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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-3587

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

82 Devonshire St., Boston, Massachusetts 02109
(Address of principal executive offices) (Zip code)

Scott C. Goebel, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

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

Date of fiscal year end:	November 30

Date of reporting period:	November 30, 2012

Item 1. Reports to Stockholders

Fidelity ®

Independence

Fund -
Class K

Annual Report

November 30, 2012

(Fidelity Cover Art)

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fundperformance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
Distributions	(Click Here)
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

Annual Report

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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov . A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended November 30, 2012	Past 1 year	Past 5 years	Past 10 years
Class K ^A	14.33%	-0.70%	7.15%

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

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Independence Fund - Class K on November 30, 2002. The chart shows how the value of your investment would have changed, and also shows how the S&P 500 ® Index performed over the same period. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

FRE168149

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. equity benchmarks posted double-digit gains for the year ending November 30, 2012, despite investors' concerns over debt woes in Europe, slower growth in China and partisan gridlock in Congress. Signs of recovery in the U.S. economy lifted stocks for most of the period, extending an uptrend that began in March 2009. The broad-based S&P 500® Index rose 16.13% for the 12 months, while the technology-heavy Nasdaq Composite® Index gained 16.32% and the blue-chip-laden Dow Jones Industrial Average ^SM added 11.10%. Stocks fell early on, but an improving U.S. economy and proposed bailouts in Europe buoyed equities in the first quarter of 2012. Fear resurfaced in April and May, but stocks rebounded in June on central bank stimulus, a reviving U.S. housing market and more eurozone aid. Although equity benchmarks hit multiyear highs in September, pre-election jitters and the looming "fiscal cliff" of tax hikes and federal spending cuts triggered some profit-taking, followed by a brief post-election sell-off. Hurricane Sandy's aftereffects added to uncertainty, but stocks proved resilient. Five of the 10 sectors within the S&P 500® Index outperformed the benchmark, led by financials and consumer discretionary, while energy and utilities lagged the most, with only modest gains. Despite eurozone turmoil, foreign developed-markets stocks rose, with the MSCI® EAFE® Index adding 12.76%.

Comments from Robert Bertelson, Portfolio Manager of Fidelity ® Independence Fund: For the year, the fund's Class K shares returned 14.33%, trailing the S&P 500®. Despite stock selection adding value overall, my picks in energy notably detracted from the fund's results, as did security selection in the pharmaceuticals, biotechnology and life science segment of health care. The fund's sector and industry weightings also hurt, particularly an underweighting in financials, the index's best-performing sector. Deckers Outdoor, maker of the popular UGG® boots, saw its profits squeezed by a run-up in the price of sheepskin and an unseasonably warm winter, and I sold the stock. Other significant detractors were Concho Resources, an oil and gas exploration and production holding, and Green Mountain Coffee Roasters. All three detractors I've mentioned were non-index positions. Conversely, stock selection in consumer discretionary, information technology and materials added value. At the stock level, the top relative contributor was homebuilder PulteGroup, as the formerly moribund housing market came to life during the period. Also bolstering relative performance was consumer electronics maker Apple, by far the fund's largest holding during the period and also its top absolute contributor.

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2012 to November 30, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

	Annualized Expense Ratio	Beginning Account Value June 1, 2012	Ending Account Value November 30, 2012	Expenses Paid During Period * June 1, 2012 to November 30, 2012
Independence	.64%
Actual		$ 1,000.00	$ 1,081.20	$ 3.33
Hypothetical ^A		$ 1,000.00	$ 1,021.80	$ 3.23
Class K	.54%
Actual		$ 1,000.00	$ 1,082.00	$ 2.81
Hypothetical ^A		$ 1,000.00	$ 1,022.30	$ 2.73

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of November 30, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	7.5	8.1
Pioneer Natural Resources Co.	2.4	2.1
PulteGroup, Inc.	2.2	1.4
General Electric Co.	2.2	0.0
United Continental Holdings, Inc.	1.9	3.2
Concho Resources, Inc.	1.9	1.8
QUALCOMM, Inc.	1.9	1.4
Home Depot, Inc.	1.8	1.4
Amgen, Inc.	1.8	0.0
Citigroup, Inc.	1.8	1.4
	25.4
Top Five Market Sectors as of November 30, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	28.1	27.2
Information Technology	18.9	22.2
Health Care	15.7	13.9
Energy	11.3	10.3
Industrials	9.0	11.1

Asset Allocation (% of fund's net assets)
As of November 30, 2012 *			As of May 31, 2012 **
	Stocks 99.6%			Stocks 99.8%
	Short-Term Investments and Net Other Assets (Liabilities) 0.4%			Short-Term Investments and Net Other Assets (Liabilities) 0.2%
* Foreign investments		11.4%	** Foreign investments		12.4%

FRE168157

Annual Report

Investments November 30, 2012

Showing Percentage of Net Assets

Common Stocks - 99.6%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 28.1%
Auto Components - 0.9%
Delphi Automotive PLC	550,000		$ 18,695
TRW Automotive Holdings Corp. (a)	232,200		11,759
			30,454
Automobiles - 0.3%
Harley-Davidson, Inc.	200,000		9,392
Diversified Consumer Services - 0.4%
Anhanguera Educacional Participacoes SA	400,000		6,041
Estacio Participacoes SA	350,000		6,413
			12,454
Hotels, Restaurants & Leisure - 1.6%
Chipotle Mexican Grill, Inc. (a)	75,000		19,784
Las Vegas Sands Corp.	400,000		18,660
Panera Bread Co. Class A (a)	101,600		16,307
			54,751
Household Durables - 5.4%
D.R. Horton, Inc.	1,475,000		28,704
KB Home	1,532,709		22,010
Lennar Corp. Class A	300,000		11,412
Mohawk Industries, Inc. (a)	100,000		8,599
PulteGroup, Inc. (a)	4,588,400		77,131
Toll Brothers, Inc. (a)	1,251,057		39,834
			187,690
Internet & Catalog Retail - 1.8%
Expedia, Inc.	650,000		40,209
Priceline.com, Inc. (a)	35,000		23,211
			63,420
Leisure Equipment & Products - 0.5%
Polaris Industries, Inc.	200,000		16,962
Media - 4.1%
CBS Corp. Class B	882,200		31,742
Comcast Corp. Class A	1,300,000		48,334
The Walt Disney Co.	775,500		38,511
Time Warner, Inc.	450,000		21,285
			139,872
Multiline Retail - 1.6%
Macy's, Inc.	1,413,200		54,691
Specialty Retail - 7.2%
Cabela's, Inc. Class A (a)	275,000		13,137
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Dick's Sporting Goods, Inc.	300,000		$ 15,753
GNC Holdings, Inc.	700,000		24,591
Home Depot, Inc.	977,700		63,619
Limited Brands, Inc.	526,600		27,462
PetSmart, Inc.	393,300		27,791
Pier 1 Imports, Inc.	500,000		9,595
TJX Companies, Inc.	1,266,500		56,157
Urban Outfitters, Inc. (a)	300,000		11,310
			249,415
Textiles, Apparel & Luxury Goods - 4.3%
Arezzo Industria e Comercio SA	796,000		13,783
Crocs, Inc. (a)	500,000		6,675
lululemon athletica, Inc. (a)	150,000		10,767
Michael Kors Holdings Ltd.	681,747		36,235
Prada SpA	2,000,000		16,516
PVH Corp.	245,200		28,097
Vera Bradley, Inc. (a)(d)	322,114		8,926
VF Corp.	160,000		25,682
			146,681
TOTAL CONSUMER DISCRETIONARY			965,782
CONSUMER STAPLES - 4.4%
Beverages - 1.6%
Fomento Economico Mexicano SAB de CV unit	1,000,000		9,793
Monster Beverage Corp. (a)	861,600		44,846
			54,639
Food & Staples Retailing - 1.3%
Wal-Mart Stores, Inc.	650,000		46,813
Food Products - 1.4%
Green Mountain Coffee Roasters, Inc. (a)	1,024,300		37,561
Orion Corp.	10,000		10,374
			47,935
Personal Products - 0.1%
Hengan International Group Co. Ltd.	325,500		2,940
TOTAL CONSUMER STAPLES			152,327
Common Stocks - continued
	Shares		Value (000s)
ENERGY - 11.3%
Energy Equipment & Services - 1.0%
Cameron International Corp. (a)	265,000		$ 14,297
McDermott International, Inc. (a)	400,000		4,212
National Oilwell Varco, Inc.	200,000		13,660
			32,169
Oil, Gas & Consumable Fuels - 10.3%
Anadarko Petroleum Corp.	541,100		39,603
Concho Resources, Inc. (a)	793,000		63,646
Continental Resources, Inc. (a)	798,200		54,836
EOG Resources, Inc.	150,000		17,643
Genel Energy PLC (a)	638,500		8,276
Hess Corp.	200,000		9,922
Kosmos Energy Ltd. (a)	667,500		7,917
Murphy Oil Corp.	300,000		17,022
Occidental Petroleum Corp.	100,000		7,521
Pioneer Natural Resources Co.	776,500		83,086
Rosetta Resources, Inc. (a)	500,000		22,470
SM Energy Co.	75,000		3,727
The Williams Companies, Inc.	600,000		19,704
			355,373
TOTAL ENERGY			387,542
FINANCIALS - 6.9%
Capital Markets - 3.0%
Apollo Global Management LLC Class A (d)	2,543,700		39,911
Greenhill & Co., Inc.	100,000		4,752
Morgan Stanley	2,733,100		46,107
The Blackstone Group LP	950,000		13,956
			104,726
Diversified Financial Services - 1.8%
Citigroup, Inc.	1,750,000		60,498
Real Estate Investment Trusts - 0.5%
American Tower Corp.	243,300		18,230
Real Estate Management & Development - 0.8%
Altisource Portfolio Solutions SA (a)	147,800		15,716
CBRE Group, Inc. (a)	600,000		11,358
Realogy Holdings Corp.	18,200		686
			27,760
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Thrifts & Mortgage Finance - 0.8%
Nationstar Mortgage Holdings, Inc. (d)	100,000		$ 3,062
Ocwen Financial Corp. (a)	650,000		23,309
			26,371
TOTAL FINANCIALS			237,585
HEALTH CARE - 15.7%
Biotechnology - 8.7%
Alexion Pharmaceuticals, Inc. (a)	214,400		20,587
Amgen, Inc.	700,000		62,160
ARIAD Pharmaceuticals, Inc. (a)	600,000		13,416
Biogen Idec, Inc. (a)	325,000		48,454
Clovis Oncology, Inc. (d)	164,600		2,532
Gilead Sciences, Inc. (a)	800,000		60,000
InterMune, Inc. (a)	400,000		3,664
KYTHERA Biopharmaceuticals, Inc.	171,300		4,192
Medivation, Inc. (a)	575,000		29,986
Onyx Pharmaceuticals, Inc. (a)	200,000		15,094
Regeneron Pharmaceuticals, Inc. (a)	150,000		26,483
Synageva BioPharma Corp. (a)	200,000		9,786
Vertex Pharmaceuticals, Inc. (a)	110,350		4,391
			300,745
Health Care Equipment & Supplies - 1.6%
Edwards Lifesciences Corp. (a)	225,000		19,523
Haemonetics Corp. (a)	150,000		12,155
The Cooper Companies, Inc.	250,000		23,735
			55,413
Health Care Providers & Services - 2.2%
Catamaran Corp. (a)	686,600		33,703
Express Scripts Holding Co. (a)	500,000		26,925
Qualicorp SA (a)	1,386,000		13,459
			74,087
Pharmaceuticals - 3.2%
Allergan, Inc.	350,000		32,463
Elan Corp. PLC sponsored ADR (a)	1,753,100		17,496
Perrigo Co.	50,000		5,175
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Valeant Pharmaceuticals International, Inc. (Canada) (a)	825,560		$ 45,992
ViroPharma, Inc. (a)	400,000		9,916
			111,042
TOTAL HEALTH CARE			541,287
INDUSTRIALS - 9.0%
Airlines - 5.0%
Copa Holdings SA Class A	188,000		17,830
Delta Air Lines, Inc. (a)	4,661,775		46,618
United Continental Holdings, Inc. (a)	3,244,100		65,596
US Airways Group, Inc. (a)(d)	3,350,000		43,182
			173,226
Commercial Services & Supplies - 0.4%
Aggreko PLC	300,000		10,728
Swisher Hygiene, Inc. (a)	1,531,745		1,972
			12,700
Construction & Engineering - 0.3%
MasTec, Inc. (a)	400,000		9,136
Industrial Conglomerates - 2.2%
General Electric Co.	3,600,000		76,068
Machinery - 0.2%
Chart Industries, Inc. (a)	150,000		9,072
Marine - 0.1%
DryShips, Inc. (a)(d)	1,500,000		2,535
Professional Services - 0.5%
Bureau Veritas SA	150,000		16,642
Trading Companies & Distributors - 0.3%
Mills Estruturas e Servicos de Engenharia SA	651,000		9,582
TOTAL INDUSTRIALS			308,961
INFORMATION TECHNOLOGY - 18.9%
Communications Equipment - 2.5%
Acme Packet, Inc. (a)	600,000		11,970
Palo Alto Networks, Inc.	4,200		229
QUALCOMM, Inc.	1,000,000		63,620
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Riverbed Technology, Inc. (a)	350,000		$ 6,265
Ruckus Wireless, Inc.	293,800		3,890
			85,974
Computers & Peripherals - 7.9%
3D Systems Corp. (a)(d)	300,000		13,413
Apple, Inc.	444,300		260,029
			273,442
Internet Software & Services - 3.5%
Bankrate, Inc. (a)(d)	771,600		9,282
Cornerstone OnDemand, Inc. (a)	283,600		7,952
eBay, Inc. (a)	1,000,000		52,820
Facebook, Inc. Class A	371,740		10,409
Liquidity Services, Inc. (a)	400,000		16,424
Rackspace Hosting, Inc. (a)	225,000		15,552
VeriSign, Inc. (a)	200,000		6,826
			119,265
IT Services - 1.0%
Teradata Corp. (a)	200,000		11,896
Visa, Inc. Class A	150,000		22,457
			34,353
Semiconductors & Semiconductor Equipment - 1.6%
Freescale Semiconductor Holdings I Ltd. (a)(d)	1,260,800		11,675
NXP Semiconductors NV (a)	1,348,100		33,001
Skyworks Solutions, Inc. (a)	450,000		10,193
			54,869
Software - 2.4%
Citrix Systems, Inc. (a)	450,000		27,522
CommVault Systems, Inc. (a)	250,000		16,590
Informatica Corp. (a)	718,500		19,306
RealPage, Inc. (a)	275,941		5,461
salesforce.com, Inc. (a)	50,000		7,884
Splunk, Inc.	6,900		208
VMware, Inc. Class A (a)	50,000		4,548
Workday, Inc.	34,200		1,713
			83,232
TOTAL INFORMATION TECHNOLOGY			651,135
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - 4.5%
Chemicals - 4.5%
Arkema SA	100,000		$ 10,229
Eastman Chemical Co.	400,000		24,340
FMC Corp.	300,000		16,638
Huntsman Corp.	600,000		9,864
LyondellBasell Industries NV Class A	671,500		33,394
Mexichem SAB de CV	1,106,300		5,702
PetroLogistics LP	450,000		5,274
Rockwood Holdings, Inc.	253,300		11,619
Sherwin-Williams Co.	100,000		15,252
Westlake Chemical Corp.	317,700		23,005
			155,317
TELECOMMUNICATION SERVICES - 0.8%
Wireless Telecommunication Services - 0.8%
SBA Communications Corp. Class A (a)	400,000		27,528
TOTAL COMMON STOCKS (Cost $2,883,299)		3,427,464
Money Market Funds - 1.3%

