fidelity Series Emerging Markets Debt Fund (b)

4,905,756

49,302,847

Fidelity Series Floating Rate High Income Fund (b)

4,608,174

47,878,926

Fidelity Series High Income Fund (b)

46,244,853

484,183,608

Fidelity Series Real Estate Income Fund (b)

3,122,951

33,884,023

TOTAL HIGH YIELD BOND FUNDS

615,249,404

Investment Grade Bond Funds - 1.5%

Fidelity Series Investment Grade Bond Fund (b)

10,231,698

113,674,169

TOTAL BOND FUNDS

(Cost $710,702,345)


728,923,573

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $6,531,211,920)

7,336,134,203

NET OTHER ASSETS (LIABILITIES) - 0.0%

(94 )

NET ASSETS - 100%

$ 7,336,134,109

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund

$ 361,613,965

$ 42,168,096

$ 454,033,905

$ 982,143

$ -

Fidelity Disciplined Equity Fund

79,383,963

-

83,206,973

-

-

Fidelity Growth Company Fund

501,108,462

20,278,072

612,869,932

-

-

Fidelity Series 100 Index Fund

123,280,464

13,933,652

20,125,408

2,521,366

136,470,700

Fidelity Series 1000 Value Index Fund

-

82,316,170

1,632,594

177,715

82,908,891

Fidelity Series All-Sector Equity Fund

532,276,904

56,156,727

89,561,760

4,693,622

558,024,170

Fidelity Series Blue Chip Growth Fund

-

429,318,603

10,811,116

377,294

445,911,983

Fidelity Series Commodity Strategy Fund

601,677,707

96,805,416

461,640,428

-

179,212,357

Fidelity Series Emerging Markets Debt Fund

52,626,055

5,992,134

5,173,304

2,044,756

49,302,847

Fidelity Series Emerging Markets Fund

318,012,165

125,702,177

29,793,128

4,098,116

433,812,401

Fidelity Series Equity-Income Fund

338,041,915

333,962,785

31,691,762

8,804,458

678,406,235

Fidelity Series Floating Rate High Income Fund

50,886,280

6,003,190

7,909,271

1,649,863

47,878,926

Fidelity Series Growth & Income Fund (formerly Fidelity Series Mega Cap Fund)

123,509,214

340,638,981

16,169,888

2,944,536

478,883,842

Fidelity Series Growth Company Fund

-

539,304,885

21,753,243

363,972

548,067,905

Fidelity Series High Income Fund

472,842,334

57,583,244

44,595,731

19,058,101

484,183,608

Fidelity Series International Growth Fund

525,753,805

150,784,217

51,237,573

4,659,866

699,797,839

Fidelity Series International Small Cap Fund

106,326,246

31,574,757

9,241,788

1,098,276

142,669,059

Fidelity Series International Value Fund

521,944,842

143,454,512

47,747,148

14,002,098

693,118,645

Fidelity Series Intrinsic Opportunities Fund

201,323,772

111,952,085

25,674,175

3,429,199

340,627,431

Fidelity Series Investment Grade Bond Fund

557,059,848

87,326,313

512,946,793

8,132,466

113,674,169

Fidelity Series Large Cap Value Fund

323,669,869

92,368,342

386,287,496

3,578,112

-

Fidelity Series Opportunistic Insights Fund

246,769,163

50,806,819

24,120,636

-

341,114,397

Fidelity Series Real Estate Equity Fund

49,363,878

16,449,562

4,919,305

859,376

55,088,870

Fidelity Series Real Estate Income Fund

28,880,044

9,779,618

2,614,062

1,533,414

33,884,023

Fidelity Series Small Cap Discovery Fund

-

81,938,184

2,544,824

80,236

82,668,362

Fidelity Series Small Cap Opportunities Fund

138,645,643

139,165,140

18,682,879

56,012

274,505,036

Fidelity Series Stock Selector Large Cap Value Fund

341,079,737

122,572,314

61,805,638

4,280,515

435,922,507

Fidelity Small Cap Growth Fund

78,158,932

9,715,212

94,024,698

-

-

Fidelity Small Cap Value Fund

84,334,462

6,633,796

95,597,765

126,169

-

Total

$ 6,758,569,669

$ 3,204,685,003

$ 3,228,413,223

$ 89,551,681

$ 7,336,134,203

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $6,545,469,463. Net unrealized appreciation aggregated $790,664,740, of which $838,569,357 related to appreciated investment securities and $47,904,617 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows: Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® 2045 Fund

December 31, 2013

1.843410.107
F45-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.3%

Shares

Value

Commodity Funds - 2.5%

Fidelity Series Commodity Strategy Fund (a)(b)

9,091,480

$ 72,004,519

Domestic Equity Funds - 60.8%

Fidelity Series 100 Index Fund (b)

4,565,640

54,970,311

Fidelity Series 1000 Value Index Fund (b)

3,258,429

33,822,490

Fidelity Series All-Sector Equity Fund (b)

15,941,874

227,331,117

Fidelity Series Blue Chip Growth Fund (b)

17,064,139

181,733,085

Fidelity Series Equity-Income Fund (b)

22,206,396

273,138,666

Fidelity Series Growth & Income Fund (b)

14,718,821

188,842,478

Fidelity Series Growth Company Fund (b)

20,877,842

220,887,571

Fidelity Series Intrinsic Opportunities Fund (b)

9,847,463

136,682,788

Fidelity Series Opportunistic Insights Fund (b)

9,826,078

137,368,568

Fidelity Series Real Estate Equity Fund (b)

1,938,802

22,839,087

Fidelity Series Small Cap Discovery Fund (b)

3,267,886

34,018,698

Fidelity Series Small Cap Opportunities Fund (b)

8,219,973

110,558,638

Fidelity Series Stock Selector Large Cap Value Fund (b)

13,951,123

173,133,437

TOTAL DOMESTIC EQUITY FUNDS

1,795,326,934

TOTAL DOMESTIC EQUITY FUNDS

(Cost $1,605,598,060)


1,867,331,453

International Equity Funds - 26.8%

 

 

 

 

Developed International Equity Funds - 20.9%

Fidelity Series International Growth Fund (b)

19,646,514

282,320,404

Fidelity Series International Small Cap Fund (b)

3,704,659

57,496,314

Fidelity Series International Value Fund (b)

24,813,442

278,406,824

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

618,223,542

 

Shares

Value

Emerging Markets Equity Funds - 5.9%

Fidelity Series Emerging Markets Fund (b)

9,956,809

$ 174,741,991

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $655,432,665)


792,965,533

Bond Funds - 9.9%

 

 

 

 

High Yield Bond Funds - 8.1%

Fidelity Series Emerging Markets Debt Fund (b)

1,962,266

19,720,772

Fidelity Series Floating Rate High Income Fund (b)

1,007,150

10,464,290

Fidelity Series High Income Fund (b)

18,626,426

195,018,680

Fidelity Series Real Estate Income Fund (b)

1,255,834

13,625,797

TOTAL HIGH YIELD BOND FUNDS

238,829,539

Investment Grade Bond Funds - 1.8%

Fidelity Series Investment Grade Bond Fund (b)

4,968,204

55,196,751

TOTAL BOND FUNDS

(Cost $284,142,625)


294,026,290

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $2,545,173,350)


2,954,323,276

NET OTHER ASSETS (LIABILITIES) - 0.0%

(15 )

NET ASSETS - 100%

$ 2,954,323,261

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund

$ 136,122,664

$ 25,853,188

$ 181,499,448

$ 386,494

$ -

Fidelity Disciplined Equity Fund

30,351,780

390,593

32,182,048

-

-

Fidelity Growth Company Fund

190,554,402

19,421,304

245,738,487

-

-

Fidelity Series 100 Index Fund

46,874,857

8,544,700

8,140,347

991,552

54,970,311

Fidelity Series 1000 Value Index Fund

-

33,188,179

277,446

73,175

33,822,490

Fidelity Series All-Sector Equity Fund

200,532,299

34,718,410

30,780,003

1,898,124

227,331,117

Fidelity Series Blue Chip Growth Fund

-

172,428,322

1,735,527

152,569

181,733,085

Fidelity Series Commodity Strategy Fund

229,013,206

50,511,714

184,658,525

-

72,004,519

Fidelity Series Emerging Markets Debt Fund

18,954,756

3,703,336

1,409,503

763,176

19,720,772

Fidelity Series Emerging Markets Fund

119,751,578

56,135,089

9,222,512

1,600,630

174,741,991

Fidelity Series Equity-Income Fund

123,866,150

144,790,412

10,151,173

3,430,971

273,138,666

Fidelity Series Floating Rate High Income Fund

9,460,149

2,130,479

886,513

330,062

10,464,290

Fidelity Series Growth & Income Fund (formerly Fidelity Series Mega Cap Fund)

45,248,499

137,309,987

5,031,798

1,172,865

188,842,478

Fidelity Series Growth Company Fund

-

217,358,992

8,706,390

145,500

220,887,571

Fidelity Series High Income Fund

225,447,407

43,555,393

73,266,273

9,215,240

195,018,680

Fidelity Series International Growth Fund

198,766,174

70,493,540

16,505,523

1,863,447

282,320,404

Fidelity Series International Small Cap Fund

40,506,495

14,990,782

3,433,811

448,409

57,496,314

Fidelity Series International Value Fund

197,947,938

67,198,995

16,568,054

5,528,016

278,406,824

Fidelity Series Intrinsic Opportunities Fund

74,797,958

49,137,304

7,796,262

1,366,788

136,682,788

Fidelity Series Investment Grade Bond Fund

112,141,719

29,856,384

82,919,680

1,821,106

55,196,751

Fidelity Series Large Cap Value Fund

122,272,345

43,580,590

153,603,810

1,432,826

-

Fidelity Series Opportunistic Insights Fund

90,463,001

28,270,341

7,607,251

-

137,368,568

Fidelity Series Real Estate Equity Fund

18,829,328

8,003,477

1,680,621

345,679

22,839,087

Fidelity Series Real Estate Income Fund

9,116,218

5,996,682

733,149

547,455

13,625,797

Fidelity Series Small Cap Discovery Fund

-

33,012,507

328,794

32,441

34,018,698

Fidelity Series Small Cap Opportunities Fund

52,242,976

58,163,461

5,934,593

22,331

110,558,638

Fidelity Series Stock Selector Large Cap Value Fund

125,094,985

52,654,479

17,572,583

1,693,769

173,133,437

Fidelity Small Cap Growth Fund

29,863,139

5,393,441

37,662,490

-

-

Fidelity Small Cap Value Fund

32,245,448

4,267,013

38,355,403

50,204

-

Total

$ 2,480,465,471

$ 1,421,059,094

$ 1,184,388,017

$ 35,312,829

$ 2,954,323,276

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $2,550,523,463. Net unrealized appreciation aggregated $403,799,813, of which $415,580,528 related to appreciated investment securities and $11,780,715 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® 2050 Fund

December 31, 2013

1.843411.107
F50-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.2%

Shares

Value

Commodity Funds - 2.4%

Fidelity Series Commodity Strategy Fund (a)(b)

7,417,417

$ 58,745,945

Domestic Equity Funds - 60.8%

Fidelity Series 100 Index Fund (b)

3,734,108

44,958,660

Fidelity Series 1000 Value Index Fund (b)

2,699,902

28,024,980

Fidelity Series All-Sector Equity Fund (b)

13,018,273

185,640,570

Fidelity Series Blue Chip Growth Fund (b)

14,019,227

149,304,767

Fidelity Series Equity-Income Fund (b)

18,022,164

221,672,617

Fidelity Series Growth & Income Fund (b)

12,186,829

156,357,013

Fidelity Series Growth Company Fund (b)

17,114,413

181,070,491

Fidelity Series Intrinsic Opportunities Fund (b)

8,044,353

111,655,618

Fidelity Series Opportunistic Insights Fund (b)

8,036,768

112,354,015

Fidelity Series Real Estate Equity Fund (b)

1,610,508

18,971,779

Fidelity Series Small Cap Discovery Fund (b)

2,702,774

28,135,880

Fidelity Series Small Cap Opportunities Fund (b)

6,679,958

89,845,437

Fidelity Series Stock Selector Large Cap Value Fund (b)

11,304,129

140,284,242

TOTAL DOMESTIC EQUITY FUNDS

1,468,276,069

TOTAL DOMESTIC EQUITY FUNDS

(Cost $1,310,752,514)


1,527,022,014

International Equity Funds - 26.8%

 

 

 

 

Developed International Equity Funds - 20.8%

Fidelity Series International Growth Fund (b)

15,958,920

229,329,678

Fidelity Series International Small Cap Fund (b)

3,079,747

47,797,677

Fidelity Series International Value Fund (b)

20,280,049

227,542,145

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

504,669,500

 

Shares

Value

Emerging Markets Equity Funds - 6.0%

Fidelity Series Emerging Markets Fund (b)

8,219,805

$ 144,257,577

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $535,019,742)


648,927,077

Bond Funds - 10.0%

 

 

 

 

High Yield Bond Funds - 7.9%

Fidelity Series Emerging Markets Debt Fund (b)

1,608,744

16,167,880

Fidelity Series Floating Rate High Income Fund (b)

244,347

2,538,768

Fidelity Series High Income Fund (b)

15,234,725

159,507,573

Fidelity Series Real Estate Income Fund (b)

1,025,128

11,122,638

TOTAL HIGH YIELD BOND FUNDS

189,336,859

Investment Grade Bond Funds - 2.1%

Fidelity Series Investment Grade Bond Fund (b)

4,590,576

51,001,302

TOTAL BOND FUNDS

(Cost $235,734,734)


240,338,161

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $2,081,506,990)


2,416,287,252

NET OTHER ASSETS (LIABILITIES) - 0.0%

(11 )

NET ASSETS - 100%

$ 2,416,287,241

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund

$ 115,551,329

$ 20,199,729

$ 152,225,167

$ 325,982

$ -

Fidelity Disciplined Equity Fund

25,531,228

192,269

26,940,623

-

-

Fidelity Growth Company Fund

161,156,910

14,945,389

206,030,129

-

-

Fidelity Series 100 Index Fund

39,559,755

6,641,066

7,632,178

820,424

44,958,660

Fidelity Series 1000 Value Index Fund

-

27,739,856

477,618

61,209

28,024,980

Fidelity Series All-Sector Equity Fund

169,849,558

28,662,252

32,432,454

1,548,625

185,640,570

Fidelity Series Blue Chip Growth Fund

-

146,442,670

6,360,729

127,200

149,304,767

Fidelity Series Commodity Strategy Fund

194,100,158

38,755,192

154,913,728

-

58,745,945

Fidelity Series Emerging Markets Debt Fund

15,753,724

2,974,990

1,273,809

636,589

16,167,880

Fidelity Series Emerging Markets Fund

100,492,737

44,344,006

7,272,215

1,307,365

144,257,577

Fidelity Series Equity-Income Fund

105,478,389

114,403,597

10,446,562

2,843,896

221,672,617

Fidelity Series Floating Rate High Income Fund

2,484,791

703,926

583,083

90,308

2,538,768

Fidelity Series Growth & Income Fund (formerly Fidelity Series Mega Cap Fund)

38,540,289

114,831,725

6,256,509

955,893

156,357,013

Fidelity Series Growth Company Fund

-

182,406,695

11,438,267

119,417

181,070,491

Fidelity Series High Income Fund

191,415,370

37,755,527

69,088,119

7,802,547

159,507,573

Fidelity Series International Growth Fund

166,678,653

52,656,897

14,552,994

1,521,545

229,329,678

Fidelity Series International Small Cap Fund

33,971,182

12,553,394

3,241,104

374,310

47,797,677

Fidelity Series International Value Fund

166,734,667

51,892,952

15,867,171

4,557,277

227,542,145

Fidelity Series Intrinsic Opportunities Fund

62,847,546

39,222,301

7,515,169

1,128,456

111,655,618

Fidelity Series Investment Grade Bond Fund

72,999,572

26,425,647

45,606,997

1,306,406

51,001,302

Fidelity Series Large Cap Value Fund

103,890,585

36,792,308

130,215,115

1,211,697

-

Fidelity Series Opportunistic Insights Fund

77,039,422

21,010,864

7,623,206

-

112,354,015

Fidelity Series Real Estate Equity Fund

15,606,153

6,761,536

1,488,289

286,954

18,971,779

Fidelity Series Real Estate Income Fund

6,758,487

5,585,330

638,594

428,240

11,122,638

Fidelity Series Small Cap Discovery Fund

-

27,862,218

834,588

26,950

28,135,880

Fidelity Series Small Cap Opportunities Fund

44,373,673

47,013,012

6,604,811

18,249

89,845,437

Fidelity Series Stock Selector Large Cap Value Fund

106,512,148

39,545,334

16,751,376

1,372,310

140,284,242

Fidelity Small Cap Growth Fund

25,199,447

4,527,532

31,734,413

-

-

Fidelity Small Cap Value Fund

27,218,917

3,487,604

32,232,096

41,899

-

Total

$ 2,069,744,690

$ 1,156,335,815

$ 1,008,277,113

$ 28,913,748

$ 2,416,287,252

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $2,087,169,365. Net unrealized appreciation aggregated $329,117,887, of which $341,615,774 related to appreciated investment securities and $12,497,887 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® 2055 Fund

December 31, 2013

1.927052.102
FF55-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.3%

Shares

Value

Commodity Funds - 2.5%

Fidelity Series Commodity Strategy Fund (a)(b)

961,264

$ 7,613,214

Domestic Equity Funds - 60.8%

Fidelity Series 100 Index Fund (b)

479,055

5,767,826

Fidelity Series 1000 Value Index Fund (b)

368,505

3,825,077

Fidelity Series All-Sector Equity Fund (b)

1,569,364

22,379,136

Fidelity Series Blue Chip Growth Fund (b)

1,795,333

19,120,296

Fidelity Series Equity-Income Fund (b)

2,333,805

28,705,800

Fidelity Series Growth & Income Fund (b)

1,563,325

20,057,465

Fidelity Series Growth Company Fund (b)

2,196,500

23,238,969

Fidelity Series Intrinsic Opportunities Fund (b)

1,033,734

14,348,227

Fidelity Series Opportunistic Insights Fund (b)

1,036,362

14,488,341

Fidelity Series Real Estate Equity Fund (b)

231,877

2,731,505

Fidelity Series Small Cap Discovery Fund (b)

338,371

3,522,447

Fidelity Series Small Cap Opportunities Fund (b)

868,219

11,677,542

Fidelity Series Stock Selector Large Cap Value Fund (b)

1,453,150

18,033,586

TOTAL DOMESTIC EQUITY FUNDS

187,896,217

TOTAL DOMESTIC EQUITY FUNDS

(Cost $179,380,362)


195,509,431

International Equity Funds - 27.0%

 

 

 

 

Developed International Equity Funds - 21.0%

Fidelity Series International Growth Fund (b)

2,041,413

29,335,107

Fidelity Series International Small Cap Fund (b)

415,587

6,449,918

Fidelity Series International Value Fund (b)

2,604,017

29,217,074

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

65,002,099

 

Shares

Value

Emerging Markets Equity Funds - 6.0%

Fidelity Series Emerging Markets Fund (b)

1,048,377

$ 18,399,015

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $73,672,315)


83,401,114

Bond Funds - 9.7%

 

 

 

 

High Yield Bond Funds - 7.5%

Fidelity Series Emerging Markets Debt Fund (b)

203,113

2,041,288

Fidelity Series Floating Rate High Income Fund (b)

2,982

30,980

Fidelity Series High Income Fund (b)

1,948,229

20,397,960

Fidelity Series Real Estate Income Fund (b)

72,473

786,327

TOTAL HIGH YIELD BOND FUNDS

23,256,555

Investment Grade Bond Funds - 2.2%

Fidelity Series Investment Grade Bond Fund (b)