Fidelity Cash Central Fund, 0.19% (b)	766,328		766
Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)	44,617,300		44,617
TOTAL MONEY MARKET FUNDS (Cost $45,383)		45,383
TOTAL INVESTMENT PORTFOLIO - 100.9% (Cost $2,928,682)			3,472,847
NET OTHER ASSETS (LIABILITIES) - (0.9)%			(30,637 )
NET ASSETS - 100%		$ 3,442,210

Legend

(a) Non-income producing

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

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

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 32
Fidelity Securities Lending Cash Central Fund	1,216
Total	$ 1,248

Other Information

The following is a summary of the inputs used, as of November 30, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 965,782	$ 965,782	$ -	$ -
Consumer Staples	152,327	152,327	-	-
Energy	387,542	387,542	-	-
Financials	237,585	237,585	-	-
Health Care	541,287	541,287	-	-
Industrials	308,961	306,989	1,972	-
Information Technology	651,135	651,135	-	-
Materials	155,317	155,317	-	-
Telecommunication Services	27,528	27,528	-	-
Money Market Funds	45,383	45,383	-	-
Total Investments in Securities:	$ 3,472,847	$ 3,470,875	$ 1,972	$ -

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America	88.6%
Canada	2.3%
Netherlands	2.0%
Brazil	1.5%
Others (Individually Less Than 1%)	5.6%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	November 30, 2012

Assets
Investment in securities, at value (including securities loaned of $42,321) - See accompanying schedule: Unaffiliated issuers (cost $2,883,299)	$ 3,427,464
Fidelity Central Funds (cost $45,383)	45,383
Total Investments (cost $2,928,682)		$ 3,472,847
Receivable for investments sold		21,386
Receivable for fund shares sold		832
Dividends receivable		5,343
Distributions receivable from Fidelity Central Funds		206
Prepaid expenses		9
Other receivables		137
Total assets		3,500,760

Liabilities
Payable for investments purchased	$ 7,654
Payable for fund shares redeemed	4,254
Accrued management fee	1,333
Other affiliated payables	522
Other payables and accrued expenses	170
Collateral on securities loaned, at value	44,617
Total liabilities		58,550

Net Assets		$ 3,442,210
Net Assets consist of:
Paid in capital		$ 3,683,486
Distributions in excess of net investment income		(1,097)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(784,332)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		544,153
Net Assets		$ 3,442,210

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	November 30, 2012

Independence : Net Asset Value , offering price and redemption price per share ($3,054,796 ÷ 120,062 shares)		$ 25.44

Class K : Net Asset Value , offering price and redemption price per share ($387,414 ÷ 15,207 shares)		$ 25.48

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended November 30, 2012

Investment Income
Dividends		$ 31,905
Income from Fidelity Central Funds		1,248
Total income		33,153

Expenses
Management fee Basic fee	$ 19,649
Performance adjustment	357
Transfer agent fees	5,558
Accounting and security lending fees	1,022
Custodian fees and expenses	76
Independent trustees' compensation	24
Registration fees	71
Audit	71
Legal	17
Interest	1
Miscellaneous	40
Total expenses before reductions	26,886
Expense reductions	(147 )	26,739
Net investment income (loss)		6,414
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	161,431
Foreign currency transactions	(309 )
Total net realized gain (loss)		161,122
Change in net unrealized appreciation (depreciation) on: Investment securities	301,015
Assets and liabilities in foreign currencies	97
Total change in net unrealized appreciation (depreciation)		301,112
Net gain (loss)		462,234
Net increase (decrease) in net assets resulting from operations		$ 468,648

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended November 30, 2012	Year ended November 30, 2011
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 6,414	$ 9,186
Net realized gain (loss)	161,122	543,773
Change in net unrealized appreciation (depreciation)	301,112	(682,954 )
Net increase (decrease) in net assets resulting from operations	468,648	(129,995 )
Distributions to shareholders from net investment income	(9,642 )	-
Share transactions - net increase (decrease)	(575,793 )	(542,641 )
Total increase (decrease) in net assets	(116,787)	(672,636)

Net Assets
Beginning of period	3,558,997	4,231,633
End of period (including distributions in excess of net investment income of $1,097 and undistributed net investment income of $7,301, respectively)	$ 3,442,210	$ 3,558,997

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

Annual Report

Financial Highlights - Independence

Years ended November 30,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 22.35	$ 23.29	$ 19.10	$ 14.17	$ 27.60
Income from Investment Operations
Net investment income (loss) ^B	.04	.05 ^E	(.03)	.06	.08
Net realized and unrealized gain (loss)	3.11	(.99 )	4.26	4.96	(12.75 )
Total from investment operations	3.15	(.94 )	4.23	5.02	(12.67 )
Distributions from net investment income	(.06)	-	(.03)	(.09)	(.01)
Distributions from net realized gain	-	-	(.01 )	-	(.75 )
Total distributions	(.06 )	-	(.04 )	(.09 )	(.76 )
Net asset value, end of period	$ 25.44	$ 22.35	$ 23.29	$ 19.10	$ 14.17
Total Return ^A	14.14%	(4.04)%	22.18%	35.62%	(47.19)%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	.78%	.70%	.92%	.92%	.91%
Expenses net of fee waivers, if any	.78%	.70%	.92%	.92%	.91%
Expenses net of all reductions	.77%	.70%	.92%	.91%	.90%
Net investment income (loss)	.17%	.21% ^E	(.16)%	.36%	.34%
Supplemental Data
Net assets, end of period (in millions)	$ 3,055	$ 3,272	$ 3,988	$ 3,824	$ 3,407
Portfolio turnover rate ^D	82%	93%	103%	173%	173%

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

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

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

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

^E Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .08%.