610,982

6,788,008

TOTAL BOND FUNDS

(Cost $29,701,242)


30,044,563

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $282,753,919)

308,955,108

NET OTHER ASSETS (LIABILITIES) - 0.0%

1

NET ASSETS - 100%

$ 308,955,109

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning
of period

Purchases

Sales
Proceeds

Dividend Income

Value,
end of
period

Fidelity Blue Chip Growth Fund

$ 9,879,288

$ 7,056,843

$ 18,624,798

$ 36,483

$ -

Fidelity Disciplined Equity Fund

2,125,234

114,102

2,348,949

-

-

Fidelity Growth Company Fund

13,077,158

7,215,785

23,260,583

-

-

Fidelity Series 100 Index Fund

3,476,555

2,402,084

815,046

97,984

5,767,826

Fidelity Series 1000 Value Index Fund

-

3,759,315

35,568

8,328

3,825,077

Fidelity Series All-Sector Equity Fund

14,517,243

9,031,792

3,104,733

185,023

22,379,136

Fidelity Series Blue Chip Growth Fund

-

19,141,043

1,167,827

15,686

19,120,296

Fidelity Series Commodity Strategy Fund

15,240,996

11,420,041

17,149,579

-

7,613,214

Fidelity Series Emerging Markets Debt Fund

956,671

1,308,783

107,348

61,374

2,041,288

Fidelity Series Emerging Markets Fund

8,190,722

10,233,190

900,418

157,502

18,399,015

Fidelity Series Equity-Income Fund

7,029,662

21,422,816

1,027,953

313,707

28,705,800

Fidelity Series Floating Rate High Income Fund

5,037

28,278

1,657

658

30,980

Fidelity Series Growth & Income Fund (formerly Fidelity Series Mega Cap Fund)

2,567,293

16,965,548

480,132

119,718

20,057,465

Fidelity Series Growth Company Fund

-

23,304,084

1,309,016

14,726

23,238,969

Fidelity Series High Income Fund

14,299,373

12,962,181

6,882,590

793,153

20,397,960

Fidelity Series International Growth Fund

13,093,510

14,893,658

1,475,856

187,475

29,335,107

Fidelity Series International Small Cap Fund

2,643,631

3,636,339

293,183

48,201

6,449,918

Fidelity Series International Value Fund

12,932,413

15,029,172

1,438,624

555,329

29,217,074

Fidelity Series Intrinsic Opportunities Fund

4,477,624

8,843,508

788,555

134,830

14,348,227

Fidelity Series Investment Grade Bond Fund

128,171

6,757,129

34,180

22,767

6,788,008

Fidelity Series Large Cap Value Fund

8,323,887

7,227,003

14,068,056

143,486

-

Fidelity Series Opportunistic Insights Fund

5,158,995

7,653,162

726,167

-

14,488,341

Fidelity Series Real Estate Equity Fund

1,659,671

1,519,371

232,069

35,580

2,731,505

Fidelity Series Real Estate Income Fund

359,892

520,106

47,943

32,215

786,327

Fidelity Series Small Cap Discovery Fund

-

3,431,181

41,006

3,185

3,522,447

Fidelity Series Small Cap Opportunities Fund

3,818,377

7,813,117

491,303

2,421

11,677,542

Fidelity Series Stock Selector Large Cap Value Fund

7,059,938

11,061,747

1,055,052

171,664

18,033,586

Fidelity Small Cap Growth Fund

2,004,111

1,193,556

3,379,064

-

-

Fidelity Small Cap Value Fund

2,116,481

1,121,102

3,385,383

4,430

-

Total

$ 155,141,933

$ 237,066,036

$ 104,672,638

$ 3,145,925

$ 308,955,108

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $283,083,984. Net unrealized appreciation aggregated $25,871,124, of which $26,563,682 related to appreciated investment securities and $692,558 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom Income Fund ®

December 31, 2013

1.811331.109
FRI-QTLY-0214


Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 17.3%

Shares

Value

Commodity Funds - 1.4%

Fidelity Series Commodity Strategy Fund (a)(c)

3,627,629

$ 28,730,820

Domestic Equity Funds - 15.9%

Fidelity Series 100 Index Fund (c)

782,863

9,425,668

Fidelity Series 1000 Value Index Fund (c)

372,375

3,865,255

Fidelity Series All-Sector Equity Fund (c)

2,862,242

40,815,578

Fidelity Series Blue Chip Growth Fund (c)

2,960,387

31,528,121

Fidelity Series Equity-Income Fund (c)

3,831,299

47,124,974

Fidelity Series Growth & Income Fund (c)

2,820,049

36,181,231

Fidelity Series Growth Company Fund (c)

3,700,664

39,153,026

Fidelity Series Intrinsic Opportunities Fund (c)

1,696,987

23,554,184

Fidelity Series Opportunistic Insights Fund (c)

1,686,008

23,570,385

Fidelity Series Real Estate Equity Fund (c)

340,409

4,010,022

Fidelity Series Small Cap Discovery Fund (c)

591,229

6,154,696

Fidelity Series Small Cap Opportunities Fund (c)

1,435,895

19,312,790

Fidelity Series Stock Selector Large Cap Value Fund (c)

2,554,387

31,699,945

TOTAL DOMESTIC EQUITY FUNDS

316,395,875

TOTAL DOMESTIC EQUITY FUNDS

(Cost $301,326,853)


345,126,695

International Equity Funds - 7.3%

 

 

 

 

Developed International Equity Funds - 5.7%

Fidelity Series International Growth Fund (c)

3,568,017

51,272,401

Fidelity Series International Small Cap Fund (c)

748,543

11,617,390

Fidelity Series International Value Fund (c)

4,532,092

50,850,073

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

113,739,864

Emerging Markets Equity Funds - 1.6%

Fidelity Series Emerging Markets Fund (c)

1,813,542

31,827,653

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $118,525,605)


145,567,517

Bond Funds - 45.5%

Shares

Value

High Yield Bond Funds - 7.1%

Fidelity Series Emerging Markets Debt Fund (c)

1,164,940

$ 11,707,647

Fidelity Series Floating Rate High Income Fund (c)

2,243,526

23,310,238

Fidelity Series High Income Fund (c)

9,502,585

99,492,061

Fidelity Series Real Estate Income Fund (c)

660,674

7,168,308

TOTAL HIGH YIELD BOND FUNDS

141,678,254

Inflation-Protected Bond Funds - 2.9%

Fidelity Series Inflation-Protected Bond Index Fund (c)

5,715,753

57,386,156

Investment Grade Bond Funds - 35.5%

Fidelity Series Investment Grade Bond Fund (c)

63,672,055

707,396,534

TOTAL BOND FUNDS

(Cost $882,136,517)


906,460,944

Short-Term Funds - 29.9%

 

 

 

 

Fidelity Institutional Money Market Portfolio Institutional Class 0.04% (b)(c)

328,346,582

328,346,582

Fidelity Short-Term Bond Fund (c)

31,335,536

268,858,897

TOTAL SHORT-TERM FUNDS

(Cost $598,295,641)


597,205,479

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $1,900,284,616)


1,994,360,635

NET OTHER ASSETS (LIABILITIES) - 0.0%

(7,028 )

NET ASSETS - 100%

$ 1,994,353,607

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund

$ 29,550,512

$ 4,985,217

$ 38,498,612

$ 74,236

$ -

Fidelity Disciplined Equity Fund

6,471,462

7,891

6,781,787

-

-

Fidelity Growth Company Fund

39,532,972

4,406,036

50,956,554

-

-

Fidelity Institutional Money Market Portfolio Institutional Class

475,076,345

12,934,223

159,663,984

346,522

328,346,582

Fidelity Series 100 Index Fund

10,058,863

1,300,220

3,470,826

177,341

9,425,668

Fidelity Series 1000 Value Index Fund

-

3,842,070

119,791

13,052

3,865,255

Fidelity Series All-Sector Equity Fund

43,443,824

3,639,232

10,917,375

341,239

40,815,578

Fidelity Series Blue Chip Growth Fund

-

34,525,565

5,051,950

27,436

31,528,121

Fidelity Series Commodity Strategy Fund

41,898,415

3,058,615

12,533,685

-

28,730,820

Fidelity Series Emerging Markets Debt Fund

11,658,104

2,243,548

1,315,522

430,593

11,707,647

Fidelity Series Emerging Markets Fund

26,453,092

7,856,093

3,762,713

298,784

31,827,653

Fidelity Series Equity-Income Fund

27,580,149

38,828,470

22,678,374

661,500

47,124,974

Fidelity Series Floating Rate High Income Fund

25,249,630

2,176,715

3,588,517

779,525

23,310,238

Fidelity Series Growth & Income Fund (formerly Fidelity Series Mega Cap Fund)

10,075,586

27,973,492

4,221,145

215,608

36,181,231

Fidelity Series Growth Company Fund

-

42,728,179

5,824,167

26,242

39,153,026

Fidelity Series High Income Fund

108,369,867

6,975,737

15,411,197

4,076,539

99,492,061

Fidelity Series Inflation-Protected Bond Index Fund

249,889,843

9,831,444

186,227,122

23,663

57,386,156

Fidelity Series International Growth Fund

43,822,625

10,278,707

8,309,713

345,670

51,272,401

Fidelity Series International Small Cap Fund

8,972,020

3,707,858

2,060,631

91,967

11,617,390

Fidelity Series International Value Fund

43,630,979

20,636,325

19,246,818

1,063,241

50,850,073

Fidelity Series Intrinsic Opportunities Fund

18,436,302

4,282,209

3,377,995

249,909

23,554,184

Fidelity Series Investment Grade Bond Fund

471,536,497

316,453,033

61,995,542

8,532,321

707,396,534

Fidelity Series Large Cap Value Fund

25,177,407

6,636,227

29,757,248

263,692

-

Fidelity Series Opportunistic Insights Fund

20,136,167

3,037,869

4,726,968

-

23,570,385

Fidelity Series Real Estate Equity Fund

4,218,184

816,528

592,159

64,216

4,010,022

Fidelity Series Real Estate Income Fund

8,061,268

792,858

1,158,799

365,635

7,168,308

Fidelity Series Small Cap Discovery Fund

-

6,118,009

208,000

5,963

6,154,696

Fidelity Series Small Cap Opportunities Fund

11,333,546

9,959,487

3,178,569

4,209

19,312,790

Fidelity Series Stock Selector Large Cap Value Fund

27,676,866

9,564,273

8,331,138

313,780

31,699,945

Fidelity Short-Term Bond Fund

390,811,762

11,578,052

132,653,178

2,166,371

268,858,897

Fidelity Small Cap Growth Fund

6,072,452

674,215

7,229,463

-

-

Fidelity Small Cap Value Fund

6,512,618

407,601

7,281,383

9,540

-

Total

$ 2,191,707,357

$ 612,255,998

$ 821,130,925

$ 20,968,794

$ 1,994,360,635

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $1,901,417,578. Net unrealized appreciation aggregated $92,943,057, of which $106,040,982 related to appreciated investment securities and $13,097,925 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® Index 2000 Fund - Class W

December 31, 2013

1.906831.104
FRX-W-X00-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 16.7%

Shares

Value

Commodity Funds - 1.0%

Fidelity Series Commodity Strategy Fund Class F (a)(c)

79,587

$ 634,305

Domestic Equity Funds - 15.7%

Spartan Total Market Index Fund Class F (c)

173,373

9,382,932

TOTAL DOMESTIC EQUITY FUNDS

(Cost $7,328,789)


10,017,237

International Equity Funds - 7.2%

 

 

 

 

Developed International Equity Funds - 7.2%

Fidelity Series Global ex U.S. Index Fund (c)
(Cost $3,685,704)

350,534


4,290,537

Bond Funds - 46.1%

 

 

 

 

Inflation-Protected Bond Funds - 6.0%

Fidelity Series Inflation-Protected Bond Index Fund Class F (c)

357,254

3,590,408

 

Shares

Value

Investment Grade Bond Funds - 40.1%

Spartan U.S. Bond Index Fund Class F (c)

2,111,788

$ 23,989,907

TOTAL BOND FUNDS

(Cost $28,106,337)


27,580,315

Short-Term Funds - 30.0%

 

 

 

 

Fidelity Institutional Money Market Portfolio Class F 0.07% (b)(c)
(Cost $17,952,038)

17,952,038


17,952,038

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $57,072,868)


59,840,127

NET OTHER ASSETS (LIABILITIES) - 0.0%

(3,035 )

NET ASSETS - 100%

$ 59,837,092

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value, beginning of period

Purchases

Sales
Proceeds

Dividend Income

Value,
end of
period

Fidelity Institutional Money Market Portfolio Class F

$ 23,501,543

$ 5,734,712

$ 11,284,217

$ 17,678

$ 17,952,038

Fidelity Series Commodity Strategy Fund Class F

1,166,142

356,635

784,394

-

634,305

Fidelity Series Global ex U.S. Index Fund

3,164,687

1,975,124

1,140,681

4,285,453

4,290,537

Fidelity Series Inflation-Protected Bond Index Fund Class F

7,042,780

2,197,908

4,976,088

3,351,047

3,590,408

Spartan Total Market Index Fund Class F

7,448,502

3,978,876

3,380,132

152,190

9,382,932

Spartan U.S. Bond Index Fund Class F

16,457,641

12,305,119

4,069,186

314,425

23,989,907

Total

$ 58,781,295

$ 26,548,374

$ 25,634,698

$ 8,120,793

$ 59,840,127

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $57,230,762. Net unrealized appreciation aggregated $2,609,365, of which $3,332,402 related to appreciated investment securities and $723,037 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® Index 2005 Fund - Class W

December 31, 2013

1.906833.104
FRX-W-X05-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 28.3%

Shares

Value

Commodity Funds - 1.0%

Fidelity Series Commodity Strategy Fund Class F (a)(c)

85,509

$ 681,507

Domestic Equity Funds - 27.3%

Spartan Total Market Index Fund Class F (c)

321,639

17,407,084

TOTAL DOMESTIC EQUITY FUNDS

(Cost $13,529,883)


18,088,591

International Equity Funds - 12.1%

 

 

 

 

Developed International Equity Funds - 12.1%

Fidelity Series Global ex U.S. Index Fund (c)
(Cost $6,859,673)

631,195


7,725,828

Bond Funds - 40.1%

 

 

 

 

Inflation-Protected Bond Funds - 4.5%

Fidelity Series Inflation-Protected Bond Index Fund Class F (c)

281,240

2,826,466

 

Shares

Value

Investment Grade Bond Funds - 35.6%

Spartan U.S. Bond Index Fund Class F (c)

2,001,546

$ 22,737,566

TOTAL BOND FUNDS

(Cost $26,034,461)


25,564,032

Short-Term Funds - 19.5%

 

 

 

 

Fidelity Institutional Money Market Portfolio Class F 0.07% (b)(c)
(Cost $12,459,632)

12,459,632


12,459,632

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $58,883,649)

63,838,083

NET OTHER ASSETS (LIABILITIES) - 0.0%

(3,052 )

NET ASSETS - 100%

$ 63,835,031

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Institutional Money Market Portfolio Class F

$ 19,599,320

$ 3,744,663

$ 10,884,349

$ 140,504

$ 12,459,632

Fidelity Series Commodity Strategy Fund Class F

2,391,366

423,785

1,924,758

-

681,507

Fidelity Series Global ex U.S. Index Fund

5,803,062

2,838,072

1,438,820

148,872

7,725,828

Fidelity Series Inflation-Protected Bond Index Fund Class F

6,114,582

1,409,306

4,124,556

2,569

2,826,466

Spartan Total Market Index Fund Class F

13,558,872

5,413,579

3,898,499

259,584

17,407,084

Spartan U.S. Bond Index Fund Class F

15,520,084

10,895,712

3,016,603

293,524

22,737,566

Total

$ 62,987,286

$ 24,725,117

$ 25,287,585

$ 845,053

$ 63,838,083

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $59,075,705. Net unrealized appreciation aggregated $4,762,378, of which $5,395,209 related to appreciated investment securities and $632,831 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® Index 2010 Fund - Class W

December 31, 2013

1.906835.104
FRX-W-X10-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 34.6%

Shares

Value

Commodity Funds - 1.2%

Fidelity Series Commodity Strategy Fund Class F (a)(c)

624,388

$ 4,976,375

Domestic Equity Funds - 33.4%

Spartan Total Market Index Fund Class F (c)

2,577,744

139,507,523

TOTAL DOMESTIC EQUITY FUNDS

(Cost $103,809,788)


144,483,898

International Equity Funds - 14.8%

 

 

 

 

Developed International Equity Funds - 14.8%

Fidelity Series Global ex U.S. Index Fund (c)
(Cost $53,029,207)

5,042,517


61,720,414

Bond Funds - 36.5%

 

 

 

 

Inflation-Protected Bond Funds - 3.7%

Fidelity Series Inflation-Protected Bond Index Fund Class F (c)

1,517,850

15,254,397

 

Shares

Value

Investment Grade Bond Funds - 32.8%

Spartan U.S. Bond Index Fund Class F (c)

12,066,062

$ 137,070,464

TOTAL BOND FUNDS

(Cost $155,387,546)


152,324,861

Short-Term Funds - 14.1%

 

 

 

 

Fidelity Institutional Money Market Portfolio Class F 0.07% (b)(c)
(Cost $59,154,012)

59,154,012


59,154,012

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $371,380,553)


417,683,185

NET OTHER ASSETS (LIABILITIES) - 0.0%

(21,789 )

NET ASSETS - 100%

$ 417,661,396

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Institutional Money Market Portfolio Class F

$ 47,815,558

$ 23,647,687

$ 12,309,233

$ 40,348

$ 59,154,012

Fidelity Series Commodity Strategy Fund Class F

19,073,441

5,088,235

17,505,440

-

4,976,375

Fidelity Series Global ex U.S. Index Fund

46,607,658

19,761,078

9,242,942

-

61,720,414

Fidelity Series Inflation-Protected Bond Index Fund Class F

38,492,235

10,915,700

30,580,922

1,429,298

15,254,397

Spartan Total Market Index Fund Class F

109,281,717

38,736,474

27,979,088

1,988,302

139,507,523

Spartan U.S. Bond Index Fund Class F

103,610,011

54,047,648

16,276,107

1,950,997

137,070,464

Total

$ 364,880,620

$ 152,196,821

$ 113,893,732

$ 5,408,945

$ 417,683,185

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $372,654,189. Net unrealized appreciation aggregated $45,028,996, of which $48,979,996 related to appreciated investment securities and $3,951,000 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® Index 2015 Fund - Class W

December 31, 2013

1.906837.104
FRX-W-X15-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 39.7%

Shares

Value

Commodity Funds - 1.3%

Fidelity Series Commodity Strategy Fund Class F (a)(c)

1,304,239

$ 10,394,787

Domestic Equity Funds - 38.4%

Spartan Total Market Index Fund Class F (c)

5,902,982

319,469,399

TOTAL DOMESTIC EQUITY FUNDS

(Cost $248,064,015)


329,864,186

International Equity Funds - 17.0%

 

 

 

 

Developed International Equity Funds - 17.0%

Fidelity Series Global ex U.S. Index Fund (c)
(Cost $124,017,704)

11,526,178


141,080,417

Bond Funds - 33.5%

 

 

 

 

Inflation-Protected Bond Funds - 2.8%

Fidelity Series Inflation-Protected Bond Index Fund Class F (c)

2,350,664

23,624,171

 

Shares

Value

Investment Grade Bond Funds - 30.7%

Spartan U.S. Bond Index Fund Class F (c)

22,455,959

$ 255,099,693

TOTAL BOND FUNDS

(Cost $285,400,779)


278,723,864

Short-Term Funds - 9.8%

 

 

 

 

Fidelity Institutional Money Market Portfolio Class F 0.07% (b)(c)
(Cost $81,981,821)

81,981,821


81,981,821

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $739,464,319)


831,650,288

NET OTHER ASSETS (LIABILITIES) - 0.0%

(44,074 )

NET ASSETS - 100%

$ 831,606,214

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Institutional Money Market Portfolio Class F

$ 66,853,664

$ 24,419,932

$ 9,291,775

$ 57,363

$ 81,981,821

Fidelity Series Commodity Strategy Fund Class F

36,867,827

11,054,949

34,158,929

-

10,394,787

Fidelity Series Global ex U.S. Index Fund

89,747,642

51,978,119

10,577,216

2,438,871

141,080,417

Fidelity Series Inflation-Protected Bond Index Fund Class F

70,497,058

21,815,942

62,254,285

30,847

23,624,171

Spartan Total Market Index Fund Class F

210,325,614

99,751,597

32,361,824

4,454,751

319,469,399

Spartan U.S. Bond Index Fund Class F

198,036,397

81,292,983

15,947,587

3,938,611

255,099,693

Total

$ 672,328,202

$ 290,313,522

$ 164,591,616

$ 10,920,443

$ 831,650,288

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $741,428,100. Net unrealized appreciation aggregated $90,222,188, of which $98,104,104 related to appreciated investment securities and $7,881,916 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® Index 2020 Fund - Class W

December 31, 2013

1.906839.104
FRX-W-X20-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 43.7%

Shares

Value

Commodity Funds - 1.3%

Fidelity Series Commodity Strategy Fund Class F (a)(c)

3,061,367

$ 24,399,099

Domestic Equity Funds - 42.4%

Spartan Total Market Index Fund Class F (c)

14,959,637

809,615,558

TOTAL DOMESTIC EQUITY FUNDS

(Cost $638,756,057)


834,014,657

International Equity Funds - 18.7%

 

 

 

 

Developed International Equity Funds - 18.7%

Fidelity Series Global ex U.S. Index Fund (c)
(Cost $316,471,386)

29,139,026


356,661,677

Bond Funds - 31.2%

 

 

 

 

Inflation-Protected Bond Funds - 2.1%

Fidelity Series Inflation-Protected Bond Index Fund Class F (c)

3,857,677

38,769,656

 

Shares

Value

Investment Grade Bond Funds - 29.1%

Spartan U.S. Bond Index Fund Class F (c)

48,856,322

$ 555,007,816

TOTAL BOND FUNDS

(Cost $609,396,518)


593,777,472

Short-Term Funds - 6.4%

 

 

 

 

Fidelity Institutional Money Market Portfolio Class F 0.07% (b)(c)
(Cost $122,720,447)

122,720,447


122,720,447

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $1,687,344,408)


1,907,174,253

NET OTHER ASSETS (LIABILITIES) - 0.0%

(100,439 )

NET ASSETS - 100%

$ 1,907,073,814

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Institutional Money Market Portfolio Class F

$ 100,319,895

$ 38,721,216

$ 16,320,664

$ 90,320

$ 122,720,447

Fidelity Series Commodity Strategy Fund Class F

85,724,274

28,893,501

82,211,082

-

24,399,099

Fidelity Series Global ex U.S. Index Fund

208,642,305

146,677,904

21,044,784

6,204,402

356,661,677

Fidelity Series Inflation-Protected Bond Index Fund Class F

125,218,309

48,179,260

122,761,527

57,458

38,769,656

Spartan Total Market Index Fund Class F

488,754,404

290,236,583

68,621,929

11,249,592

809,615,558

Spartan U.S. Bond Index Fund Class F

422,284,130

177,310,725

26,194,276

8,608,551

555,007,816

Total

$ 1,430,943,317

$ 730,019,189

$ 337,154,262

$ 26,210,323

$ 1,907,174,253

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $1,691,791,945. Net unrealized appreciation aggregated $215,382,308, of which $233,863,196 related to appreciated investment securities and $18,480,888 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® Index 2025 Fund - Class W

December 31, 2013

1.906841.104
FRX-W-X25-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 51.2%

Shares

Value

Commodity Funds - 1.3%

Fidelity Series Commodity Strategy Fund Class F (a)(c)

2,178,212

$ 17,360,348

Domestic Equity Funds - 49.9%

Spartan Total Market Index Fund Class F (c)

11,962,567

647,414,124

TOTAL DOMESTIC EQUITY FUNDS

(Cost $508,577,168)


664,774,472

International Equity Funds - 21.9%

 

 

 

 

Developed International Equity Funds - 21.9%

Fidelity Series Global ex U.S. Index Fund (c)
(Cost $252,196,922)

23,243,832


284,504,509

Bond Funds - 26.5%

 

 

 

 

Inflation-Protected Bond Funds - 1.2%

Fidelity Series Inflation-Protected Bond Index Fund Class F (c)

1,582,161

15,900,718

 

Shares

Value

Investment Grade Bond Funds - 25.3%

Spartan U.S. Bond Index Fund Class F (c)

28,906,302

$ 328,375,590

TOTAL BOND FUNDS

(Cost $353,354,346)


344,276,308

Short-Term Funds - 0.4%

 

 

 

 

Fidelity Institutional Money Market Portfolio Class F 0.07% (b)(c)
(Cost $4,404,741)

4,404,741


4,404,741

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $1,118,533,177)

1,297,960,030

NET OTHER ASSETS (LIABILITIES) - 0.0%

(65,200 )

NET ASSETS - 100%

$ 1,297,894,830

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Institutional Money Market Portfolio Class F

$ 7,600,628

$ 8,723,071

$ 11,918,958

$ 6,777

$ 4,404,741

Fidelity Series Commodity Strategy Fund Class F

71,179,350

21,776,385

68,893,729

-

17,360,348

Fidelity Series Global ex U.S. Index Fund

173,070,220

102,052,552

9,861,484

5,056,828

284,504,509

Fidelity Series Inflation-Protected Bond Index Fund Class F

55,570,948

20,206,629

54,710,032

25,715

15,900,718

Spartan Total Market Index Fund Class F

404,921,876

194,432,108

35,086,209

9,190,281

647,414,124

Spartan U.S. Bond Index Fund Class F

257,122,902

92,274,483

10,031,399

5,232,951

328,375,590

Total

$ 969,465,924

$ 439,465,228

$ 190,501,811

$ 19,512,552

$ 1,297,960,030

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $1,121,642,827. Net unrealized appreciation aggregated $176,317,203, of which $187,116,414 related to appreciated investment securities and $10,799,211 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® Index 2030 Fund - Class W

December 31, 2013

1.906844.104
FRX-W-X30-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 60.0%

Shares

Value

Commodity Funds - 1.3%

Fidelity Series Commodity Strategy Fund Class F (a)(b)

2,737,046

$ 21,814,254

Domestic Equity Funds - 58.7%

Spartan Total Market Index Fund Class F (b)

17,652,759

955,367,312

TOTAL DOMESTIC EQUITY FUNDS

(Cost $769,052,129)


977,181,566

International Equity Funds - 25.7%

 

 

 

 

Developed International Equity Funds - 25.7%

Fidelity Series Global ex U.S. Index Fund (b)
(Cost $375,465,664)

34,184,480


418,418,035

Bond Funds - 14.3%

 

 

 

 

Inflation-Protected Bond Funds - 0.4%

Fidelity Series Inflation-Protected Bond Index Fund Class F (b)

634,092

6,372,627

 

Shares

Value

Investment Grade Bond Funds - 13.9%

Spartan U.S. Bond Index Fund Class F (b)

19,862,678

$ 225,640,026

TOTAL BOND FUNDS

(Cost $236,093,350)


232,012,653

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $1,380,611,143)

1,627,612,254

NET OTHER ASSETS (LIABILITIES) - 0.0%

(78,297 )

NET ASSETS - 100%

$ 1,627,533,957

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Series Commodity Strategy Fund Class F

$ 92,677,921

$ 31,431,738

$ 93,601,697

$ -

$ 21,814,254

Fidelity Series Global ex U.S. Index Fund

225,863,581

186,275,076

18,159,596

7,259,111

418,418,035

Fidelity Series Inflation-Protected Bond Index Fund Class F

33,257,799

15,176,724

39,094,277

14,928

6,372,627

Spartan Total Market Index Fund Class F

529,177,253

371,856,776

56,161,452

13,040,004

955,367,312

Spartan U.S. Bond Index Fund Class F

322,153,701

101,222,905

185,496,643

5,935,639

225,640,026

Total

$ 1,203,130,255

$ 705,963,219

$ 392,513,665

$ 26,249,682

$ 1,627,612,254

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $1,384,310,811. Net unrealized appreciation aggregated $243,301,443, of which $249,626,528 related to appreciated investment securities and $6,325,085 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® Index 2035 Fund - Class W

December 31, 2013

1.906847.104
FRX-W-X35-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.0%

Shares

Value

Commodity Funds - 1.4%

Fidelity Series Commodity Strategy Fund Class F (a)(b)

1,670,958

$ 13,317,539

Domestic Equity Funds - 61.6%

Spartan Total Market Index Fund Class F (b)

10,920,717

591,029,229

TOTAL DOMESTIC EQUITY FUNDS

(Cost $471,438,082)


604,346,768

International Equity Funds - 27.0%

 

 

 

 

Developed International Equity Funds - 27.0%

Fidelity Series Global ex U.S. Index Fund (b)
(Cost $231,291,584)

21,143,740


258,799,373

Bond Funds - 10.0%

 

 

 

 

Inflation-Protected Bond Funds - 0.0%

Fidelity Series Inflation-Protected Bond Index Fund Class F (b)

31,661

318,194

 

Shares

Value

Investment Grade Bond Funds - 10.0%

Spartan U.S. Bond Index Fund Class F (b)

8,442,407

$ 95,905,748

TOTAL BOND FUNDS

(Cost $97,804,404)


96,223,942

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $800,534,070)


959,370,083

NET OTHER ASSETS (LIABILITIES) - 0.0%

(40,965 )

NET ASSETS - 100%

$ 959,329,118

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Series Commodity Strategy Fund Class F

$ 60,712,970

$ 21,039,402

$ 62,596,226

$ -

$ 13,317,539

Fidelity Series Global ex U.S. Index Fund

149,104,428

100,010,002

7,198,825

4,487,200

258,799,373

Fidelity Series Inflation-Protected Bond Index Fund Class F

-

1,333,661

963,244

600

318,194

Spartan Total Market Index Fund Class F

349,146,461

192,506,452

23,834,076

8,149,482

591,029,229

Spartan U.S. Bond Index Fund Class F

130,113,491

44,853,827

73,966,521

2,552,010

95,905,748

Total

$ 689,077,350

$ 359,743,344

$ 168,558,892

$ 15,189,292

$ 959,370,083

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $802,524,473. Net unrealized appreciation aggregated $156,845,610, of which $159,464,394 related to appreciated investment securities and $2,618,784 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® Index 2040 Fund - Class W

December 31, 2013

1.906849.104
FRX-W-X40-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.0%

Shares

Value

Commodity Funds - 1.4%

Fidelity Series Commodity Strategy Fund Class F (a)(b)

1,984,298

$ 15,814,853

Domestic Equity Funds - 61.6%

Spartan Total Market Index Fund Class F (b)

12,731,388

689,022,705

TOTAL DOMESTIC EQUITY FUNDS

(Cost $545,309,486)


704,837,558

International Equity Funds - 27.0%

 

 

 

 

Developed International Equity Funds - 27.0%

Fidelity Series Global ex U.S. Index Fund (b)
(Cost $268,232,969)

24,654,787


301,774,596

Bond Funds - 10.0%

Shares

Value

Investment Grade Bond Funds - 10.0%

Spartan U.S. Bond Index Fund Class F (b)
(Cost $114,354,226)

9,855,235

$ 111,955,474

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $927,896,681)


1,118,567,628

NET OTHER ASSETS (LIABILITIES) - 0.0%

(46,657 )

NET ASSETS - 100%

$ 1,118,520,971

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Series Commodity Strategy Fund Class F

$ 73,364,708

$ 26,503,745

$ 77,101,651

$ -

$ 15,814,853

Fidelity Series Global ex U.S. Index Fund

178,486,716

119,115,779

15,280,054

5,254,408

301,774,596

Spartan Total Market Index Fund Class F

417,883,477

228,861,991

43,574,272

9,582,898

689,022,705

Spartan U.S. Bond Index Fund Class F

140,766,317

49,738,225

72,976,543

2,691,935

111,955,474

Total

$ 810,501,218

$ 424,219,740

$ 208,932,520

$ 17,529,241

$ 1,118,567,628

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $930,250,019. Net unrealized appreciation aggregated $188,317,609, of which $191,952,286 related to appreciated investment securities and $3,634,677 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® Index 2045 Fund - Class W

December 31, 2013

1.906851.104
FRX-W-X45-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.0%

Shares

Value

Commodity Funds - 1.4%

Fidelity Series Commodity Strategy Fund Class F (a)(b)

967,149

$ 7,708,179

Domestic Equity Funds - 61.6%

Spartan Total Market Index Fund Class F (b)

6,152,958

332,998,095

TOTAL DOMESTIC EQUITY FUNDS

(Cost $266,122,897)


340,706,274

International Equity Funds - 27.0%

 

 

 

 

Developed International Equity Funds - 27.0%

Fidelity Series Global ex U.S. Index Fund (b)
(Cost $130,073,172)

11,915,543


145,846,249

Bond Funds - 10.0%

Shares

Value

Investment Grade Bond Funds - 10.0%

Spartan U.S. Bond Index Fund Class F (b)
(Cost $55,625,541)

4,770,466

$ 54,192,490

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $451,821,610)


540,745,013

NET OTHER ASSETS (LIABILITIES) - 0.0%

(22,014)

NET ASSETS - 100%

$ 540,722,999

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Series Commodity Strategy Fund Class F

$ 35,241,966

$ 12,745,749

$ 36,863,148

$ -

$ 7,708,179

Fidelity Series Global ex U.S. Index Fund

85,970,942

53,479,251

3,406,157

2,555,977

145,846,249

Spartan Total Market Index Fund Class F

201,283,646

100,797,618

11,501,528

4,666,658

332,998,095

Spartan U.S. Bond Index Fund Class F

57,993,087

20,250,584

21,666,763

1,160,663

54,192,490

Total

$ 380,489,641

$ 187,273,202

$ 73,437,596

$ 8,383,298

$ 540,745,013

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $452,913,160. Net unrealized appreciation aggregated $87,831,853, of which $89,790,832 related to appreciated investment securities and $1,958,979 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® Index 2050 Fund - Class W

December 31, 2013

1.906854.104
FRX-W-X50-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.0%

Shares

Value

Commodity Funds - 1.4%

Fidelity Series Commodity Strategy Fund Class F (a)(b)

888,062

$ 7,077,855

Domestic Equity Funds - 61.6%

Spartan Total Market Index Fund Class F (b)

5,611,738

303,707,246

TOTAL DOMESTIC EQUITY FUNDS

(Cost $246,243,788)


310,785,101

International Equity Funds - 27.0%

 

 

 

 

Developed International Equity Funds - 27.0%

Fidelity Series Global ex U.S. Index Fund (b)
(Cost $119,269,654)

10,869,611


133,044,033

Bond Funds - 10.0%

Shares

Value

Investment Grade Bond Funds - 10.0%

Spartan U.S. Bond Index Fund Class F (b)
(Cost $50,932,549)

4,350,101

$ 49,417,152

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $416,445,991)


493,246,286

NET OTHER ASSETS (LIABILITIES) - 0.0%

(19,871 )

NET ASSETS - 100%

$ 493,226,415

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Series Commodity Strategy Fund Class F

$ 30,688,057

$ 13,126,476

$ 33,763,983

$ -

$ 7,077,855

Fidelity Series Global ex U.S. Index Fund

74,632,682

54,679,066

4,719,165

2,325,495

133,044,033

Spartan Total Market Index Fund Class F

174,572,370

105,480,995

13,724,940

4,226,009

303,707,246

Spartan U.S. Bond Index Fund Class F

46,347,615

22,344,111

17,261,584

967,634

49,417,152

Total

$ 326,240,724

$ 195,630,648

$ 69,469,672

$ 7,519,138

$ 493,246,286

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $417,509,021. Net unrealized appreciation aggregated $75,737,265, of which $77,747,490 related to appreciated investment securities and $2,010,225 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® Index 2055 Fund - Class W

December 31, 2013

1.927056.102
FRX-W-55-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.0%

Shares

Value

Commodity Funds - 1.4%

Fidelity Series Commodity Strategy Fund Class F (a)(b)

136,618

$ 1,088,847

Domestic Equity Funds - 61.6%

Spartan Total Market Index Fund Class F (b)

851,295

46,072,080

TOTAL DOMESTIC EQUITY FUNDS

(Cost $40,077,387)


47,160,927

International Equity Funds - 27.0%

 

 

 

 

Developed International Equity Funds - 27.0%

Fidelity Series Global ex U.S. Index Fund (b)
(Cost $18,696,008)

1,649,965


20,195,576

Bond Funds - 10.0%

Shares

Value

Investment Grade Bond Funds - 10.0%

Spartan U.S. Bond Index Fund Class F (b)
(Cost $7,661,078)

657,952

$ 7,474,336

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $66,434,473)


74,830,839

NET OTHER ASSETS (LIABILITIES) - 0.0%

(2,843 )

NET ASSETS - 100%

$ 74,827,996

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Series Commodity Strategy Fund Class F

$ 2,975,408

$ 3,553,739

$ 5,089,967

$ -

$ 1,088,847

Fidelity Series Global ex U.S. Index Fund

7,225,560

12,285,844

506,369

346,647

20,195,576

Spartan Total Market Index Fund Class F

16,861,654

25,161,081

1,111,407

608,483

46,072,080

Spartan U.S. Bond Index Fund Class F

3,144,569

4,688,424

173,557

94,344

7,474,336

Total

$ 30,207,191

$ 45,689,088

$ 6,881,300

$ 1,049,474

$ 74,830,839

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $66,520,535. Net unrealized appreciation aggregated $8,310,304, of which $8,542,127 related to appreciated investment securities and $231,823 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom ® Index Income Fund - Class W

December 31, 2013

1.906829.104
FRX-W-INC-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 16.8%

Shares

Value

Commodity Funds - 1.1%

Fidelity Series Commodity Strategy Fund Class F (a)(c)

212,331

$ 1,692,277

Domestic Equity Funds - 15.7%

Spartan Total Market Index Fund Class F (c)

459,570

24,871,903

TOTAL DOMESTIC EQUITY FUNDS

(Cost $20,621,604)


26,564,180

International Equity Funds - 7.1%

 

 

 

 

Developed International Equity Funds - 7.1%

Fidelity Series Global ex U.S. Index Fund (c)
(Cost $9,947,818)

926,796


11,343,984

Bond Funds - 46.1%

 

 

 

 

Inflation-Protected Bond Funds - 6.0%

Fidelity Series Inflation-Protected Bond Index Fund Class F (c)

945,697

9,504,252

 

Shares

Value

Investment Grade Bond Funds - 40.1%

Spartan U.S. Bond Index Fund Class F (c)

5,581,742

$ 63,408,591

TOTAL BOND FUNDS

(Cost $74,883,465)


72,912,843

Short-Term Funds - 30.0%

 

 

 

 

Fidelity Institutional Money Market Portfolio Class F 0.07% (b)(c)
(Cost $47,440,055)

47,440,055


47,440,055

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $152,892,942)


158,261,062

NET OTHER ASSETS (LIABILITIES) - 0.0%

(8,011 )

NET ASSETS - 100%

$ 158,253,051

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning
of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Institutional Money Market Portfolio Class F