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

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

Annual Report

Financial Highlights - Class K

Years ended November 30,	2012	2011	2010	2009	2008 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 22.39	$ 23.31	$ 19.12	$ 14.18	$ 28.56
Income from Investment Operations
Net investment income (loss) ^D	.07	.08 ^G	- ^J	.09	.09
Net realized and unrealized gain (loss)	3.12	(1.00 )	4.26	4.96	(14.47 )
Total from investment operations	3.19	(.92 )	4.26	5.05	(14.38 )
Distributions from net investment income	(.10)	-	(.07)	(.11)	-
Distributions from net realized gain	-	-	(.01 )	-	-
Total distributions	(.10 )	-	(.07 ) ^K	(.11 )	-
Net asset value, end of period	$ 25.48	$ 22.39	$ 23.31	$ 19.12	$ 14.18
Total Return ^{B, C}	14.33%	(3.95)%	22.37%	35.94%	(50.35)%
Ratios to Average Net Assets ^{E, I}
Expenses before reductions	.66%	.57%	.78%	.73%	.79% ^A
Expenses net of fee waivers, if any	.66%	.57%	.78%	.73%	.79% ^A
Expenses net of all reductions	.65%	.57%	.77%	.72%	.78% ^A
Net investment income (loss)	.29%	.34% ^G	(.01)%	.56%	1.04% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 387	$ 287	$ 243	$ 178	$ 78
Portfolio turnover rate ^F	82%	93%	103%	173%	173%

^A Annualized

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

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

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

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

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

^G Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .21%.

^H For the period May 9, 2008 (commencement of sale of shares) to November 30, 2008.

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

^J Amount represents less than $.01 per share.

^K Total distributions of $.07 per share is comprised of distributions from net investment income of $.067 and distributions from net realized gain of $.005 per share.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2012

(Amounts in thousands except percentages)

1. Organization.

Fidelity Independence Fund (the Fund) is a fund of Fidelity Financial Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Independence and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

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

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Annual Report

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of November 30, 2012, is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. As a result of a change in the estimate of the return of capital component of dividend income realized in the year ended November 30, 2011, dividend income has been reduced $3,940 with a corresponding increase to net unrealized appreciation (depreciation). The change in estimate has no impact on total net assets or total return of the Fund. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Annual Report

3. Significant Accounting Policies - continued

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of November 30, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 685,202
Gross unrealized depreciation	(142,204 )
Net unrealized appreciation (depreciation) on securities and other investments	$ 542,998

Tax Cost	$ 2,929,849

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

Capital loss carryforward	$ (783,166 )
Net unrealized appreciation (depreciation)	$ 542,986

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration
2016	$ (10,268)
2017	(772,898 )
Total capital loss carryforward	$ (783,166 )

The tax character of distributions paid was as follows:

	November 30, 2012	November 30, 2011
Ordinary Income	$ 9,642	$ -

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities . The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is

Annual Report

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,867,988 and $3,177,268, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Independence as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .57% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Independence. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Independence	$ 5,379	.17
Class K	179	.05
	$ 5,558

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees - continued

administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $70 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 8,303	.42%	$ 1

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $10 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

Annual Report

7. Security Lending - continued

or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $7,668. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,216, including $86 from securities loaned to FCM.

8. Expense Reductions.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,	2012	2011
From net investment income
Independence	$ 8,340	$ -
Class K	1,302	-
Total	$ 9,642	$ -

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended November 30,	2012	2011	2012	2011
Independence
Shares sold	5,070	10,435	$ 124,552	$ 255,584
Reinvestment of distributions	385	-	8,196	-
Shares redeemed	(31,826 )	(35,226 )	(767,573 )	(854,587 )
Net increase (decrease)	(26,371 )	(24,791 )	$ (634,825 )	$ (599,003 )

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

10. Share Transactions - continued

	Shares		Dollars
Years ended November 30,	2012	2011	2012	2011
Class K
Shares sold	6,495	5,587	$ 157,578	$ 134,810
Reinvestment of distributions	61	-	1,302	-
Shares redeemed	(4,148 )	(3,230 )	(99,848 )	(78,448 )
Net increase (decrease)	2,408	2,357	$ 59,032	$ 56,362

11. Other.

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

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Financial Trust and the Shareholders of Fidelity Independence Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Independence Fund (a fund of Fidelity Financial Trust) at November 30, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Independence Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 11, 2013

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 236 funds advised by FMR or an affiliate. Mr. Curvey oversees 454 funds advised by FMR or an affiliate.

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

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

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

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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

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

Annual Report

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

Interested Trustees *:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience ⁺
James C. Curvey (77)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (55)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

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

Annual Report

Independent Trustees :

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience ⁺
Dennis J. Dirks (64)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (59)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (68)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (68)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (62)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (68)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (73)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).
David M. Thomas (63)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (62)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Members and Executive Officers :

Correspondence intended for David A. Rosow and Garnett A. Smith may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Peter S. Lynch (68)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
David A. Rosow (70)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.
Garnett A. Smith (65)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).
Kenneth B. Robins (43)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (47)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (48)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (44)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (43)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (44)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (54)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (44)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.
Joseph F. Zambello (55)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (45)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephen Sadoski (41)
	Year of Election or Appointment: 2012 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).
Stephanie J. Dorsey (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Assistant Treasurer (2012-present) and Deputy Treasurer (2008-present) of other Fidelity funds and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (54)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (54)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

Class K designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

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

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Independence Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its July 2012 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

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

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel, and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Investment in a Large Fund Family . The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's research capabilities, in particular, international research; (iii) launching new funds and making other enhancements to meet client needs for global and income-oriented solutions; (iv) continuing to launch dedicated lower cost underlying funds to meet investment management's portfolio construction needs related to expanding underlying fund options, specifically for the Freedom Fund product lines; (v) adopting a "Stock Selector" sector neutral investment approach and employing a team of portfolio managers who are sector specialists to manage certain funds; (vi) rationalizing product lines and gaining increased efficiencies through the mergers of several funds into other funds; (vii) strengthening the Spartan Index Fund product line by adding new funds and/or new low-cost institutional share classes, restructuring fund expenses to accommodate new classes, and reducing investment minimums for certain classes of shares; (viii) modifying the eligibility criteria for Institutional Class shares to increase their appeal to government entities and charitable investors; and (ix) reducing certain transfer agent fee rates.

Investment Performance . The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a custom peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, as available, the cumulative total returns of Class K and the retail class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a custom peer group of mutual funds defined by FMR based on categories assigned by Morningstar, Inc. The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated. The fund's custom peer group, defined by FMR, is a peer group that FMR believes provides a more meaningful performance comparison than the peer group assigned by Morningstar, Inc., which assigns mutual funds to categories based on their investment styles as measured by their underlying portfolio holdings.

Annual Report

Fidelity Independence Fund

FRE168159

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee . The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 10% means that 90% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Independence Fund

FRE168161

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2011. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

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

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

The Board noted that the total expense ratio of each class ranked below its competitive median for 2011.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fees Charged to Other Fidelity Clients . The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. The Board noted the findings of the 2010 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

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

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

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

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

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

Annual Report

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

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

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

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

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) the potential to further rationalize the Fidelity fund lineup with the possibility of achieving savings for the funds and Fidelity; (iii) Fidelity's compensation structure for portfolio managers and other key investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, the potential impact of regulatory changes on such structures, and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and the possibility of implementing performance fee structures for additional funds; and (ix) the impact of net redemptions from the Fidelity funds.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(UK) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, Illinois

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

FRE-K-UANN-0113
1.863212.104

Fidelity ®

Equity Dividend Income

Fund

Annual Report

November 30, 2012

(Fidelity Cover Art)

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
Distributions	(Click Here)
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended November 30, 2012	Past 1 year	Past 5 years	Past 10 years
Fidelity® Equity Dividend Income Fund	17.42%	-1.35%	4.74%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Equity Dividend Income Fund, a class of the fund, on November 30, 2002. The chart shows how the value of your investment would have changed, and also shows how the Russell 3000® Value Index performed over the same period.

EII168176

Annual Report

Management's Discussion of Fund Performance

Comments from Scott Offen, Portfolio Manager of Fidelity ® Equity Dividend Income Fund: For the year, the fund's Retail Class shares gained 17.42%, edging the 17.26% advance of the Russell 3000® Value Index. Stock selection in energy and utilities was favorable, as was an overweighting in information technology, although that benefit was somewhat offset by unfavorable security selection here. Top individual contributors included Kraft Foods, an underweighting in personal computer and printer manufacturer Hewlett-Packard, and investments in home improvement retailer Home Depot, telecommunication services company AT&T and media firm Time Warner Cable. On the downside, the fund was held back by security selection in industrials and by underweighting financials. In the latter group, not owning index component Bank of America hurt. Among other notable detractors were food company Mondelez International, IBM, fast-food company McDonald's and railroad company Norfolk Southern. Some of the stocks mentioned were sold from the fund before period end and/or were not part of the index.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2012 to November 30, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value June 1, 2012	Ending Account Value November 30, 2012	Expenses Paid During Period * June 1, 2012 to November 30, 2012
Fidelity Equity Dividend Income	.66%
Actual		$ 1,000.00	$ 1,096.60	$ 3.46
Hypothetical ^A		$ 1,000.00	$ 1,021.70	$ 3.34
Class K	.54%
Actual		$ 1,000.00	$ 1,096.80	$ 2.83
Hypothetical ^A		$ 1,000.00	$ 1,022.30	$ 2.73

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of November 30, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
General Electric Co.	3.9	3.3
Wells Fargo & Co.	3.3	3.8
Chevron Corp.	3.2	4.0
Pfizer, Inc.	2.9	2.5
Procter & Gamble Co.	2.6	2.3
Merck & Co., Inc.	2.6	2.3
Verizon Communications, Inc.	2.4	0.0
Johnson & Johnson	2.2	1.8
Exxon Mobil Corp.	2.1	2.0
JPMorgan Chase & Co.	2.0	1.8
	27.2
Top Five Market Sectors as of November 30, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	16.9	15.6
Consumer Staples	13.3	15.1
Energy	12.6	8.7
Health Care	12.5	11.5
Consumer Discretionary	12.1	11.1

Asset Allocation (% of fund's net assets)
As of November 30, 2012 *			As of May 31, 2012 **
	Stocks 98.6%			Stocks 99.6%
	Short-Term Investments and Net Other Assets (Liabilities) 1.4%			Short-Term Investments and Net Other Assets (Liabilities) 0.4%
* Foreign investments		11.5%	** Foreign investments		11.0%