$ 53,113,549

$ 17,902,935

$ 23,576,429

$ 40,968

$ 47,440,055

Fidelity Series Commodity Strategy Fund Class F

2,640,205

982,849

1,702,580

-

1,692,277

Fidelity Series Global ex U.S. Index Fund

7,160,575

5,719,366

2,217,327

222,830

11,343,984

Fidelity Series Inflation-Protected Bond Index Fund Class F

15,930,060

6,238,413

11,010,372

7,799

9,504,252

Spartan Total Market Index Fund Class F

16,736,513

11,851,154

6,833,831

391,680

24,871,903

Spartan U.S. Bond Index Fund Class F

37,182,018

34,757,081

6,863,779

741,788

63,408,591

Total

$ 132,762,920

$ 77,451,798

$ 52,204,318

$ 1,405,065

$ 158,261,062

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $153,177,592. Net unrealized appreciation aggregated $5,083,470, of which $7,440,856 related to appreciated investment securities and $2,357,386 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom K ® 2000 Fund

December 31, 2013

1.907101.104
FF-K-00-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 17.5%

Shares

Value

Commodity Funds - 1.6%

Fidelity Series Commodity Strategy Fund Class F (a)(c)

1,451,642

$ 11,569,583

Domestic Equity Funds - 15.9%

Fidelity Series 100 Index Fund Class F (c)

276,568

3,329,874

Fidelity Series 1000 Value Index Fund Class F (c)

152,834

1,586,414

Fidelity Series All-Sector Equity Fund Class F (c)

1,014,111

14,451,088

Fidelity Series Blue Chip Growth Fund Class F (c)

1,046,501

11,145,234

Fidelity Series Equity-Income Fund Class F (c)

1,353,499

16,648,043

Fidelity Series Growth & Income Fund Class F (c)

994,690

12,771,823

Fidelity Series Growth Company Fund Class F (c)

1,288,541

13,632,764

Fidelity Series Intrinsic Opportunities Fund Class F (c)

589,486

8,187,956

Fidelity Series Opportunistic Insights Fund Class F (c)

595,541

8,325,665

Fidelity Series Real Estate Equity Fund Class F (c)

118,113

1,391,375

Fidelity Series Small Cap Discovery Fund Class F (c)

214,161

2,229,418

Fidelity Series Small Cap Opportunities Fund Class F (c)

505,769

6,837,994

Fidelity Series Stock Selector Large Cap Value Fund Class F (c)

901,621

11,189,123

TOTAL DOMESTIC EQUITY FUNDS

111,726,771

TOTAL DOMESTIC EQUITY FUNDS

Cost $(110,485,310)


123,296,354

International Equity Funds - 7.3%

 

 

 

 

Developed International Equity Funds - 5.7%

Fidelity Series International Growth Fund Class F (c)

1,255,601

18,080,661

Fidelity Series International Small Cap Fund Class F (c)

263,570

4,098,518

Fidelity Series International Value Fund Class F (c)

1,596,235

17,941,682

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

40,120,861

Emerging Markets Equity Funds - 1.6%

Fidelity Series Emerging Markets Fund Class F (c)

641,496

11,277,494

TOTAL INTERNATIONAL EQUITY FUNDS

Cost $(41,857,561)


51,398,355

Bond Funds - 45.3%

Shares

Value

High Yield Bond Funds - 7.1%

Fidelity Series Emerging Markets Debt Fund Class F (c)

396,786

$ 3,987,700

Fidelity Series Floating Rate High Income Fund Class F (c)

782,999

8,135,357

Fidelity Series High Income Fund Class F (c)

3,357,356

35,151,518

Fidelity Series Real Estate Income Fund Class F (c)

230,896

2,505,218

TOTAL HIGH YIELD BOND FUNDS

49,779,793

Inflation-Protected Bond Funds - 2.9%

Fidelity Series Inflation-Protected Bond Index Fund Class F (c)

2,013,478

20,235,455

Investment Grade Bond Funds - 35.3%

Fidelity Series Investment Grade Bond Fund Class F (c)

22,409,938

248,974,411

TOTAL BOND FUNDS

(Cost $324,593,243)


318,989,659

Short-Term Funds - 29.9%

 

 

 

 

Fidelity Institutional Money Market Portfolio Class F 0.07% (b)(c)

116,008,086

116,008,086

Fidelity Short-Term Bond Fund Class F (c)

11,083,809

95,099,083

TOTAL SHORT-TERM FUNDS

(Cost $209,411,328)


211,107,169

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $686,347,442)

704,791,537

NET OTHER ASSETS (LIABILITIES) - 0.0%

(29,640 )

NET ASSETS - 100%

$ 704,761,897

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund Class F

$ 10,367,354

$ 2,065,850

$ 13,850,179

$ 38,060

$ -

Fidelity Disciplined Equity Fund Class F

2,272,153

8,875

2,389,469

-

-

Fidelity Growth Company Fund Class F

13,841,156

1,841,137

18,193,271

-

-

Fidelity Institutional Money Market Portfolio Class F

165,948,123

9,299,325

59,239,362

122,958

116,008,086

Fidelity Series 100 Index Fund

3,503,980

434,038

4,379,652

63,377

-

Fidelity Series 100 Index Fund Class F

-

3,388,316

157,654

-

3,329,874

Fidelity Series 1000 Value Index Fund Class F

-

1,594,902

65,447

5,396

1,586,414

Fidelity Series All-Sector Equity Fund Class F

15,197,543

1,817,503

4,217,311

145,986

14,451,088

Fidelity Series Blue Chip Growth Fund Class F

-

12,473,555

2,064,558

13,029

11,145,234

Fidelity Series Commodity Strategy Fund Class F

14,657,088

1,449,512

3,287,833

-

11,569,583

Fidelity Series Emerging Markets Debt Fund Class F

4,128,883

769,982

605,265

156,510

3,987,700

Fidelity Series Emerging Markets Fund Class F

9,247,573

2,988,702

1,407,050

122,497

11,277,494

Fidelity Series Equity-Income Fund Class F

9,701,289

11,607,061

5,823,509

254,321

16,648,043

Fidelity Series Floating Rate High Income Fund Class F

8,951,472

825,102

1,456,744

284,490

8,135,357

Fidelity Series Growth & Income Fund Class F (formerly Fidelity Series Mega Cap Fund Class F)

3,546,946

12,760,314

4,395,503

83,681

12,771,823

Fidelity Series Growth Company Fund Class F

-

15,178,615

2,359,577

13,288

13,632,764

Fidelity Series High Income Fund Class F

38,372,819

3,549,718

6,634,644

1,484,282

35,151,518

Fidelity Series Inflation-Protected Bond Index Fund Class F

87,252,419

6,525,549

67,971,809

15,938

20,235,455

Fidelity Series International Growth Fund Class F

15,297,286

3,905,986

3,102,414

147,725

18,080,661

Fidelity Series International Small Cap Fund Class F

3,125,927

1,384,935

771,333

37,515

4,098,518

Fidelity Series International Value Fund Class F

15,195,142

8,053,291

7,407,176

403,630

17,941,682

Fidelity Series Intrinsic Opportunities Fund Class F

6,402,479

1,343,210

1,056,283

98,918

8,187,956

Fidelity Series Investment Grade Bond Fund Class F

164,573,090

115,844,198

24,674,921

3,166,168

248,974,411

Fidelity Series Large Cap Value Fund Class F

8,877,379

2,682,177

10,807,369

106,227

-

Fidelity Series Opportunistic Insights Fund Class F

7,095,962

1,045,945

1,644,246

11,059

8,325,665

Fidelity Series Real Estate Equity Fund Class F

1,315,668

486,050

256,676

24,681

1,391,375

Fidelity Series Real Estate Income Fund Class F

2,865,016

303,409

476,054

134,031

2,505,218

Fidelity Series Small Cap Discovery Fund Class F

-

2,227,385

86,925

2,842

2,229,418

Fidelity Series Small Cap Opportunities Fund Class F

3,972,675

3,365,663

921,974

4,986

6,837,994

Fidelity Series Stock Selector Large Cap Value Fund Class F

9,741,259

3,246,807

2,776,439

125,518

11,189,123

Fidelity Short-Term Bond Fund Class F

136,491,569

7,965,787

49,059,502

866,552

95,099,083

Fidelity Small Cap Growth Fund Class F

2,095,648

306,870

2,574,478

-

-

Fidelity Small Cap Value Fund Class F

2,242,805

216,652

2,587,141

5,876

-

Total

$ 766,280,703

$ 240,956,421

$ 306,701,768

$ 7,939,541

$ 704,791,537

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $686,845,320. Net unrealized appreciation aggregated $17,946,217, of which $28,364,953 related to appreciated investment securities and $10,418,736 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom K ® 2005 Fund

December 31, 2013

1.907103.104
FF-K-05-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 28.6%

Shares

Value

Commodity Funds - 2.2%

Fidelity Series Commodity Strategy Fund Class F (a)(c)

1,384,594

$ 11,035,211

Domestic Equity Funds - 26.4%

Fidelity Series 100 Index Fund Class F (c)

337,687

4,065,748

Fidelity Series 1000 Value Index Fund Class F (c)

227,290

2,359,268

Fidelity Series All-Sector Equity Fund Class F (c)

1,100,783

15,686,165

Fidelity Series Blue Chip Growth Fund Class F (c)

1,227,528

13,073,169

Fidelity Series Equity-Income Fund Class F (c)

1,581,002

19,446,322

Fidelity Series Growth & Income Fund Class F (c)

1,151,425

14,784,303

Fidelity Series Growth Company Fund Class F (c)

1,488,833

15,751,849

Fidelity Series Intrinsic Opportunities Fund Class F (c)

684,727

9,510,855

Fidelity Series Opportunistic Insights Fund Class F (c)

714,574

9,989,741

Fidelity Series Real Estate Equity Fund Class F (c)

148,108

1,744,715

Fidelity Series Small Cap Discovery Fund Class F (c)

231,469

2,409,593

Fidelity Series Small Cap Opportunities Fund Class F (c)

600,544

8,119,352

Fidelity Series Stock Selector Large Cap Value Fund Class F (c)

1,035,833

12,854,692

TOTAL DOMESTIC EQUITY FUNDS

129,795,772

TOTAL DOMESTIC EQUITY FUNDS

(Cost $125,980,365)


140,830,983

International Equity Funds - 11.6%

 

 

 

 

Developed International Equity Funds - 9.1%

Fidelity Series International Growth Fund Class F (c)

1,406,233

20,249,749

Fidelity Series International Small Cap Fund Class F (c)

293,687

4,566,834

Fidelity Series International Value Fund Class F (c)

1,783,449

20,045,964

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

44,862,547

Emerging Markets Equity Funds - 2.5%

Fidelity Series Emerging Markets Fund Class F (c)

715,903

12,585,573

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $46,525,448)


57,448,120

Bond Funds - 39.5%

Shares

Value

High Yield Bond Funds - 7.6%

Fidelity Series Emerging Markets Debt Fund Class F (c)

296,200

$ 2,976,810

Fidelity Series Floating Rate High Income Fund Class F (c)

543,893

5,651,051

Fidelity Series High Income Fund Class F (c)

2,517,973

26,363,182

Fidelity Series Real Estate Income Fund Class F (c)

203,209

2,204,814

TOTAL HIGH YIELD BOND FUNDS

37,195,857

Inflation-Protected Bond Funds - 2.2%

Fidelity Series Inflation-Protected Bond Index Fund Class F (c)

1,063,269

10,685,858

Investment Grade Bond Funds - 29.7%

Fidelity Series Investment Grade Bond Fund Class F (c)

13,186,278

146,499,545

TOTAL BOND FUNDS

(Cost $197,328,386)


194,381,260

Short-Term Funds - 20.3%

 

 

 

 

Fidelity Institutional Money Market Portfolio Class F 0.07% (b)(c)

54,959,813

54,959,813

Fidelity Short-Term Bond Fund Class F (c)

5,233,155

44,900,467

TOTAL SHORT-TERM FUNDS

(Cost $99,233,485)


99,860,280

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $469,067,684)

492,520,643

NET OTHER ASSETS (LIABILITIES) - 0.0%

(20,685 )

NET ASSETS - 100%

$ 492,499,958

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund Class F

$ 11,815,761

$ 2,575,266

$ 16,005,369

$ 41,226

$ -

Fidelity Disciplined Equity Fund Class F

2,578,747

28,754

2,729,159

-

-

Fidelity Growth Company Fund Class F

15,272,824

2,314,781

20,348,355

-

-

Fidelity Institutional Money Market Portfolio Class

82,320,523

16,630,584

43,991,295

64,456

54,959,813

Fidelity Series 100 Index Fund

3,957,039

714,699

5,139,707

72,400

-

Fidelity Series 100 Index Fund Class F

-

4,068,654

120,249

-

4,065,748

Fidelity Series 1000 Value Index Fund Class F

-

2,370,550

79,377

5,646

2,359,268

Fidelity Series All-Sector Equity Fund Class F

17,062,392

3,021,745

6,193,953

162,505

15,686,165

Fidelity Series Blue Chip Growth Fund Class F

-

13,705,020

1,466,070

14,842

13,073,169

Fidelity Series Commodity Strategy Fund Class F

18,712,743

2,669,643

8,674,508

-

11,035,211

Fidelity Series Emerging Markets Debt Fund Class F

3,081,086

536,913

400,762

123,095

2,976,810

Fidelity Series Emerging Markets Fund Class F

10,249,384

3,348,775

1,528,728

136,290

12,585,573

Fidelity Series Equity-Income Fund Class F

10,757,552

14,480,988

7,084,269

287,033

19,446,322

Fidelity Series Floating Rate High Income Fund Class F

5,430,822

1,147,371

797,196

190,277

5,651,051

Fidelity Series Growth & Income Fund Class F (formerly Fidelity Series Mega Cap Fund Class F)

3,927,382

13,467,896

3,555,819

94,848

14,784,303

Fidelity Series Growth Company Fund Class F

-

16,327,611

1,478,333

15,230

15,751,849

Fidelity Series High Income Fund Class F

23,964,069

6,746,317

4,242,527

978,229

26,363,182

Fidelity Series Inflation-Protected Bond Index Fund Class F

45,159,502

6,764,910

38,282,960

8,271

10,685,858

Fidelity Series International Growth Fund Class F

16,729,213

5,598,117

4,250,664

164,351

20,249,749

Fidelity Series International Small Cap Fund Class F

3,426,173

1,787,777

1,032,533

41,742

4,566,834

Fidelity Series International Value Fund Class F

16,533,675

8,488,065

7,238,765

449,054

20,045,964

Fidelity Series Intrinsic Opportunities Fund Class F

6,130,497

3,089,861

1,260,488

110,709

9,510,855

Fidelity Series Investment Grade Bond Fund Class F

89,545,578

79,233,543

18,353,408

1,784,693

146,499,545

Fidelity Series Large Cap Value Fund Class F

9,996,897

3,369,947

12,539,928

112,027

-

Fidelity Series Opportunistic Insights Fund Class F

7,852,073

2,247,117

2,180,451

12,942

9,989,741

Fidelity Series Real Estate Equity Fund Class F

1,520,576

676,727

278,950

29,322

1,744,715

Fidelity Series Real Estate Income Fund Class F

2,333,416

387,951

355,694

115,651

2,204,814

Fidelity Series Small Cap Discovery Fund Class F

-

2,409,363

96,468

3,048

2,409,593

Fidelity Series Small Cap Opportunities Fund Class F

4,532,355

4,458,460

1,366,517

5,591

8,119,352

Fidelity Series Stock Selector Large Cap Value Fund Class F

10,807,598

4,974,950

3,974,826

144,968

12,854,692

Fidelity Short-Term Bond Fund Class F

67,453,619

13,914,147

36,307,539

452,980

44,900,467

Fidelity Small Cap Growth Fund Class F

2,384,563

472,153

3,054,792

-

-

Fidelity Small Cap Value Fund Class F

2,548,398

369,451

3,063,512

6,371

-

Total

$ 496,084,457

$ 242,398,106

$ 257,473,171

$ 5,627,797

$ 492,520,643

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $469,922,792. Net unrealized appreciation aggregated $22,597,851, of which $29,107,197 related to appreciated investment securities and $6,509,346 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom K ® 2010 Fund

December 31, 2013

1.907105.104
FF-K-10-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 34.9%

Shares

Value

Commodity Funds - 2.3%

Fidelity Series Commodity Strategy Fund Class F (a)(c)

12,909,806

$ 102,891,154

Domestic Equity Funds - 32.6%

Fidelity Series 100 Index Fund
Class F (c)

3,813,682

45,916,726

Fidelity Series 1000 Value Index Fund Class F (c)

2,298,237

23,855,703

Fidelity Series All-Sector Equity Fund Class F (c)

14,822,223

211,216,676

Fidelity Series Blue Chip Growth Fund Class F (c)

13,876,380

147,783,446

Fidelity Series Equity-Income Fund
Class F (c)

17,966,400

220,986,717

Fidelity Series Growth & Income Fund Class F (c)

11,194,438

143,736,584

Fidelity Series Growth Company Fund Class F (c)

17,034,571

180,225,761

Fidelity Series Intrinsic Opportunities Fund Class F (c)

7,884,728

109,518,870

Fidelity Series Opportunistic Insights Fund Class F (c)

8,145,209

113,870,022

Fidelity Series Real Estate Equity Fund Class F (c)

1,705,827

20,094,644

Fidelity Series Small Cap Discovery Fund Class F (c)

2,814,442

29,298,337

Fidelity Series Small Cap Opportunities Fund Class F (c)

6,692,522

90,482,903

Fidelity Series Stock Selector Large Cap Value Fund Class F (c)

11,146,829

138,332,145

TOTAL DOMESTIC EQUITY FUNDS

1,475,318,534

TOTAL DOMESTIC EQUITY FUNDS

(Cost $1,388,213,873)


1,578,209,688

International Equity Funds - 14.3%

 

 

 

 

Developed International Equity Funds - 11.2%

Fidelity Series International Growth Fund Class F (c)

15,919,098

229,235,017

Fidelity Series International Small Cap Fund Class F (c)

3,324,286

51,692,646

Fidelity Series International Value Fund Class F (c)

20,198,864

227,035,235

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

507,962,898

 

Shares

Value

Emerging Markets Equity Funds - 3.1%

Fidelity Series Emerging Markets Fund Class F (c)

7,998,067

$ 140,606,021

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $514,626,397)


648,568,919

Bond Funds - 36.0%

 

 

 

 

High Yield Bond Funds - 7.8%

Fidelity Series Emerging Markets Debt Fund Class F (c)

2,787,282

28,012,180

Fidelity Series Floating Rate High Income Fund Class F (c)

4,840,564

50,293,456

Fidelity Series High Income Fund Class F (c)

24,064,572

251,956,070

Fidelity Series Real Estate Income Fund Class F (c)

1,950,684

21,164,923

TOTAL HIGH YIELD BOND FUNDS

351,426,629

Inflation-Protected Bond Funds - 1.8%

Fidelity Series Inflation-Protected Bond Index Fund Class F (c)

8,051,237

80,914,931

Investment Grade Bond Funds - 26.4%

Fidelity Series Investment Grade Bond Fund Class F (c)

107,792,630

1,197,576,116

TOTAL BOND FUNDS

(Cost $1,658,380,887)


1,629,917,676

Short-Term Funds - 14.8%

 

 

 

 

Fidelity Institutional Money Market Portfolio Class F 0.08% (b)(c)

370,691,403

370,691,403

Fidelity Short-Term Bond Fund Class F (c)

35,307,022

302,934,249

TOTAL SHORT-TERM FUNDS

(Cost $670,592,527)


673,625,652

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $4,231,813,684)

4,530,321,935

NET OTHER ASSETS (LIABILITIES) - 0.0%

(188,769 )

NET ASSETS - 100%

$ 4,530,133,166

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund Class F

$ 149,802,430

$ 18,689,980

$ 188,734,656

$ 544,698

$ -

Fidelity Disciplined Equity Fund Class F

32,891,866

195,514

34,690,362

-

-

Fidelity Growth Company Fund Class F

201,628,203

12,463,480

249,913,112

-

-

Fidelity Institutional Money Market Portfolio Class F

324,006,396

93,846,904

47,161,898

268,206

370,691,403

Fidelity Series 100 Index Fund

50,679,176

3,655,373

60,513,821

816,612

-

Fidelity Series 100 Index Fund Class F

-

45,682,016

1,079,265

-

45,916,726

Fidelity Series 1000 Value Index Fund Class F

-

23,758,832

680,904

66,604

23,855,703

Fidelity Series All-Sector Equity Fund Class F

220,409,431

24,322,774

56,847,909

2,128,975

211,216,676

Fidelity Series Blue Chip Growth Fund Class F

-

168,086,190

29,980,870

168,255

147,783,446

Fidelity Series Commodity Strategy Fund Class F

236,385,079

28,747,347

140,014,550

-

102,891,154

Fidelity Series Emerging Markets Debt Fund Class F

31,266,438

2,525,150

3,401,143

1,201,549

28,012,180

Fidelity Series Emerging Markets Fund Class F

131,441,689

17,660,762

14,578,044

1,529,751

140,606,021

Fidelity Series Equity-Income Fund Class F

140,951,352

106,359,597

41,925,876

3,532,903

220,986,717

Fidelity Series Floating Rate High Income Fund Class F

54,243,040

4,726,670

7,521,902

1,748,426

50,293,456

Fidelity Series Growth & Income Fund Class F (formerly Fidelity Series Mega Cap Fund Class F)

51,492,653

91,802,062

9,973,067

1,050,191

143,736,584

Fidelity Series Growth Company Fund Class F

-

202,965,584

33,164,024

172,147

180,225,761

Fidelity Series High Income Fund Class F

225,844,840

53,025,932

25,970,896

9,019,881

251,956,070

Fidelity Series Inflation-Protected Bond Index Fund Class F

474,228,237

30,149,139

394,683,646

74,218

80,914,931

Fidelity Series International Growth Fund Class F

217,671,150

17,348,508

33,524,969

1,860,746

229,235,017

Fidelity Series International Small Cap Fund Class F

44,352,190

10,298,546

8,313,233

470,643

51,692,646

Fidelity Series International Value Fund Class F

215,820,670

33,235,840

51,251,928

5,067,223

227,035,235

Fidelity Series Intrinsic Opportunities Fund Class F

80,252,568

20,325,664

11,213,172

1,354,461

109,518,870

Fidelity Series Investment Grade Bond Fund Class F

1,011,302,155

358,332,070

132,274,835

18,416,229

1,197,576,116

Fidelity Series Large Cap Value Fund Class F

131,757,219

36,605,715

157,778,744

1,492,653

-

Fidelity Series Opportunistic Insights Fund Class F

102,960,623

6,410,374

21,563,366

148,777

113,870,022

Fidelity Series Real Estate Equity Fund Class F

18,790,991

6,269,143

2,903,576

349,543

20,094,644

Fidelity Series Real Estate Income Fund Class F

24,335,736

2,346,572

3,905,287

1,147,113

21,164,923

Fidelity Series Small Cap Discovery Fund Class F

-

30,107,197

1,990,903

38,430

29,298,337

Fidelity Series Small Cap Opportunities Fund Class F

57,101,662

49,544,817

22,064,779

64,325

90,482,903

Fidelity Series Stock Selector Large Cap Value Fund Class F

141,814,376

23,064,611

40,875,197

1,548,219

138,332,145

Fidelity Short-Term Bond Fund Class F

266,142,105

73,810,941

36,334,227

1,928,595

302,934,249

Fidelity Small Cap Growth Fund Class F

30,161,753

4,070,414

36,641,611

-

-

Fidelity Small Cap Value Fund Class F

32,244,593

2,743,557

36,743,979

82,251

-

Total

$ 4,699,978,621

$ 1,603,177,275

$ 1,938,215,751

$ 56,291,624

$ 4,530,321,935

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $4,236,981,354. Net unrealized appreciation aggregated $293,340,581, of which $356,165,023 related to appreciated investment securities and $62,824,442 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows: Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom K ® 2015 Fund

December 31, 2013

1.907107.104
FF-K-15-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 40.8%

Shares

Value

Commodity Funds - 2.3%

Fidelity Series Commodity Strategy Fund Class F (a)(c)

20,963,092

$ 167,075,842

Domestic Equity Funds - 38.5%

Fidelity Series 100 Index Fund Class F (c)

7,146,256

86,040,927

Fidelity Series 1000 Value Index Fund Class F (c)

3,677,775

38,175,308

Fidelity Series All-Sector Equity Fund Class F (c)

25,288,698

360,363,948

Fidelity Series Blue Chip Growth Fund Class F (c)

26,819,542

285,628,126

Fidelity Series Equity-Income FundClass F (c)

34,966,475

430,087,640

Fidelity Series Growth & Income Fund Class F (c)

25,343,944

325,416,239

Fidelity Series Growth Company Fund Class F (c)

32,880,753

347,878,366

Fidelity Series Intrinsic Opportunities Fund Class F (c)

15,205,571

211,205,387

Fidelity Series Opportunistic Insights Fund Class F (c)

15,696,333

219,434,732

Fidelity Series Real Estate Equity Fund Class F (c)

2,931,936

34,538,204

Fidelity Series Small Cap Discovery Fund Class F (c)

5,259,264

54,748,940

Fidelity Series Small Cap Opportunities Fund Class F (c)

12,711,639

171,861,356

Fidelity Series Stock Selector Large Cap Value Fund Class F (c)

22,020,718

273,277,105

TOTAL DOMESTIC EQUITY FUNDS

2,838,656,278

TOTAL DOMESTIC EQUITY FUNDS

(Cost $2,677,514,072)


3,005,732,120

International Equity Funds - 16.4%

 

 

 

 

Developed International Equity Funds - 13.1%

Fidelity Series International Growth Fund Class F (c)

29,871,871

430,154,946

Fidelity Series International Small Cap Fund Class F (c)

6,382,297

99,244,712

Fidelity Series International Value Fund Class F (c)

38,834,893

436,504,192

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

965,903,850

 

Shares

Value

Emerging Markets Equity Funds - 3.3%

Fidelity Series Emerging Markets Fund Class F (c)

13,934,486

$ 244,968,263

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $990,723,177)


1,210,872,113

Bond Funds - 32.8%

 

 

 

 

High Yield Bond Funds - 7.8%

Fidelity Series Emerging Markets Debt Fund Class F (c)

4,217,883

42,389,719

Fidelity Series Floating Rate High Income Fund Class F (c)

7,880,264

81,875,940

Fidelity Series High Income Fund Class F (c)

40,092,012

419,763,369

Fidelity Series Real Estate Income Fund Class F (c)

3,169,361

34,387,569

TOTAL HIGH YIELD BOND FUNDS

578,416,597

Inflation-Protected Bond Funds - 1.4%

Fidelity Series Inflation-Protected Bond Index Fund Class F (c)

10,058,260

101,085,517

Investment Grade Bond Funds - 23.6%

Fidelity Series Investment Grade Bond Fund Class F (c)

156,931,173

1,743,505,338

TOTAL BOND FUNDS

(Cost $2,476,247,117)


2,423,007,452

Short-Term Funds - 10.0%

 

 

 

 

Fidelity Institutional Money Market Portfolio Class F 0.07% (b)(c)

409,603,830

409,603,830

Fidelity Short-Term Bond Fund Class F (c)

38,680,318

331,877,125

TOTAL SHORT-TERM FUNDS

(Cost $738,058,251)


741,480,955

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $6,882,542,617)

7,381,092,640

NET OTHER ASSETS (LIABILITIES) - 0.0%

(307,103 )

NET ASSETS - 100%

$ 7,380,785,537

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund Class F

$ 237,838,735

$ 38,891,443

$ 309,813,541

$ 910,391

$ -

Fidelity Disciplined Equity Fund Class F

52,358,996

400,751

55,322,111

-

-

Fidelity Growth Company Fund Class F

322,600,509

29,197,744

410,487,197

-

-

Fidelity Institutional Money Market Portfolio Class F

381,045,557

66,469,182

37,910,910

310,622

409,603,830

Fidelity Series 100 Index Fund

81,337,216

11,466,073

102,884,459

1,577,845

-

Fidelity Series 100 Index Fund Class F

-

85,487,476

1,958,792

-

86,040,927

Fidelity Series 1000 Value Index Fund Class F

-

38,011,610

1,200,360

129,590

38,175,308

Fidelity Series All-Sector Equity Fund Class F

351,010,140

45,547,165

74,126,611

3,644,385

360,363,948

Fidelity Series Blue Chip Growth Fund Class F

-

289,293,761

21,759,049

327,478

285,628,126

Fidelity Series Commodity Strategy Fund Class F

380,986,843

58,489,012

237,039,466

-

167,075,842

Fidelity Series Emerging Markets Debt Fund Class F

44,393,155

4,736,324

3,266,738

1,765,385

42,389,719

Fidelity Series Emerging Markets Fund Class F

207,804,129

41,077,564

14,541,064

2,544,546

244,968,263

Fidelity Series Equity-Income Fund Class F

218,217,212

316,831,686

131,486,476

6,085,282

430,087,640

Fidelity Series Floating Rate High Income Fund Class F

80,285,954

9,318,723

5,871,914

2,741,052

81,875,940

Fidelity Series Growth & Income Fund Class F (formerly Fidelity Series Mega Cap Fund Class F)

79,795,267

265,504,433

39,455,489

2,044,801

325,416,239

Fidelity Series Growth Company Fund Class F

-

349,484,012

21,165,150

332,012

347,878,366

Fidelity Series High Income Fund Class F

337,458,576

112,572,790

28,949,865

14,169,757

419,763,369

Fidelity Series Inflation-Protected Bond Index Fund Class F

707,349,178

87,395,634

652,146,105

95,170

101,085,517

Fidelity Series International Growth Fund Class F

343,583,858

72,169,106

33,369,490

3,483,736

430,154,946

Fidelity Series International Small Cap Fund Class F

70,175,563

29,624,384

9,301,399

903,103

99,244,712

Fidelity Series International Value Fund Class F

341,221,853

116,728,912

70,628,709

9,728,773

436,504,192

Fidelity Series Intrinsic Opportunities Fund Class F

129,280,499

65,900,399

18,376,748

2,434,769

211,205,387

Fidelity Series Investment Grade Bond Fund Class F

1,608,848,595

328,393,574

129,996,242

29,493,473

1,743,505,338

Fidelity Series Large Cap Value Fund Class F

209,293,319

63,584,749

254,385,233

2,511,440

-

Fidelity Series Opportunistic Insights Fund Class F

159,564,808

37,846,988

21,886,654

285,781

219,434,732

Fidelity Series Real Estate Equity Fund Class F

29,832,276

11,017,698

2,779,675

490,611

34,538,204

Fidelity Series Real Estate Income Fund Class F

39,787,328

4,952,031

7,610,406

1,935,476

34,387,569

Fidelity Series Small Cap Discovery Fund Class F

-

53,815,504

1,200,217

69,020

54,748,940

Fidelity Series Small Cap Opportunities Fund Class F

90,905,560

104,670,677

33,837,417

124,322

171,861,356

Fidelity Series Stock Selector Large Cap Value Fund Class F

219,647,351

80,031,697

48,968,756

3,063,417

273,277,105

Fidelity Short-Term Bond Fund Class F

313,710,106

52,448,806

33,473,849

2,227,467

331,877,125

Fidelity Small Cap Growth Fund Class F

48,597,274

7,421,862

59,994,114

-

-

Fidelity Small Cap Value Fund Class F

52,008,882

5,187,745

60,083,534

137,471

-

Total

$ 7,138,938,739

$ 2,883,969,515

$ 2,935,277,740

$ 93,567,175

$ 7,381,092,640

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $6,891,795,584. Net unrealized appreciation aggregated $489,297,056, of which $591,607,579 related to appreciated investment securities and $102,310,523 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom K ® 2020 Fund

December 31, 2013

1.907109.104
FF-K-20-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 45.0%

Shares

Value

Commodity Funds - 2.3%

Fidelity Series Commodity Strategy Fund Class F (a)(c)

49,861,384

$ 397,395,229

Domestic Equity Funds - 42.7%

Fidelity Series 100 Index Fund Class F (c)

18,548,014

223,318,090

Fidelity Series 1000 Value Index Fund Class F (c)

8,578,121

89,040,900

Fidelity Series All-Sector Equity Fund Class F (c)

64,117,948

913,680,762

Fidelity Series Blue Chip Growth Fund Class F (c)

70,859,277

754,651,298

Fidelity Series Equity-Income Fund Class F (c)

92,363,227

1,136,067,691

Fidelity Series Growth & Income Fund Class F (c)

66,709,097

856,544,807

Fidelity Series Growth Company Fund Class F (c)

86,067,665

910,595,900

Fidelity Series Intrinsic Opportunities Fund Class F (c)

40,175,757

558,041,268

Fidelity Series Opportunistic Insights Fund Class F (c)

41,662,711

582,444,700

Fidelity Series Real Estate Equity Fund Class F (c)

7,489,503

88,226,340

Fidelity Series Small Cap Discovery Fund Class F (c)

13,408,033

139,577,624

Fidelity Series Small Cap Opportunities Fund Class F (c)

33,490,381

452,789,955

Fidelity Series Stock Selector Large Cap Value Fund Class F (c)

60,045,197

745,160,897

TOTAL DOMESTIC EQUITY FUNDS

7,450,140,232

TOTAL DOMESTIC EQUITY FUNDS

(Cost $7,021,380,115)


7,847,535,461

International Equity Funds - 18.2%

 

 

 

 

Developed International Equity Funds - 14.2%

Fidelity Series International Growth Fund Class F (c)

79,176,187

1,140,137,091

Fidelity Series International Small Cap Fund Class F (c)

13,623,974

211,852,789

Fidelity Series International Value Fund Class F (c)

99,353,576

1,116,734,197

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

2,468,724,077

Emerging Markets Equity Funds - 4.0%

Fidelity Series Emerging Markets Fund Class F (c)

39,759,716

698,975,807

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $2,615,203,606)


3,167,699,884

Bond Funds - 30.4%

Shares

Value

High Yield Bond Funds - 8.1%

Fidelity Series Emerging Markets Debt Fund Class F (c)

11,712,823

$ 117,713,868

Fidelity Series Floating Rate High Income Fund Class F (c)

18,348,442

190,640,312

Fidelity Series High Income Fund Class F (c)

97,227,826

1,017,975,343

Fidelity Series Real Estate Income Fund Class F (c)

7,467,510

81,022,489

TOTAL HIGH YIELD BOND FUNDS

1,407,352,012

Inflation-Protected Bond Funds - 1.0%

Fidelity Series Inflation-Protected Bond Index Fund Class F (c)

16,377,892

164,597,815

Investment Grade Bond Funds - 21.3%

Fidelity Series Investment Grade Bond Fund Class F (c)

334,757,633

3,719,157,297

TOTAL BOND FUNDS

(Cost $5,402,057,536)


5,291,107,124

Short-Term Funds - 6.4%

 

 

 

 

Fidelity Institutional Money Market Portfolio Class F 0.07% (b)(c)

615,981,960

615,981,960

Fidelity Short-Term Bond Fund Class F (c)

58,784,860

504,374,098

TOTAL SHORT-TERM FUNDS

(Cost $1,117,070,713)


1,120,356,058

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $16,155,711,970)

17,426,698,527

NET OTHER ASSETS (LIABILITIES) - 0.0%

(721,168 )

NET ASSETS - 100%

$ 17,425,977,359

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund Class F

$ 588,498,575

$ 93,896,010

$ 764,563,587

$ 2,254,923

$ -

Fidelity Disciplined Equity Fund Class F

129,158,280

997,721

136,451,376

-

-

Fidelity Growth Company Fund Class F

789,365,850

70,285,805

1,005,749,755

-

-

Fidelity Institutional Money Market Portfolio Class F

593,164,107

118,329,680

95,511,828

507,867

615,981,960

Fidelity Series 100 Index Fund

199,972,738

38,047,945

262,955,677

4,123,881

-

Fidelity Series 100 Index Fund Class F

-

221,426,608

4,674,950

-

223,318,090

Fidelity Series 1000 Value Index Fund Class F

-

87,346,114

1,514,552

301,224

89,040,900

Fidelity Series All-Sector Equity Fund Class F

865,819,849

117,459,769

163,856,526

9,211,340

913,680,762

Fidelity Series Blue Chip Growth Fund Class F

-

734,476,541

26,628,269

868,920

754,651,298

Fidelity Series Commodity Strategy Fund Class F

942,685,044

130,728,661

588,305,719

-

397,395,229

Fidelity Series Emerging Markets Debt Fund Class F

118,940,141

15,449,361

7,239,892

4,827,554

117,713,868

Fidelity Series Emerging Markets Fund Class F

511,073,597

179,423,958

20,027,284

7,018,642

698,975,807

Fidelity Series Equity-Income Fund Class F

541,381,458

719,142,040

189,831,398

15,637,671

1,136,067,691

Fidelity Series Floating Rate High Income Fund Class F

180,424,834

25,481,989

10,943,986

6,264,657

190,640,312

Fidelity Series Growth & Income Fund Class F (formerly Fidelity Series Mega Cap Fund Class F)

197,708,377

679,213,929

71,293,516

13,748,573

856,544,807

Fidelity Series Growth Company Fund Class F

-

885,936,494

25,874,613

866,955

910,595,900

Fidelity Series High Income Fund Class F

862,323,043

224,951,925

65,709,679

35,919,570

1,017,975,343

Fidelity Series Inflation-Protected Bond Index Fund Class F

1,313,135,289

210,805,865

1,283,128,988

168,809

164,597,815

Fidelity Series International Growth Fund Class F

843,420,577

225,680,118

50,365,688

8,585,218

1,140,137,091

Fidelity Series International Small Cap Fund Class F

171,602,530

35,844,742

17,734,796

1,920,981

211,852,789

Fidelity Series International Value Fund Class F

835,290,115

227,251,299

67,821,678

23,700,884

1,116,734,197

Fidelity Series Intrinsic Opportunities Fund Class F

302,249,698

193,036,773

20,418,338

6,169,311

558,041,268

Fidelity Series Investment Grade Bond Fund Class F

3,483,007,844

545,603,851

171,074,227

65,019,228

3,719,157,297

Fidelity Series Large Cap Value Fund Class F

514,984,893

158,671,154

626,869,234

112,272,755

-

Fidelity Series Opportunistic Insights Fund Class F

395,214,863

111,286,147

34,565,794

747,862

582,444,700

Fidelity Series Real Estate Equity Fund Class F

75,712,362

25,455,982

4,138,621

1,490,954

88,226,340

Fidelity Series Real Estate Income Fund Class F

95,886,354

13,051,220

21,287,596

4,654,673

81,022,489

Fidelity Series Small Cap Discovery Fund Class F

-

137,199,325

3,042,838

175,178

139,577,624

Fidelity Series Small Cap Opportunities Fund Class F

224,645,527

245,083,251

42,275,404

327,725

452,789,955

Fidelity Series Stock Selector Large Cap Value Fund Class F

544,827,638

258,493,190

112,673,149

8,328,121

745,160,897

Fidelity Short-Term Bond Fund Class F

486,687,301

96,735,756

77,882,254

3,645,189

504,374,098

Fidelity Small Cap Growth Fund Class F

118,596,302

18,269,843

146,644,971

-

-

Fidelity Small Cap Value Fund Class F

126,823,443

12,726,293

146,787,633

333,449

-

Total

$ 16,052,600,629

$ 6,857,789,359

$ 6,267,843,816

$ 339,092,114

$ 17,426,698,527

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $16,169,969,458. Net unrealized appreciation aggregated $1,256,729,069, of which $1,484,734,156 related to appreciated investment securities and $228,005,087 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom K ® 2025 Fund