EII168184

Annual Report

Investments November 30, 2012

Showing Percentage of Net Assets

Common Stocks - 98.6%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 12.1%
Automobiles - 0.4%
Ford Motor Co.	1,548,500		$ 17,730
Diversified Consumer Services - 0.3%
H&R Block, Inc.	946,300		17,062
Hotels, Restaurants & Leisure - 2.7%
Brinker International, Inc.	297,200		8,901
Cedar Fair LP (depository unit)	430,700		14,226
Darden Restaurants, Inc.	582,700		30,813
Las Vegas Sands Corp.	178,900		8,346
McDonald's Corp.	342,000		29,768
Starwood Hotels & Resorts Worldwide, Inc.	95,300		5,142
Wyndham Worldwide Corp.	540,200		26,518
Yum! Brands, Inc.	229,700		15,408
			139,122
Media - 4.1%
Cablevision Systems Corp. - NY Group Class A	1,234,600		17,087
Comcast Corp. Class A	2,217,400		82,443
The Walt Disney Co.	516,400		25,644
Time Warner Cable, Inc.	438,704		41,629
Time Warner, Inc.	832,343		39,370
			206,173
Multiline Retail - 0.7%
Target Corp.	563,856		35,596
Specialty Retail - 3.1%
Foot Locker, Inc.	1,314,600		47,115
Home Depot, Inc.	1,053,400		68,545
Limited Brands, Inc.	213,200		11,118
Lowe's Companies, Inc.	875,800		31,608
			158,386
Textiles, Apparel & Luxury Goods - 0.8%
VF Corp.	263,300		42,262
TOTAL CONSUMER DISCRETIONARY			616,331
CONSUMER STAPLES - 13.3%
Beverages - 3.5%
Anheuser-Busch InBev SA NV ADR	395,100		34,757
Diageo PLC	617,343		18,414
Dr. Pepper Snapple Group, Inc.	853,600		38,284
PepsiCo, Inc.	747,271		52,466
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Beverages - continued
SABMiller PLC	232,500		$ 10,532
The Coca-Cola Co.	669,084		25,372
			179,825
Food & Staples Retailing - 2.0%
CVS Caremark Corp.	659,100		30,655
Safeway, Inc.	172,300		2,948
Wal-Mart Stores, Inc.	932,500		67,159
			100,762
Food Products - 1.8%
Danone SA	161,900		10,270
Ingredion, Inc.	90,000		5,846
Kellogg Co.	403,600		22,384
Kraft Foods Group, Inc. (a)	359,247		16,245
Mondelez International, Inc. (a)	1,451,841		37,588
			92,333
Household Products - 3.5%
Energizer Holdings, Inc.	64,200		5,121
Procter & Gamble Co.	1,927,305		134,584
Reckitt Benckiser Group PLC	604,600		38,020
			177,725
Tobacco - 2.5%
Altria Group, Inc.	615,700		20,817
British American Tobacco PLC sponsored ADR	152,700		16,099
KT&G Corp.	65,963		5,222
Lorillard, Inc.	116,100		14,067
Philip Morris International, Inc.	800,259		71,927
			128,132
TOTAL CONSUMER STAPLES			678,777
ENERGY - 12.6%
Energy Equipment & Services - 0.7%
Ensco PLC Class A	563,900		32,836
Oil, Gas & Consumable Fuels - 11.9%
ARC Resources Ltd. (d)	236,900		5,934
Atlas Pipeline Partners, LP	305,800		10,088
Bonavista Energy Corp. (d)	359,200		5,959
Chevron Corp.	1,560,570		164,937
ConocoPhillips	1,032,000		58,762
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
ENI SpA sponsored ADR (d)	392,200		$ 18,602
Enterprise Products Partners LP	111,700		5,789
EQT Corp.	381,700		22,925
EV Energy Partners LP	199,438		12,106
Exxon Mobil Corp.	1,230,356		108,444
Legacy Reserves LP	214,300		5,272
Marathon Oil Corp.	585,268		18,056
Marathon Petroleum Corp.	414,790		24,697
Markwest Energy Partners LP	107,100		5,535
Murphy Oil Corp.	326,100		18,503
Northern Tier Energy LP Class A	203,100		4,732
PetroBakken Energy Ltd. Class A (d)	395,200		4,269
Royal Dutch Shell PLC Class A sponsored ADR	1,108,000		74,203
Southcross Energy Partners LP	83,400		1,958
Suncor Energy, Inc.	316,900		10,355
The Williams Companies, Inc.	640,200		21,024
Valero Energy Corp.	192,200		6,200
			608,350
TOTAL ENERGY			641,186
FINANCIALS - 16.9%
Capital Markets - 1.0%
BlackRock, Inc. Class A	138,900		27,369
State Street Corp.	315,400		14,016
The Blackstone Group LP	714,200		10,492
			51,877
Commercial Banks - 5.4%
Comerica, Inc.	346,600		10,256
Commerce Bancshares, Inc.	197,505		7,067
FirstMerit Corp.	467,700		6,585
Huntington Bancshares, Inc.	1,836,700		11,296
M&T Bank Corp.	284,709		27,825
U.S. Bancorp	1,228,700		39,638
UMB Financial Corp.	121,700		5,158
Wells Fargo & Co.	5,114,608		168,833
			276,658
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 2.1%
JPMorgan Chase & Co.	2,447,408		$ 100,540
NYSE Euronext	214,300		5,004
			105,544
Insurance - 3.6%
ACE Ltd.	274,400		21,741
AFLAC, Inc.	321,700		17,047
Allied World Assurance Co. Holdings Ltd.	214,900		17,443
Axis Capital Holdings Ltd.	693,600		24,949
Direct Line Insurance Grup PLC	619,500		2,012
MetLife, Inc.	2,042,017		67,775
Prudential Financial, Inc.	564,600		29,427
			180,394
Real Estate Investment Trusts - 4.8%
Boston Properties, Inc.	134,900		13,845
Camden Property Trust (SBI)	403,573		26,515
CBL & Associates Properties, Inc.	1,332,000		29,983
Douglas Emmett, Inc.	751,400		17,064
Equity One, Inc.	799,600		16,528
Glimcher Realty Trust	9,000		96
Home Properties, Inc.	419,800		24,722
Kimco Realty Corp.	618,400		11,910
Lexington Corporate Properties Trust	1,318,900		12,648
Prologis, Inc.	577,113		19,587
Simon Property Group, Inc.	184,200		28,022
Ventas, Inc.	530,913		33,793
Weyerhaeuser Co.	423,839		11,681
			246,394
TOTAL FINANCIALS			860,867
HEALTH CARE - 12.5%
Biotechnology - 0.8%
Amgen, Inc.	480,300		42,651
Health Care Equipment & Supplies - 0.3%
Baxter International, Inc.	202,900		13,446
Health Care Providers & Services - 0.9%
Cardinal Health, Inc.	263,100		10,642
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Quest Diagnostics, Inc.	291,600		$ 16,849
UnitedHealth Group, Inc.	378,400		20,581
			48,072
Pharmaceuticals - 10.5%
Eli Lilly & Co.	1,015,852		49,817
GlaxoSmithKline PLC	1,743,023		37,329
Johnson & Johnson	1,614,166		112,556
Merck & Co., Inc.	2,921,528		129,424
Pfizer, Inc.	5,964,935		149,243
Roche Holding AG (participation certificate)	131,178		25,819
Sanofi SA	320,927		28,664
			532,852
TOTAL HEALTH CARE			637,021
INDUSTRIALS - 8.7%
Aerospace & Defense - 1.7%
Honeywell International, Inc.	577,800		35,436
Rockwell Collins, Inc.	193,800		11,081
United Technologies Corp.	520,230		41,676
			88,193
Air Freight & Logistics - 0.6%
United Parcel Service, Inc. Class B	384,800		28,133
Commercial Services & Supplies - 0.9%
Corrections Corp. of America	378,800		12,841
Covanta Holding Corp.	353,500		6,674
Republic Services, Inc.	468,311		13,333
Waste Management, Inc.	303,100		9,872
			42,720
Industrial Conglomerates - 4.5%
3M Co.	342,000		31,105
General Electric Co.	9,362,997		197,838
			228,943
Machinery - 0.5%
Cummins, Inc.	104,700		10,277
Illinois Tool Works, Inc.	192,000		11,821
Stanley Black & Decker, Inc.	63,300		4,552
			26,650
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Road & Rail - 0.5%
Norfolk Southern Corp.	449,700		$ 27,153
TOTAL INDUSTRIALS			441,792
INFORMATION TECHNOLOGY - 9.7%
Communications Equipment - 2.2%
Cisco Systems, Inc.	3,333,400		63,035
Motorola Solutions, Inc.	434,200		23,642
QUALCOMM, Inc.	395,700		25,174
			111,851
Computers & Peripherals - 1.0%
Apple, Inc.	76,200		44,598
Dell, Inc.	1,039,500		10,021
			54,619
Electronic Equipment & Components - 0.0%
TE Connectivity Ltd.	16		1
IT Services - 3.2%
Accenture PLC Class A	746,000		50,668
Fidelity National Information Services, Inc.	433,900		15,664
IBM Corp.	395,900		75,249
Paychex, Inc.	635,700		20,686
			162,267
Semiconductors & Semiconductor Equipment - 2.0%
Analog Devices, Inc.	1,095,600		44,481
Linear Technology Corp.	765,200		25,397
Maxim Integrated Products, Inc.	522,900		15,263
Texas Instruments, Inc.	594,600		17,523
			102,664
Software - 1.3%
Activision Blizzard, Inc.	881,300		10,082
Microsoft Corp.	1,601,726		42,638
Symantec Corp. (a)	648,000		12,156
			64,876
TOTAL INFORMATION TECHNOLOGY			496,278
MATERIALS - 2.6%
Chemicals - 1.7%
E.I. du Pont de Nemours & Co.	523,200		22,571
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Chemicals - continued
Eastman Chemical Co.	266,500		$ 16,217
LyondellBasell Industries NV Class A	592,200		29,450
The Dow Chemical Co.	625,832		18,894
			87,132
Metals & Mining - 0.3%
Freeport-McMoRan Copper & Gold, Inc.	385,000		15,019
Paper & Forest Products - 0.6%
International Paper Co.	883,000		32,795
TOTAL MATERIALS			134,946
TELECOMMUNICATION SERVICES - 3.9%
Diversified Telecommunication Services - 3.0%
CenturyLink, Inc.	838,200		32,556
Verizon Communications, Inc.	2,731,100		120,496
			153,052
Wireless Telecommunication Services - 0.9%
Vodafone Group PLC sponsored ADR	1,866,800		48,163
TOTAL TELECOMMUNICATION SERVICES			201,215
UTILITIES - 6.3%
Electric Utilities - 4.8%
American Electric Power Co., Inc.	722,277		30,805
Edison International	909,657		41,371
FirstEnergy Corp.	492,230		20,900
NextEra Energy, Inc.	857,172		58,896
Northeast Utilities	1,042,400		40,383
Pinnacle West Capital Corp.	260,700		13,416
PPL Corp.	1,305,309		38,311
			244,082
Multi-Utilities - 1.5%
PG&E Corp.	883,200		36,167
Sempra Energy	588,400		40,258
			76,425
TOTAL UTILITIES			320,507
TOTAL COMMON STOCKS (Cost $4,612,794)		5,028,920
Money Market Funds - 1.5%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.19% (b)	56,088,663		$ 56,089
Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)	23,618,410		23,618
TOTAL MONEY MARKET FUNDS (Cost $79,707)		79,707
TOTAL INVESTMENT PORTFOLIO - 100.1% (Cost $4,692,501)			5,108,627
NET OTHER ASSETS (LIABILITIES) - (0.1)%			(7,037 )
NET ASSETS - 100%		$ 5,101,590

Legend

(a) Non-income producing

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

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 80
Fidelity Securities Lending Cash Central Fund	594
Total	$ 674

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 616,331	$ 616,331	$ -	$ -
Consumer Staples	678,777	660,363	18,414	-
Energy	641,186	641,186	-	-
Financials	860,867	860,867	-	-
Health Care	637,021	571,028	65,993	-
Industrials	441,792	441,792	-	-
Information Technology	496,278	496,278	-	-
Materials	134,946	134,946	-	-
Telecommunication Services	201,215	201,215	-	-
Utilities	320,507	320,507	-	-
Money Market Funds	79,707	79,707	-	-
Total Investments in Securities:	$ 5,108,627	$ 5,024,220	$ 84,407	$ -

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America	88.5%
United Kingdom	5.6%
Switzerland	1.3%
Ireland	1.0%
Others (Individually Less Than 1%)	3.6%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	November 30, 2012

Assets
Investment in securities, at value (including securities loaned of $22,618) - See accompanying schedule: Unaffiliated issuers (cost $4,612,794)	$ 5,028,920
Fidelity Central Funds (cost $79,707)	79,707
Total Investments (cost $4,692,501)		$ 5,108,627
Receivable for investments sold		23,599
Receivable for fund shares sold		2,418
Dividends receivable		23,128
Distributions receivable from Fidelity Central Funds		154
Prepaid expenses		16
Other receivables		343
Total assets		5,158,285

Liabilities
Payable for investments purchased	$ 24,992
Payable for fund shares redeemed	4,993
Accrued management fee	1,913
Other affiliated payables	793
Other payables and accrued expenses	386
Collateral on securities loaned, at value	23,618
Total liabilities		56,695

Net Assets		$ 5,101,590
Net Assets consist of:
Paid in capital		$ 5,838,481
Undistributed net investment income		24,354
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(1,177,402)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		416,157
Net Assets		$ 5,101,590

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	November 30, 2012

Fidelity Equity Dividend Income : Net Asset Value , offering price and redemption price per share ($4,537,889 ÷ 232,280 shares)		$ 19.54

Class K : Net Asset Value , offering price and redemption price per share ($563,701 ÷ 28,856 shares)		$ 19.53

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended November 30, 2012

Investment Income
Dividends		$ 149,960
Income from Fidelity Central Funds		674
Total income		150,634

Expenses
Management fee	$ 22,103
Transfer agent fees	8,223
Accounting and security lending fees	1,078
Custodian fees and expenses	96
Independent trustees' compensation	33
Appreciation in deferred trustee compensation account	1
Registration fees	113
Audit	74
Legal	22
Interest	2
Miscellaneous	48
Total expenses before reductions	31,793
Expense reductions	(286 )	31,507
Net investment income (loss)		119,127
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	291,138
Foreign currency transactions	(229 )
Total net realized gain (loss)		290,909
Change in net unrealized appreciation (depreciation) on: Investment securities	355,701
Assets and liabilities in foreign currencies	10
Total change in net unrealized appreciation (depreciation)		355,711
Net gain (loss)		646,620
Net increase (decrease) in net assets resulting from operations		$ 765,747

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended November 30, 2012	Year ended November 30, 2011
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 119,127	$ 93,398
Net realized gain (loss)	290,909	476,531
Change in net unrealized appreciation (depreciation)	355,711	(362,330 )
Net increase (decrease) in net assets resulting from operations	765,747	207,599
Distributions to shareholders from net investment income	(112,043 )	(92,232 )
Share transactions - net increase (decrease)	(94,096 )	(718,611 )
Total increase (decrease) in net assets	559,608	(603,244)

Net Assets
Beginning of period	4,541,982	5,145,226
End of period (including undistributed net investment income of $24,354 and undistributed net investment income of $20,488, respectively)	$ 5,101,590	$ 4,541,982

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

Annual Report

Financial Highlights - Fidelity Equity Dividend Income

Years ended November 30,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 17.03	$ 16.81	$ 16.16	$ 13.32	$ 24.29
Income from Investment Operations
Net investment income (loss) ^B	.46	.33	.26	.27	.33
Net realized and unrealized gain (loss)	2.48	.21	.63	2.86	(9.72 )
Total from investment operations	2.94	.54	.89	3.13	(9.39 )
Distributions from net investment income	(.43)	(.32)	(.24)	(.29)	(.36)
Distributions from net realized gain	-	-	-	-	(1.22 )
Total distributions	(.43 )	(.32 )	(.24 )	(.29 )	(1.58 )
Net asset value, end of period	$ 19.54	$ 17.03	$ 16.81	$ 16.16	$ 13.32
Total Return ^A	17.42%	3.17%	5.57%	24.07%	(41.13)%
Ratios to Average Net Assets ^C,E
Expenses before reductions	.67%	.68%	.69%	.75%	.67%
Expenses net of fee waivers, if any	.67%	.68%	.69%	.75%	.67%
Expenses net of all reductions	.66%	.67%	.69%	.74%	.67%
Net investment income (loss)	2.45%	1.83%	1.57%	1.98%	1.70%
Supplemental Data
Net assets, end of period (in millions)	$ 4,538	$ 4,198	$ 4,777	$ 5,288	$ 5,212
Portfolio turnover rate ^D	78%	82%	30%	75%	76%

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

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

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

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

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

Annual Report

Financial Highlights - Class K

Years ended November 30,	2012	2011	2010	2009	2008 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 17.03	$ 16.82	$ 16.16	$ 13.32	$ 21.42
Income from Investment Operations
Net investment income (loss) ^D	.48	.35	.28	.29	.17
Net realized and unrealized gain (loss)	2.48	.21	.65	2.87	(8.08 )
Total from investment operations	2.96	.56	.93	3.16	(7.91 )
Distributions from net investment income	(.46 )	(.35 )	(.27 )	(.32 )	(.19 )
Net asset value, end of period	$ 19.53	$ 17.03	$ 16.82	$ 16.16	$ 13.32
Total Return ^B,C	17.53%	3.26%	5.80%	24.30%	(37.13)%
Ratios to Average Net Assets ^E,H
Expenses before reductions	.54%	.54%	.54%	.56%	.54% ^A
Expenses net of fee waivers, if any	.54%	.54%	.54%	.56%	.54% ^A
Expenses net of all reductions	.53%	.53%	.54%	.56%	.54% ^A
Net investment income (loss)	2.58%	1.96%	1.72%	2.17%	2.11% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 564	$ 344	$ 368	$ 208	$ 154
Portfolio turnover rate ^F	78%	82%	30%	75%	76%

^A Annualized

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

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

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

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

^G For the period May 9, 2008 (commencement of sale of shares) to November 30, 2008.

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

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2012

(Amounts in thousands except percentages)

1. Organization.

Fidelity Equity Dividend Income Fund (the Fund) (formerly Fidelity Equity-Income II Fund) is a fund of Fidelity Financial Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Fidelity Equity Dividend Income and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

3. Significant Accounting Policies.

Annual Report

3. Significant Accounting Policies - continued

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

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Annual Report

3. Significant Accounting Policies - continued

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

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

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 520,077
Gross unrealized depreciation	(109,758 )
Net unrealized appreciation (depreciation) on securities and other investments	$ 410,319

Tax Cost	$ 4,698,308

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income	$ 24,673
Capital loss carryforward	$ (1,171,596 )
Net unrealized appreciation (depreciation)	$ 410,351

Fiscal year of expiration
2016	$ (161,900)
2017	(1,009,696 )
Total capital loss carryforward	$ (1,171,596 )

The tax character of distributions paid was as follows:

	November 30, 2012	November 30, 2011
Ordinary Income	$ 112,043	$ 92,232

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $3,726,664 and $3,768,061, respectively.

Annual Report

5. Fees and Other Transactions with Affiliates.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Fidelity Equity Dividend Income. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Fidelity Equity Dividend Income	$ 7,991	.18
Class K	232	.05
	$ 8,223

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

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 8,176	.39%	$ 2

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $13 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $443. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $594, including $1 from securities loaned to FCM.

8. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average loan balance during the period for which loans were outstanding amounted to $2,806. The weighted average interest rate was .61%. The interest expense amounted to ninety-five dollars under the bank borrowing program. At period end, there were no bank borrowings outstanding.

Annual Report

9. Expense Reductions.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,	2012	2011
From net investment income
Fidelity Equity Dividend Income	$ 100,863	$ 85,256
Class K	11,180	6,976
Total	$ 112,043	$ 92,232

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended November 30,	2012	2011	2012	2011
Fidelity Equity Dividend Income
Shares sold	33,359	12,006	$ 629,122	$ 216,001
Reinvestment of distributions	5,140	4,548	95,357	80,768
Shares redeemed	(52,766 )	(54,092 )	(981,368 )	(982,318 )
Net increase (decrease)	(14,267 )	(37,538 )	$ (256,889 )	$ (685,549 )
Class K
Shares sold	13,352	4,934	$ 250,702	$ 87,259
Reinvestment of distributions	598	394	11,180	6,976
Shares redeemed	(5,288 )	(7,042 )	(99,089 )	(127,297 )
Net increase (decrease)	8,662	(1,714 )	$ 162,793	$ (33,062 )

12. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Financial Trust and the Shareholders of Fidelity Equity Dividend Income Fund (formerly Fidelity Equity-Income II Fund):

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Equity Dividend Income Fund (formerly Fidelity Equity-Income II Fund) (a fund of Fidelity Financial Trust) at November 30, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Equity Dividend Income Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 14, 2013

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

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

Interested Trustees *:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience ⁺
James C. Curvey (77)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (55)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Annual Report

Trustees and Officers - continued

Independent Trustees :

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience ⁺
Dennis J. Dirks (64)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (59)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (68)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (68)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (62)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (68)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (73)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).
David M. Thomas (63)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (62)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Members and Executive Officers :

Name, Age; Principal Occupation
Peter S. Lynch (68)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
David A. Rosow (70)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.
Garnett A. Smith (65)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).
Kenneth B. Robins (43)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (47)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (48)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (44)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (43)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (44)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (54)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (44)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.
Joseph F. Zambello (55)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice Presidentof FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (45)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephen Sadoski (41)
	Year of Election or Appointment: 2012 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).
Stephanie J. Dorsey (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Assistant Treasurer (2012-present) and Deputy Treasurer (2008-present) of other Fidelity funds and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (54)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (54)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

Total of 0.02% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

Fidelity Equity Dividend Income designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends received deduction for corporate shareholders.