December 31, 2013

1.907112.104
FF-K-25-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 52.3%

Shares

Value

Commodity Funds - 2.5%

Fidelity Series Commodity Strategy Fund Class F (a)(c)

35,816,341

$ 285,456,241

Domestic Equity Funds - 49.8%

Fidelity Series 100 Index FundClass F (c)

14,699,591

176,983,080

Fidelity Series 1000 Value Index Fund Class F (c)

6,710,458

69,654,552

Fidelity Series All-Sector Equity Fund Class F (c)

50,736,482

722,994,871

Fidelity Series Blue Chip Growth Fund Class F (c)

55,902,386

595,360,413

Fidelity Series Equity-Income FundClass F (c)

71,727,209

882,244,672

Fidelity Series Growth & Income Fund Class F (c)

52,070,373

668,583,594

Fidelity Series Growth Company Fund Class F (c)

67,309,966

712,139,435

Fidelity Series Intrinsic Opportunities Fund Class F (c)

31,359,343

435,581,268

Fidelity Series Opportunistic Insights Fund Class F (c)

31,835,446

445,059,530

Fidelity Series Real Estate Equity Fund Class F (c)

6,069,115

71,494,177

Fidelity Series Small Cap Discovery Fund Class F (c)

10,083,825

104,972,622

Fidelity Series Small Cap Opportunities Fund Class F (c)

25,952,985

350,884,361

Fidelity Series Stock Selector Large Cap Value Fund Class F (c)

43,457,231

539,304,240

TOTAL DOMESTIC EQUITY FUNDS

5,775,256,815

TOTAL DOMESTIC EQUITY FUNDS

(Cost $5,422,569,969)


6,060,713,056

International Equity Funds - 21.8%

 

 

 

 

Developed International Equity Funds - 16.9%

Fidelity Series International Growth Fund Class F (c)

62,328,438

897,529,512

Fidelity Series International Small Cap Fund Class F (c)

11,032,113

171,549,350

Fidelity Series International Value Fund Class F (c)

79,082,461

888,886,859

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

1,957,965,721

Emerging Markets Equity Funds - 4.9%

Fidelity Series Emerging Markets Fund Class F (c)

32,170,775

565,562,222

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $2,108,925,898)


2,523,527,943

Bond Funds - 25.5%

Shares

Value

High Yield Bond Funds - 8.2%

Fidelity Series Emerging Markets Debt Fund Class F (c)

7,726,266

77,648,978

Fidelity Series Floating Rate High Income Fund Class F (c)

9,906,064

102,924,009

Fidelity Series High Income Fund Class F (c)

68,691,864

719,203,814

Fidelity Series Real Estate Income Fund Class F (c)

4,955,661

53,768,920

TOTAL HIGH YIELD BOND FUNDS

953,545,721

Inflation-Protected Bond Funds - 0.5%

Fidelity Series Inflation-Protected Bond Index Fund Class F (c)

6,005,651

60,356,793

Investment Grade Bond Funds - 16.8%

Fidelity Series Investment Grade Bond Fund Class F (c)

175,006,186

1,944,318,722

TOTAL BOND FUNDS

(Cost $3,005,578,103)


2,958,221,236

Short-Term Funds - 0.4%

 

 

 

 

Fidelity Institutional Money Market Portfolio Class F 0.08% (b)(c)

22,661,943

22,661,943

Fidelity Short-Term Bond Fund Class F (c)

2,165,276

18,578,066

TOTAL SHORT-TERM FUNDS

(Cost $41,150,749)


41,240,009

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $10,578,224,719)

11,583,702,244

NET OTHER ASSETS (LIABILITIES) - 0.0%

(476,493 )

NET ASSETS - 100%

$ 11,583,225,751

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund Class F

$ 441,725,132

$ 86,608,699

$ 592,152,585

$ 1,791,347

$ -

Fidelity Disciplined Equity Fund Class F

97,000,644

1,131,756

102,876,859

-

-

Fidelity Growth Company Fund Class F

601,589,634

68,440,791

783,931,312

-

-

Fidelity Institutional Money Market Portfolio Class F

39,758,924

32,893,245

49,990,227

36,896

22,661,943

Fidelity Series 100 Index Fund

151,059,084

29,424,774

200,114,921

3,237,783

-

Fidelity Series 100 Index Fund Class F

-

173,957,784

2,162,450

-

176,983,080

Fidelity Series 1000 Value Index Fund Class F

-

68,587,991

1,417,344

227,369

69,654,552

Fidelity Series All-Sector Equity Fund Class F

651,250,933

112,664,547

114,148,586

7,288,909

722,994,871

Fidelity Series Blue Chip Growth Fund Class F

-

574,226,262

15,545,319

672,798

595,360,413

Fidelity Series Commodity Strategy Fund Class F

714,281,419

148,010,671

507,044,452

-

285,456,241

Fidelity Series Emerging Markets Debt Fund Class F

71,957,407

14,343,049

2,821,913

3,037,076

77,648,978

Fidelity Series Emerging Markets Fund Class F

381,386,399

173,446,210

12,048,609

5,708,254

565,562,222

Fidelity Series Equity-Income Fund Class F

396,747,170

490,734,073

54,000,164

11,924,019

882,244,672

Fidelity Series Floating Rate High Income Fund Class F

90,181,158

18,714,894

3,689,372

3,261,989

102,924,009

Fidelity Series Growth & Income Fund Class F (formerly Fidelity Series Mega Cap Fund Class F)

145,116,806

506,705,064

21,539,987

4,158,075

668,583,594

Fidelity Series Growth Company Fund Class F

-

695,186,808

22,625,066

675,182

712,139,435

Fidelity Series High Income Fund Class F

684,251,795

128,475,683

91,532,495

29,652,675

719,203,814

Fidelity Series Inflation-Protected Bond Index Fund Class F

529,707,916

132,931,888

571,058,661

68,484

60,356,793

Fidelity Series International Growth Fund Class F

629,703,229

202,538,714

29,319,668

7,044,704

897,529,512

Fidelity Series International Small Cap Fund Class F

128,141,475

33,321,489

7,520,640

1,549,003

171,549,350

Fidelity Series International Value Fund Class F

624,323,358

202,798,237

33,886,328

18,890,026

888,886,859

Fidelity Series Intrinsic Opportunities Fund Class F

236,976,345

145,490,995

13,049,668

4,873,394

435,581,268

Fidelity Series Investment Grade Bond Fund Class F

1,697,697,363

425,180,149

108,684,750

33,037,630

1,944,318,722

Fidelity Series Large Cap Value Fund Class F

386,286,269

136,645,473

485,101,923

4,983,750

-

Fidelity Series Opportunistic Insights Fund Class F

289,984,373

95,154,464

24,636,450

570,640

445,059,530

Fidelity Series Real Estate Equity Fund Class F

55,497,972

25,790,524

2,753,218

1,182,561

71,494,177

Fidelity Series Real Estate Income Fund Class F

53,104,120

10,247,198

5,663,813

2,801,209

53,768,920

Fidelity Series Small Cap Discovery Fund Class F

-

102,996,757

2,191,301

131,025

104,972,622

Fidelity Series Small Cap Opportunities Fund Class F

169,246,938

183,816,161

21,876,490

247,801

350,884,361

Fidelity Series Stock Selector Large Cap Value Fund Class F

399,975,994

157,051,425

60,118,659

6,012,981

539,304,240

Fidelity Short-Term Bond Fund Class F

32,611,876

25,085,161

39,051,190

263,177

18,578,066

Fidelity Small Cap Growth Fund Class F

91,028,733

17,521,983

116,280,779

-

-

Fidelity Small Cap Value Fund Class F

97,515,534

13,155,471

116,482,415

271,785

-

Total

$ 9,888,108,000

$ 5,233,278,390

$ 4,215,317,614

$ 153,600,542

$ 11,583,702,244

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $10,589,684,051. Net unrealized appreciation aggregated $994,018,193, of which $1,117,073,624 related to appreciated investment securities and $123,055,431 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows: Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom K ® 2030 Fund

December 31, 2013

1.907114.104
FF-K-30-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 60.9%

Shares

Value

Commodity Funds - 2.6%

Fidelity Series Commodity Strategy Fund Class F (a)(b)

47,219,333

$ 376,338,085

Domestic Equity Funds - 58.3%

Fidelity Series 100 Index Fund Class F (b)

22,177,563

267,017,859

Fidelity Series 1000 Value Index Fund Class F (b)

11,345,046

117,761,574

Fidelity Series All-Sector Equity Fund Class F (b)

70,520,684

1,004,919,751

Fidelity Series Blue Chip Growth Fund Class F (b)

81,799,909

871,169,031

Fidelity Series Equity-Income Fund Class F (b)

107,782,366

1,325,723,099

Fidelity Series Growth & Income Fund Class F (b)

78,232,518

1,004,505,535

Fidelity Series Growth Company Fund Class F (b)

100,750,352

1,065,938,719

Fidelity Series Intrinsic Opportunities Fund Class F (b)

47,592,819

661,064,256

Fidelity Series Opportunistic Insights Fund Class F (b)

48,025,074

671,390,532

Fidelity Series Real Estate Equity Fund Class F (b)

8,100,328

95,421,866

Fidelity Series Small Cap Discovery Fund Class F (b)

13,653,148

142,129,269

Fidelity Series Small Cap Opportunities Fund Class F (b)

39,812,104

538,259,643

Fidelity Series Stock Selector Large Cap Value Fund Class F (b)

69,556,707

863,198,728

TOTAL DOMESTIC EQUITY FUNDS

8,628,499,862

TOTAL DOMESTIC EQUITY FUNDS

(Cost $8,122,856,015)


9,004,837,947

International Equity Funds - 25.8%

 

 

 

 

Developed International Equity Funds - 20.1%

Fidelity Series International Growth Fund Class F (b)

94,602,253

1,362,272,448

Fidelity Series International Small Cap Fund Class F (b)

17,646,597

274,404,589

Fidelity Series International Value Fund Class F (b)

119,360,878

1,341,616,272

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

2,978,293,309

 

Shares

Value

Emerging Markets Equity Funds - 5.7%

Fidelity Series Emerging Markets Fund Class F (b)

48,039,370

$ 844,532,126

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $3,253,538,777)


3,822,825,435

Bond Funds - 13.3%

 

 

 

 

High Yield Bond Funds - 8.5%

Fidelity Series Emerging Markets Debt Fund Class F (b)

9,883,296

99,327,122

Fidelity Series Floating Rate High Income Fund Class F (b)

11,974,718

124,417,319

Fidelity Series High Income Fund Class F (b)

92,230,124

965,649,399

Fidelity Series Real Estate Income Fund Class F (b)

6,355,915

68,961,681

TOTAL HIGH YIELD BOND FUNDS

1,258,355,521

Inflation-Protected Bond Funds - 0.1%

Fidelity Series Inflation-Protected Bond Index Fund Class F (b)

1,581,082

15,889,877

Investment Grade Bond Funds - 4.7%

Fidelity Series Investment Grade Bond Fund Class F (b)

63,048,427

700,468,019

TOTAL BOND FUNDS

(Cost $1,936,748,333)


1,974,713,417

TOTAL INVESTMENTPORTFOLIO - 100.0%

(Cost $13,313,143,125)

14,802,376,799

NET OTHER ASSETS (LIABILITIES) - 0.0%

(607,395 )

NET ASSETS - 100%

$ 14,801,769,404

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund Class F

$ 602,111,489

$ 99,903,764

$ 787,914,865

$ 2,405,338

$ -

Fidelity Disciplined Equity Fund Class F

132,360,247

913,005

139,788,766

-

-

Fidelity Growth Company Fund Class F

828,709,110

69,918,916

1,053,709,104

-

-

Fidelity Series 100 Index Fund

205,820,148

60,637,329

292,779,853

4,880,752

-

Fidelity Series 100 Index Fund Class F

-

262,203,962

2,995,745

-

267,017,859

Fidelity Series 1000 Value Index Fund Class F

-

116,872,245

2,526,759

304,591

117,761,574

Fidelity Series All-Sector Equity Fund Class F

888,597,916

166,267,015

147,273,289

10,120,591

1,004,919,751

Fidelity Series Blue Chip Growth Fund Class F

-

831,369,030

11,812,507

977,244

871,169,031

Fidelity Series Commodity Strategy Fund Class F

980,829,744

187,186,974

698,971,892

-

376,338,085

Fidelity Series Emerging Markets Debt Fund Class F

94,633,090

16,263,398

4,026,239

3,903,740

99,327,122

Fidelity Series Emerging Markets Fund Class F

522,651,248

327,314,303

37,571,038

9,213,442

844,532,126

Fidelity Series Equity-Income Fund Class F

549,196,646

782,802,971

72,344,961

16,955,345

1,325,723,099

Fidelity Series Floating Rate High Income Fund Class F

111,519,649

21,288,376

5,653,432

3,962,912

124,417,319

Fidelity Series Growth & Income Fund Class F (formerly Fidelity Series Mega Cap Fund Class F)

200,841,703

795,193,824

42,780,345

5,957,453

1,004,505,535

Fidelity Series Growth Company Fund Class F

-

1,025,314,940

16,522,094

1,013,795

1,065,938,719

Fidelity Series High Income Fund Class F

903,277,695

160,995,387

95,620,642

38,956,742

965,649,399

Fidelity Series Inflation-Protected Bond Index Fund Class F

328,765,237

95,509,182

390,100,382

1,006,258

15,889,877

Fidelity Series International Growth Fund Class F

862,997,755

439,371,852

72,374,365

11,032,997

1,362,272,448

Fidelity Series International Small Cap Fund Class F

175,227,326

86,477,103

12,046,743

2,242,143

274,404,589

Fidelity Series International Value Fund Class F

855,871,899

408,251,487

51,926,198

29,161,698

1,341,616,272

Fidelity Series Intrinsic Opportunities Fund Class F

326,611,115

272,576,924

30,180,043

7,046,196

661,064,256

Fidelity Series Investment Grade Bond Fund Class F

2,249,073,002

473,360,029

1,946,980,281

35,636,206

700,468,019

Fidelity Series Large Cap Value Fund Class F

532,173,112

173,680,192

655,704,559

6,705,946

-

Fidelity Series Opportunistic Insights Fund Class F

401,399,062

187,237,478

35,632,458

861,065

671,390,532

Fidelity Series Real Estate Equity Fund Class F

74,960,322

34,950,694

5,070,148

2,589,202

95,421,866

Fidelity Series Real Estate Income Fund Class F

63,065,894

14,042,042

3,303,504

3,490,886

68,961,681

Fidelity Series Small Cap Discovery Fund Class F

-

139,889,614

3,393,390

178,187

142,129,269

Fidelity Series Small Cap Opportunities Fund Class F

231,089,918

307,498,744

28,137,132

360,986

538,259,643

Fidelity Series Stock Selector Large Cap Value Fund Class F

553,830,035

347,432,273

93,338,982

9,636,122

863,198,728

Fidelity Small Cap Growth Fund Class F

126,536,017

21,283,697

158,335,812

-

-

Fidelity Small Cap Value Fund Class F

136,042,302

15,255,522

159,244,513

369,456

-

Total

$ 12,938,191,681

$ 7,941,262,272

$ 7,058,060,041

$ 208,969,293

$ 14,802,376,799

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $13,331,222,032. Net unrealized appreciation aggregated $1,471,154,767, of which $1,542,518,061 related to appreciated investment securities and $71,363,294 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom K ® 2035 Fund

December 31, 2013

1.907116.104
FF-K-35-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.2%

Shares

Value

Commodity Funds - 2.4%

Fidelity Series Commodity Strategy Fund Class F (a)(b)

27,260,312

$ 217,264,685

Domestic Equity Funds - 60.8%

Fidelity Series 100 Index Fund
Class F (b)

13,704,792

165,005,702

Fidelity Series 1000 Value Index Fund Class F (b)

9,433,478

97,919,502

Fidelity Series All-Sector Equity Fund Class F (b)

46,113,357

657,115,338

Fidelity Series Blue Chip Growth Fund Class F (b)

50,657,708

539,504,590

Fidelity Series Equity-Income Fund
Class F (b)

66,953,343

823,526,120

Fidelity Series Growth & Income Fund Class F (b)

45,577,222

585,211,525

Fidelity Series Growth Company Fund Class F (b)

62,744,677

663,838,682

Fidelity Series Intrinsic Opportunities Fund Class F (b)

29,632,693

411,598,112

Fidelity Series Opportunistic Insights Fund Class F (b)

29,763,645

416,095,753

Fidelity Series Real Estate Equity Fund Class F (b)

5,521,155

65,039,210

Fidelity Series Small Cap Discovery Fund Class F (b)

9,286,351

96,670,914

Fidelity Series Small Cap Opportunities Fund Class F (b)

24,533,901

331,698,345

Fidelity Series Stock Selector Large Cap Value Fund Class F (b)

43,005,726

533,701,064

TOTAL DOMESTIC EQUITY FUNDS

5,386,924,857

TOTAL DOMESTIC EQUITY FUNDS

(Cost $5,031,710,662)


5,604,189,542

International Equity Funds - 26.8%

 

 

 

 

Developed International Equity Funds - 20.9%

Fidelity Series International Growth Fund Class F (b)

58,757,523

846,108,330

Fidelity Series International Small Cap Fund Class F (b)

11,186,565

173,951,087

Fidelity Series International Value Fund Class F (b)

74,225,850

834,298,552

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

1,854,357,969

 

Shares

Value

Emerging Markets Equity Funds - 5.9%

Fidelity Series Emerging Markets Fund Class F (b)

29,886,979

$ 525,413,097

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $2,009,100,088)


2,379,771,066

Bond Funds - 10.0%

 

 

 

 

High Yield Bond Funds - 8.5%

Fidelity Series Emerging Markets Debt Fund Class F (b)

5,899,588

59,290,858

Fidelity Series Floating Rate High Income Fund Class F (b)

6,310,371

65,564,754

Fidelity Series High Income Fund Class F (b)

55,886,123

585,127,704

Fidelity Series Real Estate Income Fund Class F (b)

3,777,987

40,991,158

TOTAL HIGH YIELD BOND FUNDS

750,974,474

Investment Grade Bond Funds - 1.5%

Fidelity Series Investment Grade Bond Fund Class F (b)

11,797,079

131,065,548

TOTAL BOND FUNDS

(Cost $858,528,725)


882,040,022

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $7,899,339,475)

8,866,000,630

NET OTHER ASSETS (LIABILITIES) - 0.0%

(362,610 )

NET ASSETS - 100%

$ 8,865,638,020

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund Class F

$ 395,059,637

$ 74,029,608

$ 526,771,904

$ 1,631,765

$ -

Fidelity Disciplined Equity Fund Class F

86,464,431

988,632

91,706,632

-

-

Fidelity Growth Company Fund Class F

542,350,097

55,009,886

701,049,792

-

-

Fidelity Series 100 Index Fund

134,827,963

24,960,226

177,425,948

2,965,094

-

Fidelity Series 100 Index Fund Class F

-

161,615,056

1,431,495

-

165,005,702

Fidelity Series 1000 Value Index Fund Class F

-

96,887,219

1,566,912

207,550

97,919,502

Fidelity Series All-Sector Equity Fund Class F

582,232,287

106,211,016

97,680,500

6,613,070

657,115,338

Fidelity Series Blue Chip Growth Fund Class F

-

518,004,148

11,502,497

607,220

539,504,590

Fidelity Series Commodity Strategy Fund Class F

643,392,529

143,138,613

505,755,842

-

217,264,685

Fidelity Series Emerging Markets Debt Fund Class F

52,821,472

12,919,829

1,900,872

2,321,180

59,290,858

Fidelity Series Emerging Markets Fund Class F

341,026,305

181,149,887

19,190,907

5,652,254

525,413,097

Fidelity Series Equity-Income Fund Class F

351,785,243

444,964,899

15,286,519

10,868,181

823,526,120

Fidelity Series Floating Rate High Income Fund Class F

55,436,095

13,960,171

2,347,873

2,075,201

65,564,754

Fidelity Series Growth & Income Fund Class F (formerly Fidelity Series Mega Cap Fund Class F)

128,675,865

436,105,123

10,742,532

3,658,769

585,211,525

Fidelity Series Growth Company Fund Class F

-

636,229,478

8,625,804

629,026

663,838,682

Fidelity Series High Income Fund Class F

504,997,060

106,822,652

25,164,186

22,458,996

585,127,704

Fidelity Series Inflation-Protected Bond Index Fund Class F

-

1,572,504

1,571,378

169

-

Fidelity Series International Growth Fund Class F

561,777,471

224,269,327

26,998,612

6,647,215

846,108,330

Fidelity Series International Small Cap Fund Class F

114,078,949

48,932,579

4,804,532

1,568,882

173,951,087

Fidelity Series International Value Fund Class F

556,916,636

218,164,792

26,732,533

17,903,066

834,298,552

Fidelity Series Intrinsic Opportunities Fund Class F

206,594,366

160,005,701

14,827,955

4,518,438

411,598,112

Fidelity Series Investment Grade Bond Fund Class F

701,187,533

202,335,731

749,146,777

11,777,014

131,065,548

Fidelity Series Large Cap Value Fund Class F

353,277,341

127,609,546

446,149,754

4,572,002

-

Fidelity Series Opportunistic Insights Fund Class F

257,134,571

94,970,207

12,403,714

532,706

416,095,753

Fidelity Series Real Estate Equity Fund Class F

49,405,638

24,778,948

2,651,750

1,080,830

65,039,210

Fidelity Series Real Estate Income Fund Class F

32,314,117

12,447,827

1,134,891

1,912,366

40,991,158

Fidelity Series Small Cap Discovery Fund Class F

-

94,833,045

1,996,246

120,665

96,670,914

Fidelity Series Small Cap Opportunities Fund Class F

151,752,500

178,401,856

16,751,178

216,356

331,698,345

Fidelity Series Stock Selector Large Cap Value Fund Class F

355,149,012

192,238,370

50,399,929

5,947,007

533,701,064

Fidelity Small Cap Growth Fund Class F

82,451,331

16,550,054

105,945,348

-

-

Fidelity Small Cap Value Fund Class F

88,434,960

12,850,804

106,497,979

250,097

-

Total

$ 7,329,543,409

$ 4,622,957,734

$ 3,766,162,791

$ 116,735,119

$ 8,866,000,630

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $7,907,066,186. Net unrealized appreciation aggregated $958,934,444, of which $989,580,557 related to appreciated investment securities and $30,646,113 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows: Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom K ® 2040 Fund

December 31, 2013

1.907118.104
FF-K-40-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.2%

Shares

Value

Commodity Funds - 2.4%

Fidelity Series Commodity Strategy Fund Class F (a)(b)

29,810,737

$ 237,591,573

Domestic Equity Funds - 60.8%

Fidelity Series 100 Index Fund Class F (b)

15,004,041

180,648,657

Fidelity Series 1000 Value Index Fund Class F (b)

10,402,572

107,978,692

Fidelity Series All-Sector Equity Fund Class F (b)

51,998,360

740,976,626

Fidelity Series Blue Chip Growth Fund Class F (b)

56,344,394

600,067,792

Fidelity Series Equity-Income Fund Class F (b)

73,311,040

901,725,796

Fidelity Series Growth & Income Fund Class F (b)

49,619,947

637,120,119

Fidelity Series Growth Company Fund Class F (b)

68,754,938

727,427,240

Fidelity Series Intrinsic Opportunities Fund Class F (b)

32,174,992

446,910,636

Fidelity Series Opportunistic Insights Fund Class F (b)

32,276,826

451,230,029

Fidelity Series Real Estate Equity Fund Class F (b)

6,187,031

72,883,229

Fidelity Series Small Cap Discovery Fund Class F (b)

10,479,285

109,089,360

Fidelity Series Small Cap Opportunities Fund Class F (b)

26,887,462

363,518,481

Fidelity Series Stock Selector Large Cap Value Fund Class F (b)

45,201,703

560,953,128

TOTAL DOMESTIC EQUITY FUNDS

5,900,529,785

TOTAL DOMESTIC EQUITY FUNDS

(Cost $5,489,163,779)


6,138,121,358

International Equity Funds - 26.8%

 

 

 

 

Developed International Equity Funds - 20.9%

Fidelity Series International Growth Fund Class F (b)

64,389,742

927,212,289

Fidelity Series International Small Cap Fund Class F (b)

12,043,100

187,270,205

Fidelity Series International Value Fund Class F (b)

81,558,655

916,719,282

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

2,031,201,776

 

Shares

Value

Emerging Markets Equity Funds - 5.9%

Fidelity Series Emerging Markets Fund Class F (b)

32,760,165

$ 575,923,702

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $2,192,338,585)


2,607,125,478

Bond Funds - 10.0%

 

 

 

 

High Yield Bond Funds - 8.4%

Fidelity Series Emerging Markets Debt Fund Class F (b)

6,493,275

65,257,412

Fidelity Series Floating Rate High Income Fund Class F (b)

6,303,871

65,497,224

Fidelity Series High Income Fund Class F (b)

61,220,745

640,981,201

Fidelity Series Real Estate Income Fund Class F (b)

4,137,894

44,896,148

TOTAL HIGH YIELD BOND FUNDS

816,631,985

Investment Grade Bond Funds - 1.6%

Fidelity Series Investment Grade Bond Fund Class F (b)

13,568,168

150,742,351

TOTAL BOND FUNDS

(Cost $940,599,184)


967,374,336

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $8,622,101,548)

9,712,621,172

NET OTHER ASSETS (LIABILITIES) - 0.0%

(397,549 )

NET ASSETS - 100%

$ 9,712,223,623

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund Class F

$ 448,403,754

$ 75,830,061

$ 589,004,218

$ 1,829,727

$ -

Fidelity Disciplined Equity Fund Class F

97,971,049

830,283

103,637,232

-

-

Fidelity Growth Company Fund Class F

618,160,833

53,919,414

788,995,153

-

-

Fidelity Series 100 Index Fund

152,710,597

23,641,858

196,028,434

3,269,523

-

Fidelity Series 100 Index Fund Class F

-

177,266,638

1,885,831

-

180,648,657

Fidelity Series 1000 Value Index Fund Class F

-

107,085,380

2,012,597

234,703

107,978,692

Fidelity Series All-Sector Equity Fund Class F

658,822,164

115,623,967

107,569,939

7,347,896

740,976,626

Fidelity Series Blue Chip Growth Fund Class F

-

577,370,119

14,051,788

678,559

600,067,792

Fidelity Series Commodity Strategy Fund Class F

735,852,317

150,172,063

576,542,262

-

237,591,573

Fidelity Series Emerging Markets Debt Fund Class F

59,502,957

13,939,080

3,032,893

2,591,092

65,257,412

Fidelity Series Emerging Markets Fund Class F

387,556,934

186,609,094

23,228,414

6,203,190

575,923,702

Fidelity Series Equity-Income Fund Class F

401,068,775

476,384,799

23,075,936

12,062,397

901,725,796

Fidelity Series Floating Rate High Income Fund Class F

56,448,298

14,178,538

3,619,232

2,107,511

65,497,224

Fidelity Series Growth & Income Fund Class F (formerly Fidelity Series Mega Cap Fund Class F)

146,710,372

465,758,888

14,134,793

4,070,990

637,120,119

Fidelity Series Growth Company Fund Class F

-

705,543,997

18,210,864

690,535

727,427,240

Fidelity Series High Income Fund Class F

574,593,348

104,527,338

36,140,909

24,873,506

640,981,201

Fidelity Series International Growth Fund Class F

638,637,618

231,422,783

39,549,507

7,319,640

927,212,289

Fidelity Series International Small Cap Fund Class F

129,324,708

48,115,511

7,894,734

1,676,507

187,270,205

Fidelity Series International Value Fund Class F

633,729,325

220,325,655

33,775,371

19,647,870

916,719,282

Fidelity Series Intrinsic Opportunities Fund Class F

235,273,091

165,299,566

20,496,526

5,010,153

446,910,636

Fidelity Series Investment Grade Bond Fund Class F

678,043,519

134,887,317

639,703,621

10,811,814

150,742,351

Fidelity Series Large Cap Value Fund Class F

401,880,827

138,896,508

501,787,237

5,142,875

-

Fidelity Series Opportunistic Insights Fund Class F

293,159,852

91,077,420

18,669,005

579,026

451,230,029

Fidelity Series Real Estate Equity Fund Class F

55,218,701

28,919,068

3,920,853

1,215,529

72,883,229

Fidelity Series Real Estate Income Fund Class F

33,209,173

16,131,691

1,657,886

2,034,267

44,896,148

Fidelity Series Small Cap Discovery Fund Class F

-

107,269,996

2,502,927

136,405

109,089,360

Fidelity Series Small Cap Opportunities Fund Class F

171,771,572

189,648,781

18,058,061

244,443

363,518,481

Fidelity Series Stock Selector Large Cap Value Fund Class F

404,871,081

173,540,310

59,456,836

6,257,653

560,953,128

Fidelity Small Cap Growth Fund Class F

95,162,312

17,444,480

120,469,973

-

-

Fidelity Small Cap Value Fund Class F

102,447,957

13,186,088

121,506,179

282,248

-

Total

$ 8,210,531,134

$ 4,824,846,691

$ 4,090,619,211

$ 126,318,059

$ 9,712,621,172

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $8,634,171,737. Net unrealized appreciation aggregated $1,078,449,435, of which $1,114,926,909 related to appreciated investment securities and $36,477,474 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows: Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom K ® 2045 Fund

December 31, 2013

1.907120.104
FF-K-45-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.2%

Shares

Value

Commodity Funds - 2.4%

Fidelity Series Commodity Strategy Fund Class F (a)(b)

14,786,701

$ 117,850,009

Domestic Equity Funds - 60.8%

Fidelity Series 100 Index Fund Class F (b)

7,432,510

89,487,419

Fidelity Series 1000 Value Index Fund Class F (b)

5,302,889

55,043,988

Fidelity Series All-Sector Equity Fund Class F (b)

25,875,050

368,719,462

Fidelity Series Blue Chip Growth Fund Class F (b)

27,893,766

297,068,604

Fidelity Series Equity-Income Fund Class F (b)

35,896,125

441,522,336

Fidelity Series Growth & Income Fund Class F (b)

24,185,740

310,544,908

Fidelity Series Growth Company Fund Class F (b)

34,034,951

360,089,786

Fidelity Series Intrinsic Opportunities Fund Class F (b)

16,055,848

223,015,735

Fidelity Series Opportunistic Insights Fund Class F (b)

15,976,318

223,348,926

Fidelity Series Real Estate Equity Fund Class F (b)

3,151,095

37,119,894

Fidelity Series Small Cap Discovery Fund Class F (b)

5,261,058

54,767,618

Fidelity Series Small Cap Opportunities Fund Class F (b)

13,312,422

179,983,944

Fidelity Series Stock Selector Large Cap Value Fund Class F (b)

22,591,440

280,359,766

TOTAL DOMESTIC EQUITY FUNDS

2,921,072,386

TOTAL DOMESTIC EQUITY FUNDS

(Cost $2,728,693,853)


3,038,922,395

International Equity Funds - 26.8%

 

 

 

 

Developed International Equity Funds - 20.9%

Fidelity Series International Growth Fund Class F (b)

31,803,249

457,966,789

Fidelity Series International Small Cap Fund Class F (b)

6,014,455

93,524,777

Fidelity Series International Value Fund Class F (b)

40,379,921

453,870,316

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

1,005,361,882

 

Shares

Value

Emerging Markets Equity Funds - 5.9%

Fidelity Series Emerging Markets Fund Class F (b)

16,200,825

$ 284,810,498

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $1,091,206,048)


1,290,172,380

Bond Funds - 10.0%

 

 

 

 

High Yield Bond Funds - 8.1%

Fidelity Series Emerging Markets Debt Fund Class F (b)

3,196,805

32,127,889

Fidelity Series Floating Rate High Income Fund Class F (b)

1,605,568

16,681,850

Fidelity Series High Income Fund Class F (b)

30,309,091

317,336,185

Fidelity Series Real Estate Income Fund Class F (b)

2,049,127

22,233,032

TOTAL HIGH YIELD BOND FUNDS

388,378,956

Investment Grade Bond Funds - 1.9%

Fidelity Series Investment Grade Bond Fund Class F (b)

8,085,827

89,833,533

TOTAL BOND FUNDS

(Cost $464,732,363)


478,212,489

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $4,284,632,264)

4,807,307,264

NET OTHER ASSETS (LIABILITIES) - 0.0%

(196,077 )

NET ASSETS - 100%

$ 4,807,111,187

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund Class F

$ 215,336,932

$ 47,382,352

$ 294,798,060

$ 916,616

$ -

Fidelity Disciplined Equity Fund Class F

46,996,225

626,364

49,917,557

-

-

Fidelity Growth Company Fund Class F

296,312,250

38,752,731

392,912,041

-

-

Fidelity Series 100 Index Fund

73,092,900

15,150,622

98,038,225

1,618,934

-

Fidelity Series 100 Index Fund Class F

-

87,507,184

629,840

-

89,487,419

Fidelity Series 1000 Value Index Fund Class F

-

54,549,053

990,488

118,899

55,043,988

Fidelity Series All-Sector Equity Fund Class F

315,682,810

68,402,169

52,156,569

3,708,312

368,719,462

Fidelity Series Blue Chip Growth Fund Class F

-

290,084,269

11,426,112

337,823

297,068,604

Fidelity Series Commodity Strategy Fund Class F

351,013,285

91,481,588

288,776,773

-

117,850,009

Fidelity Series Emerging Markets Debt Fund Class F

27,249,057

8,213,986

960,937

1,410,633

32,127,889

Fidelity Series Emerging Markets Fund Class F

186,479,953

93,277,666

7,657,288

2,158,150

284,810,498

Fidelity Series Equity-Income Fund Class F

187,765,506

238,252,038

7,601,987

14,339,163

441,522,336

Fidelity Series Floating Rate High Income Fund Class F

12,529,991

5,155,384

626,775

557,976

16,681,850

Fidelity Series Growth & Income Fund Class F (formerly Fidelity Series Mega Cap Fund Class F)

68,657,819

226,967,204

3,231,958

2,011,769

310,544,908

Fidelity Series Growth Company Fund Class F

-

356,485,502

16,366,677

339,796

360,089,786

Fidelity Series High Income Fund Class F

345,564,155

82,765,609

109,887,713

15,144,045

317,336,185

Fidelity Series International Growth Fund Class F

305,709,775

118,766,717

14,570,210

3,661,825

457,966,789

Fidelity Series International Small Cap Fund Class F

62,296,415

25,755,246

3,241,761

840,076

93,524,777

Fidelity Series International Value Fund Class F

304,345,181

116,420,657

14,841,234

9,567,587

453,870,316

Fidelity Series Intrinsic Opportunities Fund Class F

110,278,545

88,764,420

8,644,553

2,492,529

223,015,735

Fidelity Series Investment Grade Bond Fund Class F

170,479,657

55,291,044

129,648,347

3,043,674

89,833,533

Fidelity Series Large Cap Value Fund Class F

191,402,042

76,503,328

247,551,442

2,601,258

-

Fidelity Series Opportunistic Insights Fund Class F

137,293,423

50,710,788

6,612,002

281,069

223,348,926

Fidelity Series Real Estate Equity Fund Class F

26,732,998

15,701,100

1,620,333

610,157

37,119,894

Fidelity Series Real Estate Income Fund Class F

13,258,198

10,741,218

540,833

1,085,233

22,233,032

Fidelity Series Small Cap Discovery Fund Class F

-

53,926,412

1,324,703

68,065

54,767,618

Fidelity Series Small Cap Opportunities Fund Class F

82,322,283

96,392,638

8,694,504

121,533

179,983,944

Fidelity Series Stock Selector Large Cap Value Fund Class F

189,619,093

95,927,607

25,293,829

3,115,885

280,359,766

Fidelity Small Cap Growth Fund Class F

45,311,128

10,308,868

59,488,292

-

-

Fidelity Small Cap Value Fund Class F

48,660,513

8,323,372

59,895,288

140,541

-

Total

$ 3,814,390,134

$ 2,528,587,136

$ 1,917,946,331

$ 70,291,548

$ 4,807,307,264

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $4,287,824,631. Net unrealized appreciation aggregated $519,482,633, of which $536,644,355 related to appreciated investment securities and $17,161,722 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows: Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom K ® 2050 Fund

December 31, 2013

1.907122.104
FF-K-50-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.2%

Shares

Value

Commodity Funds - 2.4%

Fidelity Series Commodity Strategy Fund Class F (a)(b)

11,569,417

$ 92,208,257

Domestic Equity Funds - 60.8%

Fidelity Series 100 Index Fund Class F (b)

5,840,371

70,318,063

Fidelity Series 1000 Value Index Fund Class F (b)

4,170,293

43,287,640

Fidelity Series All-Sector Equity Fund Class F (b)

20,429,265

291,117,027

Fidelity Series Blue Chip Growth Fund Class F (b)

21,918,641

233,433,525

Fidelity Series Equity-Income Fund Class F (b)

28,092,204

345,534,106

Fidelity Series Growth & Income Fund Class F (b)

18,896,398

242,629,745

Fidelity Series Growth Company Fund Class F (b)

26,754,872

283,066,547

Fidelity Series Intrinsic Opportunities Fund Class F (b)

12,555,648

174,397,956

Fidelity Series Opportunistic Insights Fund Class F (b)

12,552,210

175,479,889

Fidelity Series Real Estate Equity Fund Class F (b)

2,510,909

29,578,507

Fidelity Series Small Cap Discovery Fund Class F (b)

4,111,364

42,799,296

Fidelity Series Small Cap Opportunities Fund Class F (b)

10,463,528

141,466,899

Fidelity Series Stock Selector Large Cap Value Fund Class F (b)

17,851,355

221,535,317

TOTAL DOMESTIC EQUITY FUNDS

2,294,644,517

TOTAL DOMESTIC EQUITY FUNDS

(Cost $2,146,034,700)

2,386,852,774

International Equity Funds - 26.9%

 

 

 

 

Developed International Equity Funds - 20.9%

Fidelity Series International Growth Fund Class F (b)

24,983,231

359,758,531

 

Shares

Value

Fidelity Series International Small Cap Fund Class F (b)

4,749,043

$ 73,847,614

Fidelity Series International Value Fund Class F (b)

31,780,312

357,210,712

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

790,816,857

Emerging Markets Equity Funds - 6.0%

Fidelity Series Emerging Markets Fund Class F (b)

12,729,466

223,784,015

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $860,138,457)

1,014,600,872

Bond Funds - 9.9%

 

 

 

 

High Yield Bond Funds - 7.8%

Fidelity Series Emerging Markets Debt Fund Class F (b)

2,509,419

25,219,658

Fidelity Series Floating Rate High Income Fund Class F (b)

347,753

3,613,156

Fidelity Series High Income Fund Class F (b)

23,812,722

249,319,202

Fidelity Series Real Estate Income Fund Class F (b)