Fidelity Equity Dividend Income designates 100% of the dividends distributed during the fiscal year as amounts which may betaken into account as a dividend for the purposes of the maximum rate under section l(h)(ll)of the Internal Revenue Code.

The fund will notify shareholders in January 20l3 of amounts for use in preparing 20l2 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Equity Dividend Income Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Performance . The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, as available, the cumulative total returns of Class K and the retail class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Equity Dividend Income Fund

EII168186

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund (the class with the longer performance record) was in the fourth quartile for the one- and five-year periods and the third quartile for the three-year period. The Board also noted that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance between the fund's classes reflect the variations in class expenses, which result in lower performance for the higher expense class. The Board discussed with FMR actions to improve the fund's disappointing performance relative to its peer group. The Board noted that this fund had underperformed in the past and discussed with FMR its disappointment with the continued underperformance of the fund. The Board noted that there was a portfolio management change for the fund in October 2011. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

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

Annual Report

Management Fee . The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 14% means that 86% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Fidelity Equity Dividend Income Fund

EII168188

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2011.

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

Total Expense Ratio . In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below its competitive median for 2011.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-8888

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) EII168190
1-800-544-5555

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

EII-UANN-0113
1.786707.109

Fidelity ®

Independence

Fund

Annual Report

November 30, 2012

(Fidelity Cover Art)

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fundperformance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
Distributions	(Click Here)
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended November 30, 2012	Past 1 year	Past 5 years	Past 10 years
Fidelity® Independence Fund	14.14%	-0.85%	7.08%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity ® Independence Fund, a class of the fund, on November 30, 2002. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

FEE168207

Annual Report

Management's Discussion of Fund Performance

Comments from Robert Bertelson, Portfolio Manager of Fidelity ® Independence Fund: For the year, the fund's Retail Class shares returned 14.14%, trailing the S&P 500®. Despite stock selection adding value overall, my picks in energy notably detracted from the fund's results, as did security selection in the pharmaceuticals, biotechnology and life science segment of health care. The fund's sector and industry weightings also hurt, particularly an underweighting in financials, the index's best-performing sector. Deckers Outdoor, maker of the popular UGG® boots, saw its profits squeezed by a run-up in the price of sheepskin and an unseasonably warm winter, and I sold the stock. Other significant detractors were Concho Resources, an oil and gas exploration and production holding, and Green Mountain Coffee Roasters. All three detractors I've mentioned were non-index positions. Conversely, stock selection in consumer discretionary, information technology and materials added value. At the stock level, the top relative contributor was homebuilder PulteGroup, as the formerly moribund housing market came to life during the period. Also bolstering relative performance was consumer electronics maker Apple, by far the fund's largest holding during the period and also its top absolute contributor.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2012 to November 30, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value June 1, 2012	Ending Account Value November 30, 2012	Expenses Paid During Period * June 1, 2012 to November 30, 2012
Independence	.64%
Actual		$ 1,000.00	$ 1,081.20	$ 3.33
Hypothetical ^A		$ 1,000.00	$ 1,021.80	$ 3.23
Class K	.54%
Actual		$ 1,000.00	$ 1,082.00	$ 2.81
Hypothetical ^A		$ 1,000.00	$ 1,022.30	$ 2.73

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of November 30, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	7.5	8.1
Pioneer Natural Resources Co.	2.4	2.1
PulteGroup, Inc.	2.2	1.4
General Electric Co.	2.2	0.0
United Continental Holdings, Inc.	1.9	3.2
Concho Resources, Inc.	1.9	1.8
QUALCOMM, Inc.	1.9	1.4
Home Depot, Inc.	1.8	1.4
Amgen, Inc.	1.8	0.0
Citigroup, Inc.	1.8	1.4
	25.4
Top Five Market Sectors as of November 30, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	28.1	27.2
Information Technology	18.9	22.2
Health Care	15.7	13.9
Energy	11.3	10.3
Industrials	9.0	11.1

Asset Allocation (% of fund's net assets)
As of November 30, 2012 *			As of May 31, 2012 **
	Stocks 99.6%			Stocks 99.8%
	Short-Term Investments and Net Other Assets (Liabilities) 0.4%			Short-Term Investments and Net Other Assets (Liabilities) 0.2%
* Foreign investments		11.4%	** Foreign investments		12.4%