1,608,608

17,453,392

TOTAL HIGH YIELD BOND FUNDS

295,605,408

Investment Grade Bond Funds - 2.1%

Fidelity Series Investment Grade Bond Fund Class F (b)

7,192,561

79,909,355

TOTAL BOND FUNDS

(Cost $366,121,015)

375,514,763

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $3,372,294,172)

3,776,968,409

NET OTHER ASSETS (LIABILITIES) - 0.0%

(153,577 )

NET ASSETS - 100%

$ 3,776,814,832

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund Class F

$ 167,169,895

$ 39,116,073

$ 231,156,337

$ 715,321

$ -

Fidelity Disciplined Equity Fund Class F

36,467,074

355,705

38,598,137

-

-

Fidelity Growth Company Fund Class F

227,775,172

33,537,773

305,962,662

-

-

Fidelity Series 100 Index Fund

56,784,261

12,503,313

76,881,669

1,260,059

-

Fidelity Series 100 Index Fund Class F

-

68,838,583

561,744

-

70,318,063

Fidelity Series 1000 Value Index Fund Class F

-

42,940,163

825,080

94,828

43,287,640

Fidelity Series All-Sector Equity Fund Class F

245,095,711

57,845,865

40,325,781

2,928,321

291,117,027

Fidelity Series Blue Chip Growth Fund Class F

-

229,632,248

10,614,517

264,836

233,433,525

Fidelity Series Commodity Strategy Fund Class F

273,632,432

74,179,009

227,719,809

-

92,208,257

Fidelity Series Emerging Markets Debt Fund Class F

20,696,886

7,176,047

876,845

923,244

25,219,658

Fidelity Series Emerging Markets Fund Class F

144,545,954

75,145,340

6,000,012

2,363,593

223,784,015

Fidelity Series Equity-Income Fund Class F

146,194,818

188,334,729

6,965,005

4,607,032

345,534,106

Fidelity Series Floating Rate High Income Fund Class F

2,265,171

1,590,239

158,998

104,924

3,613,156

Fidelity Series Growth & Income Fund Class F (formerly Fidelity Series Mega Cap Fund Class F)

53,466,838

177,967,182

2,818,179

1,544,217

242,629,745

Fidelity Series Growth Company Fund Class F

-

281,642,261

14,204,284

266,384

283,066,547

Fidelity Series High Income Fund Class F

270,272,548

76,540,065

96,753,538

11,980,477

249,319,202

Fidelity Series International Growth Fund Class F

234,908,722

99,811,319

12,528,848

2,763,385

359,758,531

Fidelity Series International Small Cap Fund Class F

47,842,353

22,049,126

2,790,104

661,083

73,847,614

Fidelity Series International Value Fund Class F

234,456,564

98,382,356

12,787,896

7,743,722

357,210,712

Fidelity Series Intrinsic Opportunities Fund Class F

84,984,122

71,327,665

7,183,853

1,943,950

174,397,956

Fidelity Series Investment Grade Bond Fund Class F

103,703,451

46,617,001

66,156,265

2,063,115

79,909,355

Fidelity Series Large Cap Value Fund Class F

147,830,161

61,615,366

193,045,301

2,049,661

-

Fidelity Series Opportunistic Insights Fund Class F

106,902,174

43,019,004

7,190,180

219,817

175,479,889

Fidelity Series Real Estate Equity Fund Class F

20,757,443

13,158,756

1,451,489

479,807

29,578,507

Fidelity Series Real Estate Income Fund Class F

8,942,416

9,820,409

446,824

660,155

17,453,392

Fidelity Series Small Cap Discovery Fund Class F

-

42,185,647

1,068,861

52,953

42,799,296

Fidelity Series Small Cap Opportunities Fund Class F

64,000,427

76,876,978

7,220,670

94,017

141,466,899

Fidelity Series Stock Selector Large Cap Value Fund Class F

147,598,938

78,242,085

19,769,554

2,456,207

221,535,317

Fidelity Small Cap Growth Fund Class F

34,686,982

8,421,784

46,056,628

-

-

Fidelity Small Cap Value Fund Class F

37,181,666

6,949,822

46,345,000

108,339

-

Total

$ 2,918,162,179

$ 2,045,821,913

$ 1,484,464,070

$ 48,349,447

$ 3,776,968,409

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $3,375,442,588. Net unrealized appreciation aggregated $401,525,821, of which $415,863,296 related to appreciated investment securities and $14,337,475 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom K ® 2055 Fund

December 31, 2013

1.937869.102
FF-K-55-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 63.3%

Shares

Value

Commodity Funds - 2.5%

Fidelity Series Commodity Strategy Fund Class F (a)(b)

1,410,872

$ 11,244,649

Domestic Equity Funds - 60.8%

Fidelity Series 100 Index Fund Class F (b)

697,870

8,402,360

Fidelity Series 1000 Value Index Fund Class F (b)

520,648

5,404,327

Fidelity Series All-Sector Equity Fund Class F (b)

2,357,808

33,598,764

Fidelity Series Blue Chip Growth Fund Class F (b)

2,619,144

27,893,886

Fidelity Series Equity-Income Fund Class F (b)

3,411,558

41,962,162

Fidelity Series Growth & Income Fund Class F (b)

2,155,743

27,679,742

Fidelity Series Growth Company Fund Class F (b)

3,204,791

33,906,685

Fidelity Series Intrinsic Opportunities Fund Class F (b)

1,517,458

21,077,490

Fidelity Series Opportunistic Insights Fund Class F (b)

1,490,545

20,837,822

Fidelity Series Real Estate Equity Fund Class F (b)

345,269

4,067,274

Fidelity Series Small Cap Discovery Fund Class F (b)

502,426

5,230,251

Fidelity Series Small Cap Opportunities Fund Class F (b)

1,259,824

17,032,823

Fidelity Series Stock Selector Large Cap Value Fund Class F (b)

2,177,050

27,017,189

TOTAL DOMESTIC EQUITY FUNDS

274,110,775

TOTAL DOMESTIC EQUITY FUNDS

(Cost $264,520,472)


285,355,424

International Equity Funds - 27.0%

 

 

 

 

Developed International Equity Funds - 21.1%

Fidelity Series International Growth Fund Class F (b)

2,961,866

42,650,870

 

Shares

Value

Fidelity Series International Small Cap Fund Class F (b)

609,096

$ 9,471,437

Fidelity Series International Value Fund Class F (b)

3,797,154

42,680,011

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

94,802,318

Emerging Markets Equity Funds - 5.9%

Fidelity Series Emerging Markets Fund Class F (b)

1,517,768

26,682,362

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $108,494,588)


121,484,680

Bond Funds - 9.7%

 

 

 

 

High Yield Bond Funds - 7.5%

Fidelity Series Emerging Markets Debt Fund Class F (b)

296,786

2,982,701

Fidelity Series Floating Rate High Income Fund Class F (b)

4,481

46,561

Fidelity Series High Income Fund Class F (b)

2,841,818

29,753,831

Fidelity Series Real Estate Income Fund Class F (b)

109,418

1,187,181

TOTAL HIGH YIELD BOND FUNDS

33,970,274

Investment Grade Bond Funds - 2.2%

Fidelity Series Investment Grade Bond Fund Class F (b)

889,825

9,885,951

TOTAL BOND FUNDS

(Cost $43,502,538)


43,856,225

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $416,517,598)


450,696,329

NET OTHER ASSETS (LIABILITIES) - 0.0%

(17,833 )

NET ASSETS - 100%

$ 450,678,496

Legend

(a) Non-income producing

(b) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund Class F

$ 13,312,170

$ 10,517,725

$ 26,171,683

$ 74,109

$ -

Fidelity Disciplined Equity Fund Class F

2,881,689

100,939

3,132,167

-

-

Fidelity Growth Company Fund Class F

17,586,800

11,684,590

33,530,407

-

-

Fidelity Series 100 Index Fund

4,685,874

3,473,600

8,937,950

142,915

-

Fidelity Series 100 Index Fund Class F

-

8,189,848

28,078

-

8,402,360

Fidelity Series 1000 Value Index Fund Class F

-

5,329,857

67,385

11,671

5,404,327

Fidelity Series All-Sector Equity Fund Class F

19,606,964

15,536,648

4,183,031

335,943

33,598,764

Fidelity Series Blue Chip Growth Fund Class F

-

27,754,474

1,530,679

30,744

27,893,886

Fidelity Series Commodity Strategy Fund Class F

20,452,316

17,392,023

24,039,186

-

11,244,649

Fidelity Series Emerging Markets Debt Fund Class F

1,267,774

1,943,304

58,476

90,670

2,982,701

Fidelity Series Emerging Markets Fund Class F

10,968,071

14,871,279

447,968

267,894

26,682,362

Fidelity Series Equity-Income Fund Class F

9,261,291

31,756,646

794,941

473,443

41,962,162

Fidelity Series Floating Rate High Income Fund Class F

6,513

42,959

1,885

997

46,561

Fidelity Series Growth & Income Fund Class F (formerly Fidelity Series Mega Cap Fund Class F)

3,386,524

23,046,302

121,521

175,580

27,679,742

Fidelity Series Growth Company Fund Class F

-

34,661,505

2,585,762

30,834

33,906,685

Fidelity Series High Income Fund Class F

19,306,774

19,601,800

9,205,234

1,147,067

29,753,831

Fidelity Series International Growth Fund Class F

17,734,981

21,849,887

979,897

311,940

42,650,870

Fidelity Series International Small Cap Fund Class F

3,582,563

5,447,140

212,928

80,694

9,471,437

Fidelity Series International Value Fund Class F

17,569,569

22,626,544

1,294,746

907,093

42,680,011

Fidelity Series Intrinsic Opportunities Fund Class F

5,879,837

13,296,275

639,219

219,108

21,077,490

Fidelity Series Investment Grade Bond Fund Class F

307,537

9,906,406

228,610

34,666

9,885,951

Fidelity Series Large Cap Value Fund Class F

11,297,163

11,474,650

20,599,821

230,683

-

Fidelity Series Opportunistic Insights Fund Class F

6,789,237

11,297,038

567,439

26,085

20,837,822

Fidelity Series Real Estate Equity Fund Class F

2,215,807

2,366,807

188,904

57,660

4,067,274

Fidelity Series Real Estate Income Fund Class F

477,858

806,073

29,478

49,134

1,187,181

Fidelity Series Small Cap Discovery Fund Class F

-

5,124,638

91,994

6,162

5,230,251

Fidelity Series Small Cap Opportunities Fund Class F

5,145,422

11,853,364

750,442

11,767

17,032,823

Fidelity Series Stock Selector Large Cap Value Fund Class F

9,314,599

17,848,091

1,413,200

293,255

27,017,189

Fidelity Small Cap Growth Fund Class F

2,691,226

2,030,344

4,985,876

-

-

Fidelity Small Cap Value Fund Class F

2,852,288

1,866,881

4,932,688

11,344

-

Total

$ 208,564,737

$ 363,697,637

$ 151,751,595

$ 5,021,458

$ 450,696,329

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $416,682,242. Net unrealized appreciation aggregated $34,014,087, of which $35,094,279 related to appreciated investment securities and $1,080,192 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Freedom K ® Income Fund

December 31, 2013

1.907099.104
FF-K-INC-QTLY-0214

Investments December 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Domestic Equity Funds - 17.3%

Shares

Value

Commodity Funds - 1.4%

Fidelity Series Commodity Strategy Fund Class F (a)(c)

2,710,464

$ 21,602,396

Domestic Equity Funds - 15.9%

Fidelity Series 100 Index Fund Class F (c)

605,569

7,291,056

Fidelity Series 1000 Value Index Fund Class F (c)

336,871

3,496,722

Fidelity Series All-Sector Equity Fund Class F (c)

2,251,561

32,084,747

Fidelity Series Blue Chip Growth Fund Class F (c)

2,292,467

24,414,771

Fidelity Series Equity-Income Fund Class F (c)

2,962,753

36,441,862

Fidelity Series Growth & Income Fund Class F (c)

2,177,398

27,957,790

Fidelity Series Growth Company Fund Class F (c)

2,796,602

29,588,050

Fidelity Series Intrinsic Opportunities Fund Class F (c)

1,310,533

18,203,299

Fidelity Series Opportunistic Insights Fund Class F (c)

1,303,894

18,228,441

Fidelity Series Real Estate Equity Fund Class F (c)

266,007

3,133,567

Fidelity Series Small Cap Discovery Fund Class F (c)

446,722

4,650,376

Fidelity Series Small Cap Opportunities Fund Class F (c)

1,108,502

14,986,944

Fidelity Series Stock Selector Large Cap Value Fund Class F (c)

1,978,035

24,547,411

TOTAL DOMESTIC EQUITY FUNDS

245,025,036

TOTAL DOMESTIC EQUITY FUNDS

(Cost $238,259,350)


266,627,432

International Equity Funds - 7.3%

 

 

 

 

Developed International Equity Funds - 5.7%

Fidelity Series International Growth Fund Class F (c)

2,749,417

39,591,612

Fidelity Series International Small Cap Fund Class F (c)

576,915

8,971,028

Fidelity Series International Value Fund Class F (c)

3,497,122

39,307,657

TOTAL DEVELOPED INTERNATIONAL EQUITY FUNDS

87,870,297

Emerging Markets Equity Funds - 1.6%

Fidelity Series Emerging Markets Fund Class F (c)

1,406,102

24,719,274

TOTAL INTERNATIONAL EQUITY FUNDS

(Cost $92,649,857)


112,589,571

Bond Funds - 45.5%

Shares

Value

High Yield Bond Funds - 7.1%

Fidelity Series Emerging Markets Debt Fund Class F (c)

910,435

$ 9,149,867

Fidelity Series Floating Rate High Income Fund Class F (c)

1,736,155

18,038,646

Fidelity Series High Income Fund Class F (c)

7,349,829

76,952,715

Fidelity Series Real Estate Income Fund Class F (c)

518,253

5,623,047

TOTAL HIGH YIELD BOND FUNDS

109,764,275

Inflation-Protected Bond Funds - 2.9%

Fidelity Series Inflation-Protected Bond Index Fund Class F (c)

4,407,530

44,295,673

Investment Grade Bond Funds - 35.5%

Fidelity Series Investment Grade Bond Fund Class F (c)

49,276,042

547,456,822

TOTAL BOND FUNDS

(Cost $714,844,226)


701,516,770

Short-Term Funds - 29.9%

 

 

 

 

Fidelity Institutional Money Market Portfolio Class F 0.07% (b)(c)

253,958,392

253,958,392

Fidelity Short-Term Bond Fund Class F (c)

24,262,245

208,170,064

TOTAL SHORT-TERM FUNDS

(Cost $459,152,066)


462,128,456

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $1,504,905,499)

1,542,862,229

NET OTHER ASSETS (LIABILITIES) - 0.0%

(65,072 )

NET ASSETS - 100%

$ 1,542,797,157

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end.

(c) Affiliated company

Affiliated Underlying Funds

Information regarding the Fund's fiscal year to date purchases and sales of the affiliated Underlying Funds and income earned by the Fund from investments in affiliated Underlying Funds is as follows:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Fidelity Blue Chip Growth Fund Class F

$ 21,399,323

$ 4,698,745

$ 29,107,261

$ 81,813

$ -

Fidelity Disciplined Equity Fund Class F

4,651,346

42,516

4,916,585

-

-

Fidelity Growth Company Fund Class F

28,422,283

4,359,442

38,072,471

-

-

Fidelity Institutional Money Market Portfolio Class F

339,166,531

30,950,353

116,158,490

260,463

253,958,392

Fidelity Series 100 Index Fund

7,242,026

1,303,565

9,484,959

138,752

-

Fidelity Series 100 Index Fund Class F

-

7,440,345

367,388

-

7,291,056

Fidelity Series 1000 Value Index Fund Class F

-

3,513,479

141,909

11,905

3,496,722

Fidelity Series All-Sector Equity Fund Class F

31,398,973

4,476,636

7,242,500

325,944

32,084,747

Fidelity Series Blue Chip Growth Fund Class F

-

27,086,297

4,276,565

28,539

24,414,771

Fidelity Series Commodity Strategy Fund Class F

29,920,383

3,870,452

9,527,627

-

21,602,396

Fidelity Series Emerging Markets Debt Fund Class F

7,995,783

2,540,472

758,762

322,556

9,149,867

Fidelity Series Emerging Markets Fund Class F

18,984,480

6,917,698

2,169,194

268,709

24,719,274

Fidelity Series Equity-Income Fund Class F

19,446,821

31,121,179

16,660,500

540,234

36,441,862

Fidelity Series Floating Rate High Income Fund Class F

17,924,383

2,296,933

1,772,646

607,458

18,038,646

Fidelity Series Growth & Income Fund Class F (formerly Fidelity Series Mega Cap Fund Class F)

7,114,397

21,829,651

2,748,330

178,443

27,957,790

Fidelity Series Growth Company Fund Class F

-

32,991,400

5,146,961

28,734

29,588,050

Fidelity Series High Income Fund Class F

77,747,119

9,920,096

10,433,752

3,158,308

76,952,715

Fidelity Series Inflation-Protected Bond Index Fund Class F

178,639,922

17,053,537

139,493,969

35,245

44,295,673

Fidelity Series International Growth Fund Class F

31,280,623

9,539,034

5,452,033

324,112

39,591,612

Fidelity Series International Small Cap Fund Class F

6,410,334

3,275,487

1,463,986

82,309

8,971,028

Fidelity Series International Value Fund Class F

31,172,842

17,328,623

13,586,808

885,699

39,307,657

Fidelity Series Intrinsic Opportunities Fund Class F

13,156,895

3,811,388

1,943,328

214,535

18,203,299

Fidelity Series Investment Grade Bond Fund Class F

336,789,194

267,808,283

42,640,320

6,781,774

547,456,822

Fidelity Series Large Cap Value Fund Class F

18,154,852

6,027,561

22,456,911

232,254

-

Fidelity Series Opportunistic Insights Fund Class F

14,233,295

2,721,822

2,610,561

24,101

18,228,441

Fidelity Series Real Estate Equity Fund Class F

2,859,599

968,371

362,244

54,355

3,133,567

Fidelity Series Real Estate Income Fund Class F

5,738,540

939,646

652,188

288,609

5,623,047

Fidelity Series Small Cap Discovery Fund Class F

-

4,637,825

174,069

5,902

4,650,376

Fidelity Series Small Cap Opportunities Fund Class F

8,187,311

7,531,289

1,642,389

10,956

14,986,944

Fidelity Series Stock Selector Large Cap Value Fund Class F

19,520,184

8,837,804

5,861,757

277,599

24,547,411

Fidelity Short-Term Bond Fund Class F

279,344,533

25,530,807

96,062,983

1,841,549

208,170,064

Fidelity Small Cap Growth Fund Class F

4,297,566

711,474

5,372,147

-

-

Fidelity Small Cap Value Fund Class F

4,588,276

524,676

5,381,089

12,379

-

Total

$ 1,565,787,814

$ 572,606,886

$ 604,142,682

$ 17,023,236

$ 1,542,862,229

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At December 31, 2013, the cost of investment securities for income tax purposes was $1,506,081,059. Net unrealized appreciation aggregated $36,781,170, of which $59,530,635 related to appreciated investment securities and $22,749,465 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available).

Valuation techniques used to value the Fund's investments by major category are as follows. Investments in the Underlying Funds are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Item 2. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Aberdeen Street Trust's (the "Trust") disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the Trust's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 3. Exhibits

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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Aberdeen Street Trust

By:

/s/Stephanie J. Dorsey

 

Stephanie J. Dorsey

 

President and Treasurer

 

 

Date:

February 28, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Stephanie J. Dorsey

 

Stephanie J. Dorsey

 

President and Treasurer

 

 

Date:

February 28, 2014

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

February 28, 2014

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