FEE168215

Annual Report

Investments November 30, 2012

Showing Percentage of Net Assets

Common Stocks - 99.6%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 28.1%
Auto Components - 0.9%
Delphi Automotive PLC	550,000		$ 18,695
TRW Automotive Holdings Corp. (a)	232,200		11,759
			30,454
Automobiles - 0.3%
Harley-Davidson, Inc.	200,000		9,392
Diversified Consumer Services - 0.4%
Anhanguera Educacional Participacoes SA	400,000		6,041
Estacio Participacoes SA	350,000		6,413
			12,454
Hotels, Restaurants & Leisure - 1.6%
Chipotle Mexican Grill, Inc. (a)	75,000		19,784
Las Vegas Sands Corp.	400,000		18,660
Panera Bread Co. Class A (a)	101,600		16,307
			54,751
Household Durables - 5.4%
D.R. Horton, Inc.	1,475,000		28,704
KB Home	1,532,709		22,010
Lennar Corp. Class A	300,000		11,412
Mohawk Industries, Inc. (a)	100,000		8,599
PulteGroup, Inc. (a)	4,588,400		77,131
Toll Brothers, Inc. (a)	1,251,057		39,834
			187,690
Internet & Catalog Retail - 1.8%
Expedia, Inc.	650,000		40,209
Priceline.com, Inc. (a)	35,000		23,211
			63,420
Leisure Equipment & Products - 0.5%
Polaris Industries, Inc.	200,000		16,962
Media - 4.1%
CBS Corp. Class B	882,200		31,742
Comcast Corp. Class A	1,300,000		48,334
The Walt Disney Co.	775,500		38,511
Time Warner, Inc.	450,000		21,285
			139,872
Multiline Retail - 1.6%
Macy's, Inc.	1,413,200		54,691
Specialty Retail - 7.2%
Cabela's, Inc. Class A (a)	275,000		13,137
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Dick's Sporting Goods, Inc.	300,000		$ 15,753
GNC Holdings, Inc.	700,000		24,591
Home Depot, Inc.	977,700		63,619
Limited Brands, Inc.	526,600		27,462
PetSmart, Inc.	393,300		27,791
Pier 1 Imports, Inc.	500,000		9,595
TJX Companies, Inc.	1,266,500		56,157
Urban Outfitters, Inc. (a)	300,000		11,310
			249,415
Textiles, Apparel & Luxury Goods - 4.3%
Arezzo Industria e Comercio SA	796,000		13,783
Crocs, Inc. (a)	500,000		6,675
lululemon athletica, Inc. (a)	150,000		10,767
Michael Kors Holdings Ltd.	681,747		36,235
Prada SpA	2,000,000		16,516
PVH Corp.	245,200		28,097
Vera Bradley, Inc. (a)(d)	322,114		8,926
VF Corp.	160,000		25,682
			146,681
TOTAL CONSUMER DISCRETIONARY			965,782
CONSUMER STAPLES - 4.4%
Beverages - 1.6%
Fomento Economico Mexicano SAB de CV unit	1,000,000		9,793
Monster Beverage Corp. (a)	861,600		44,846
			54,639
Food & Staples Retailing - 1.3%
Wal-Mart Stores, Inc.	650,000		46,813
Food Products - 1.4%
Green Mountain Coffee Roasters, Inc. (a)	1,024,300		37,561
Orion Corp.	10,000		10,374
			47,935
Personal Products - 0.1%
Hengan International Group Co. Ltd.	325,500		2,940
TOTAL CONSUMER STAPLES			152,327
Common Stocks - continued
	Shares		Value (000s)
ENERGY - 11.3%
Energy Equipment & Services - 1.0%
Cameron International Corp. (a)	265,000		$ 14,297
McDermott International, Inc. (a)	400,000		4,212
National Oilwell Varco, Inc.	200,000		13,660
			32,169
Oil, Gas & Consumable Fuels - 10.3%
Anadarko Petroleum Corp.	541,100		39,603
Concho Resources, Inc. (a)	793,000		63,646
Continental Resources, Inc. (a)	798,200		54,836
EOG Resources, Inc.	150,000		17,643
Genel Energy PLC (a)	638,500		8,276
Hess Corp.	200,000		9,922
Kosmos Energy Ltd. (a)	667,500		7,917
Murphy Oil Corp.	300,000		17,022
Occidental Petroleum Corp.	100,000		7,521
Pioneer Natural Resources Co.	776,500		83,086
Rosetta Resources, Inc. (a)	500,000		22,470
SM Energy Co.	75,000		3,727
The Williams Companies, Inc.	600,000		19,704
			355,373
TOTAL ENERGY			387,542
FINANCIALS - 6.9%
Capital Markets - 3.0%
Apollo Global Management LLC Class A (d)	2,543,700		39,911
Greenhill & Co., Inc.	100,000		4,752
Morgan Stanley	2,733,100		46,107
The Blackstone Group LP	950,000		13,956
			104,726
Diversified Financial Services - 1.8%
Citigroup, Inc.	1,750,000		60,498
Real Estate Investment Trusts - 0.5%
American Tower Corp.	243,300		18,230
Real Estate Management & Development - 0.8%
Altisource Portfolio Solutions SA (a)	147,800		15,716
CBRE Group, Inc. (a)	600,000		11,358
Realogy Holdings Corp.	18,200		686
			27,760
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Thrifts & Mortgage Finance - 0.8%
Nationstar Mortgage Holdings, Inc. (d)	100,000		$ 3,062
Ocwen Financial Corp. (a)	650,000		23,309
			26,371
TOTAL FINANCIALS			237,585
HEALTH CARE - 15.7%
Biotechnology - 8.7%
Alexion Pharmaceuticals, Inc. (a)	214,400		20,587
Amgen, Inc.	700,000		62,160
ARIAD Pharmaceuticals, Inc. (a)	600,000		13,416
Biogen Idec, Inc. (a)	325,000		48,454
Clovis Oncology, Inc. (d)	164,600		2,532
Gilead Sciences, Inc. (a)	800,000		60,000
InterMune, Inc. (a)	400,000		3,664
KYTHERA Biopharmaceuticals, Inc.	171,300		4,192
Medivation, Inc. (a)	575,000		29,986
Onyx Pharmaceuticals, Inc. (a)	200,000		15,094
Regeneron Pharmaceuticals, Inc. (a)	150,000		26,483
Synageva BioPharma Corp. (a)	200,000		9,786
Vertex Pharmaceuticals, Inc. (a)	110,350		4,391
			300,745
Health Care Equipment & Supplies - 1.6%
Edwards Lifesciences Corp. (a)	225,000		19,523
Haemonetics Corp. (a)	150,000		12,155
The Cooper Companies, Inc.	250,000		23,735
			55,413
Health Care Providers & Services - 2.2%
Catamaran Corp. (a)	686,600		33,703
Express Scripts Holding Co. (a)	500,000		26,925
Qualicorp SA (a)	1,386,000		13,459
			74,087
Pharmaceuticals - 3.2%
Allergan, Inc.	350,000		32,463
Elan Corp. PLC sponsored ADR (a)	1,753,100		17,496
Perrigo Co.	50,000		5,175
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Valeant Pharmaceuticals International, Inc. (Canada) (a)	825,560		$ 45,992
ViroPharma, Inc. (a)	400,000		9,916
			111,042
TOTAL HEALTH CARE			541,287
INDUSTRIALS - 9.0%
Airlines - 5.0%
Copa Holdings SA Class A	188,000		17,830
Delta Air Lines, Inc. (a)	4,661,775		46,618
United Continental Holdings, Inc. (a)	3,244,100		65,596
US Airways Group, Inc. (a)(d)	3,350,000		43,182
			173,226
Commercial Services & Supplies - 0.4%
Aggreko PLC	300,000		10,728
Swisher Hygiene, Inc. (a)	1,531,745		1,972
			12,700
Construction & Engineering - 0.3%
MasTec, Inc. (a)	400,000		9,136
Industrial Conglomerates - 2.2%
General Electric Co.	3,600,000		76,068
Machinery - 0.2%
Chart Industries, Inc. (a)	150,000		9,072
Marine - 0.1%
DryShips, Inc. (a)(d)	1,500,000		2,535
Professional Services - 0.5%
Bureau Veritas SA	150,000		16,642
Trading Companies & Distributors - 0.3%
Mills Estruturas e Servicos de Engenharia SA	651,000		9,582
TOTAL INDUSTRIALS			308,961
INFORMATION TECHNOLOGY - 18.9%
Communications Equipment - 2.5%
Acme Packet, Inc. (a)	600,000		11,970
Palo Alto Networks, Inc.	4,200		229
QUALCOMM, Inc.	1,000,000		63,620
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Riverbed Technology, Inc. (a)	350,000		$ 6,265
Ruckus Wireless, Inc.	293,800		3,890
			85,974
Computers & Peripherals - 7.9%
3D Systems Corp. (a)(d)	300,000		13,413
Apple, Inc.	444,300		260,029
			273,442
Internet Software & Services - 3.5%
Bankrate, Inc. (a)(d)	771,600		9,282
Cornerstone OnDemand, Inc. (a)	283,600		7,952
eBay, Inc. (a)	1,000,000		52,820
Facebook, Inc. Class A	371,740		10,409
Liquidity Services, Inc. (a)	400,000		16,424
Rackspace Hosting, Inc. (a)	225,000		15,552
VeriSign, Inc. (a)	200,000		6,826
			119,265
IT Services - 1.0%
Teradata Corp. (a)	200,000		11,896
Visa, Inc. Class A	150,000		22,457
			34,353
Semiconductors & Semiconductor Equipment - 1.6%
Freescale Semiconductor Holdings I Ltd. (a)(d)	1,260,800		11,675
NXP Semiconductors NV (a)	1,348,100		33,001
Skyworks Solutions, Inc. (a)	450,000		10,193
			54,869
Software - 2.4%
Citrix Systems, Inc. (a)	450,000		27,522
CommVault Systems, Inc. (a)	250,000		16,590
Informatica Corp. (a)	718,500		19,306
RealPage, Inc. (a)	275,941		5,461
salesforce.com, Inc. (a)	50,000		7,884
Splunk, Inc.	6,900		208
VMware, Inc. Class A (a)	50,000		4,548
Workday, Inc.	34,200		1,713
			83,232
TOTAL INFORMATION TECHNOLOGY			651,135
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - 4.5%
Chemicals - 4.5%
Arkema SA	100,000		$ 10,229
Eastman Chemical Co.	400,000		24,340
FMC Corp.	300,000		16,638
Huntsman Corp.	600,000		9,864
LyondellBasell Industries NV Class A	671,500		33,394
Mexichem SAB de CV	1,106,300		5,702
PetroLogistics LP	450,000		5,274
Rockwood Holdings, Inc.	253,300		11,619
Sherwin-Williams Co.	100,000		15,252
Westlake Chemical Corp.	317,700		23,005
			155,317
TELECOMMUNICATION SERVICES - 0.8%
Wireless Telecommunication Services - 0.8%
SBA Communications Corp. Class A (a)	400,000		27,528
TOTAL COMMON STOCKS (Cost $2,883,299)		3,427,464
Money Market Funds - 1.3%

Fidelity Cash Central Fund, 0.19% (b)	766,328		766
Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)	44,617,300		44,617
TOTAL MONEY MARKET FUNDS (Cost $45,383)		45,383
TOTAL INVESTMENT PORTFOLIO - 100.9% (Cost $2,928,682)			3,472,847
NET OTHER ASSETS (LIABILITIES) - (0.9)%			(30,637 )
NET ASSETS - 100%		$ 3,442,210

Legend

(a) Non-income producing

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

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 32
Fidelity Securities Lending Cash Central Fund	1,216
Total	$ 1,248

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 965,782	$ 965,782	$ -	$ -
Consumer Staples	152,327	152,327	-	-
Energy	387,542	387,542	-	-
Financials	237,585	237,585	-	-
Health Care	541,287	541,287	-	-
Industrials	308,961	306,989	1,972	-
Information Technology	651,135	651,135	-	-
Materials	155,317	155,317	-	-
Telecommunication Services	27,528	27,528	-	-
Money Market Funds	45,383	45,383	-	-
Total Investments in Securities:	$ 3,472,847	$ 3,470,875	$ 1,972	$ -

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America	88.6%
Canada	2.3%
Netherlands	2.0%
Brazil	1.5%
Others (Individually Less Than 1%)	5.6%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	November 30, 2012

Assets
Investment in securities, at value (including securities loaned of $42,321) - See accompanying schedule: Unaffiliated issuers (cost $2,883,299)	$ 3,427,464
Fidelity Central Funds (cost $45,383)	45,383
Total Investments (cost $2,928,682)		$ 3,472,847
Receivable for investments sold		21,386
Receivable for fund shares sold		832
Dividends receivable		5,343
Distributions receivable from Fidelity Central Funds		206
Prepaid expenses		9
Other receivables		137
Total assets		3,500,760

Liabilities
Payable for investments purchased	$ 7,654
Payable for fund shares redeemed	4,254
Accrued management fee	1,333
Other affiliated payables	522
Other payables and accrued expenses	170
Collateral on securities loaned, at value	44,617
Total liabilities		58,550

Net Assets		$ 3,442,210
Net Assets consist of:
Paid in capital		$ 3,683,486
Distributions in excess of net investment income		(1,097)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(784,332)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		544,153
Net Assets		$ 3,442,210

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	November 30, 2012

Independence : Net Asset Value , offering price and redemption price per share ($3,054,796 ÷ 120,062 shares)		$ 25.44

Class K : Net Asset Value , offering price and redemption price per share ($387,414 ÷ 15,207 shares)		$ 25.48

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended November 30, 2012

Investment Income
Dividends		$ 31,905
Income from Fidelity Central Funds		1,248
Total income		33,153

Expenses
Management fee Basic fee	$ 19,649
Performance adjustment	357
Transfer agent fees	5,558
Accounting and security lending fees	1,022
Custodian fees and expenses	76
Independent trustees' compensation	24
Registration fees	71
Audit	71
Legal	17
Interest	1
Miscellaneous	40
Total expenses before reductions	26,886
Expense reductions	(147 )	26,739
Net investment income (loss)		6,414
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	161,431
Foreign currency transactions	(309 )
Total net realized gain (loss)		161,122
Change in net unrealized appreciation (depreciation) on: Investment securities	301,015
Assets and liabilities in foreign currencies	97
Total change in net unrealized appreciation (depreciation)		301,112
Net gain (loss)		462,234
Net increase (decrease) in net assets resulting from operations		$ 468,648

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended November 30, 2012	Year ended November 30, 2011
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 6,414	$ 9,186
Net realized gain (loss)	161,122	543,773
Change in net unrealized appreciation (depreciation)	301,112	(682,954 )
Net increase (decrease) in net assets resulting from operations	468,648	(129,995 )
Distributions to shareholders from net investment income	(9,642 )	-
Share transactions - net increase (decrease)	(575,793 )	(542,641 )
Total increase (decrease) in net assets	(116,787)	(672,636)

Net Assets
Beginning of period	3,558,997	4,231,633
End of period (including distributions in excess of net investment income of $1,097 and undistributed net investment income of $7,301, respectively)	$ 3,442,210	$ 3,558,997

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

Annual Report

Financial Highlights - Independence

Years ended November 30,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 22.35	$ 23.29	$ 19.10	$ 14.17	$ 27.60
Income from Investment Operations
Net investment income (loss) ^B	.04	.05 ^E	(.03)	.06	.08
Net realized and unrealized gain (loss)	3.11	(.99 )	4.26	4.96	(12.75 )
Total from investment operations	3.15	(.94 )	4.23	5.02	(12.67 )
Distributions from net investment income	(.06)	-	(.03)	(.09)	(.01)
Distributions from net realized gain	-	-	(.01 )	-	(.75 )
Total distributions	(.06 )	-	(.04 )	(.09 )	(.76 )
Net asset value, end of period	$ 25.44	$ 22.35	$ 23.29	$ 19.10	$ 14.17
Total Return ^A	14.14%	(4.04)%	22.18%	35.62%	(47.19)%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	.78%	.70%	.92%	.92%	.91%
Expenses net of fee waivers, if any	.78%	.70%	.92%	.92%	.91%
Expenses net of all reductions	.77%	.70%	.92%	.91%	.90%
Net investment income (loss)	.17%	.21% ^E	(.16)%	.36%	.34%
Supplemental Data
Net assets, end of period (in millions)	$ 3,055	$ 3,272	$ 3,988	$ 3,824	$ 3,407
Portfolio turnover rate ^D	82%	93%	103%	173%	173%

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

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

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

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

Annual Report

Financial Highlights - Class K

Years ended November 30,	2012	2011	2010	2009	2008 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 22.39	$ 23.31	$ 19.12	$ 14.18	$ 28.56
Income from Investment Operations
Net investment income (loss) ^D	.07	.08 ^G	- ^J	.09	.09
Net realized and unrealized gain (loss)	3.12	(1.00 )	4.26	4.96	(14.47 )
Total from investment operations	3.19	(.92 )	4.26	5.05	(14.38 )
Distributions from net investment income	(.10)	-	(.07)	(.11)	-
Distributions from net realized gain	-	-	(.01 )	-	-
Total distributions	(.10 )	-	(.07 ) ^K	(.11 )	-
Net asset value, end of period	$ 25.48	$ 22.39	$ 23.31	$ 19.12	$ 14.18
Total Return ^{B, C}	14.33%	(3.95)%	22.37%	35.94%	(50.35)%
Ratios to Average Net Assets ^{E, I}
Expenses before reductions	.66%	.57%	.78%	.73%	.79% ^A
Expenses net of fee waivers, if any	.66%	.57%	.78%	.73%	.79% ^A
Expenses net of all reductions	.65%	.57%	.77%	.72%	.78% ^A
Net investment income (loss)	.29%	.34% ^G	(.01)%	.56%	1.04% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 387	$ 287	$ 243	$ 178	$ 78
Portfolio turnover rate ^F	82%	93%	103%	173%	173%

^A Annualized

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

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

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

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

^H For the period May 9, 2008 (commencement of sale of shares) to November 30, 2008.

^J Amount represents less than $.01 per share.

^K Total distributions of $.07 per share is comprised of distributions from net investment income of $.067 and distributions from net realized gain of $.005 per share.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2012

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

3. Significant Accounting Policies.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 685,202
Gross unrealized depreciation	(142,204 )
Net unrealized appreciation (depreciation) on securities and other investments	$ 542,998

Tax Cost	$ 2,929,849

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

Capital loss carryforward	$ (783,166 )
Net unrealized appreciation (depreciation)	$ 542,986

Fiscal year of expiration
2016	$ (10,268)
2017	(772,898 )
Total capital loss carryforward	$ (783,166 )

The tax character of distributions paid was as follows:

	November 30, 2012	November 30, 2011
Ordinary Income	$ 9,642	$ -

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

New Accounting Pronouncement - continued

currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,867,988 and $3,177,268, respectively.

5. Fees and Other Transactions with Affiliates.

	Amount	% of Average Net Assets
Independence	$ 5,379	.17
Class K	179	.05
	$ 5,558

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees - continued

administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 8,303	.42%	$ 1

6. Committed Line of Credit.

7. Security Lending.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

7. Security Lending - continued

8. Expense Reductions.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,	2012	2011
From net investment income
Independence	$ 8,340	$ -
Class K	1,302	-
Total	$ 9,642	$ -

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended November 30,	2012	2011	2012	2011
Independence
Shares sold	5,070	10,435	$ 124,552	$ 255,584
Reinvestment of distributions	385	-	8,196	-
Shares redeemed	(31,826 )	(35,226 )	(767,573 )	(854,587 )
Net increase (decrease)	(26,371 )	(24,791 )	$ (634,825 )	$ (599,003 )

Annual Report

10. Share Transactions - continued

	Shares		Dollars
Years ended November 30,	2012	2011	2012	2011
Class K
Shares sold	6,495	5,587	$ 157,578	$ 134,810
Reinvestment of distributions	61	-	1,302	-
Shares redeemed	(4,148 )	(3,230 )	(99,848 )	(78,448 )
Net increase (decrease)	2,408	2,357	$ 59,032	$ 56,362

11. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Financial Trust and the Shareholders of Fidelity Independence Fund:

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 11, 2013

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

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

Interested Trustees *:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience ⁺
James C. Curvey (77)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (55)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Annual Report

Independent Trustees :

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience ⁺
Dennis J. Dirks (64)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (59)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (68)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (68)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (62)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (68)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (73)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).
David M. Thomas (63)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (62)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Members and Executive Officers :

Name, Age; Principal Occupation
Peter S. Lynch (68)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
David A. Rosow (70)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.
Garnett A. Smith (65)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).
Kenneth B. Robins (43)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (47)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (48)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (44)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (43)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (44)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (54)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (44)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.
Joseph F. Zambello (55)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (45)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephen Sadoski (41)
	Year of Election or Appointment: 2012 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).
Stephanie J. Dorsey (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Assistant Treasurer (2012-present) and Deputy Treasurer (2008-present) of other Fidelity funds and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (54)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (54)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

Independence designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

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

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Independence Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Fidelity Independence Fund

FEE168217

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Fidelity Independence Fund

FEE168219

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

The Board noted that the total expense ratio of each class ranked below its competitive median for 2011.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(UK) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, Illinois

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) FEE168221
1-800-544-5555

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

FRE-UANN-0113
1.786709.109

Fidelity ®

Equity Dividend Income

Fund -
Class K

Annual Report

November 30, 2012

(Fidelity Cover Art)

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
Distributions	(Click Here)
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended November 30, 2012	Past 1 year	Past 5 years	Past 10 years
Class K ^A	17.53%	-1.23%	4.81%

^A The initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008, are those of Fidelity ® Equity Dividend Income Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Equity Dividend Income Fund - Class K, a class of the fund, on November 30, 2002. The chart shows how the value of your investment would have changed, and also shows how the Russell 3000® Value Index performed over the same period. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

EKK56648

Annual Report

Management's Discussion of Fund Performance

Comments from Scott Offen, Portfolio Manager of Fidelity ® Equity Dividend Income Fund: For the year, the fund's Class K shares gained 17.53%, edging the 17.26% advance of the Russell 3000® Value Index. Stock selection in energy and utilities was favorable, as was an overweighting in information technology, although that benefit was somewhat offset by unfavorable security selection here. Top individual contributors included Kraft Foods, an underweighting in personal computer and printer manufacturer Hewlett-Packard, and investments in home improvement retailer Home Depot, telecommunication services company AT&T and media firm Time Warner Cable. On the downside, the fund was held back by security selection in industrials and by underweighting financials. In the latter group, not owning index component Bank of America hurt. Among other notable detractors were food company Mondelez International, IBM, fast-food company McDonald's and railroad company Norfolk Southern. Some of the stocks mentioned were sold from the fund before period end and/or were not part of the index.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2012 to November 30, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value June 1, 2012	Ending Account Value November 30, 2012	Expenses Paid During Period * June 1, 2012 to November 30, 2012
Fidelity Equity Dividend Income	.66%
Actual		$ 1,000.00	$ 1,096.60	$ 3.46
Hypothetical ^A		$ 1,000.00	$ 1,021.70	$ 3.34
Class K	.54%
Actual		$ 1,000.00	$ 1,096.80	$ 2.83
Hypothetical ^A		$ 1,000.00	$ 1,022.30	$ 2.73

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of November 30, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
General Electric Co.	3.9	3.3
Wells Fargo & Co.	3.3	3.8
Chevron Corp.	3.2	4.0
Pfizer, Inc.	2.9	2.5
Procter & Gamble Co.	2.6	2.3
Merck & Co., Inc.	2.6	2.3
Verizon Communications, Inc.	2.4	0.0
Johnson & Johnson	2.2	1.8
Exxon Mobil Corp.	2.1	2.0
JPMorgan Chase & Co.	2.0	1.8
	27.2
Top Five Market Sectors as of November 30, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	16.9	15.6
Consumer Staples	13.3	15.1
Energy	12.6	8.7
Health Care	12.5	11.5
Consumer Discretionary	12.1	11.1

Asset Allocation (% of fund's net assets)
As of November 30, 2012 *			As of May 31, 2012 **
	Stocks 98.6%			Stocks 99.6%
	Short-Term Investments and Net Other Assets (Liabilities) 1.4%			Short-Term Investments and Net Other Assets (Liabilities) 0.4%
* Foreign investments		11.5%	** Foreign investments		11.0%

EKK56656

Annual Report

Investments November 30, 2012

Showing Percentage of Net Assets

Common Stocks - 98.6%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 12.1%
Automobiles - 0.4%
Ford Motor Co.	1,548,500		$ 17,730
Diversified Consumer Services - 0.3%
H&R Block, Inc.	946,300		17,062
Hotels, Restaurants & Leisure - 2.7%
Brinker International, Inc.	297,200		8,901
Cedar Fair LP (depository unit)	430,700		14,226
Darden Restaurants, Inc.	582,700		30,813
Las Vegas Sands Corp.	178,900		8,346
McDonald's Corp.	342,000		29,768
Starwood Hotels & Resorts Worldwide, Inc.	95,300		5,142
Wyndham Worldwide Corp.	540,200		26,518
Yum! Brands, Inc.	229,700		15,408
			139,122
Media - 4.1%
Cablevision Systems Corp. - NY Group Class A	1,234,600		17,087
Comcast Corp. Class A	2,217,400		82,443
The Walt Disney Co.	516,400		25,644
Time Warner Cable, Inc.	438,704		41,629
Time Warner, Inc.	832,343		39,370
			206,173
Multiline Retail - 0.7%
Target Corp.	563,856		35,596
Specialty Retail - 3.1%
Foot Locker, Inc.	1,314,600		47,115
Home Depot, Inc.	1,053,400		68,545
Limited Brands, Inc.	213,200		11,118
Lowe's Companies, Inc.	875,800		31,608
			158,386
Textiles, Apparel & Luxury Goods - 0.8%
VF Corp.	263,300		42,262
TOTAL CONSUMER DISCRETIONARY			616,331
CONSUMER STAPLES - 13.3%
Beverages - 3.5%
Anheuser-Busch InBev SA NV ADR	395,100		34,757
Diageo PLC	617,343		18,414
Dr. Pepper Snapple Group, Inc.	853,600		38,284
PepsiCo, Inc.	747,271		52,466
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Beverages - continued
SABMiller PLC	232,500		$ 10,532
The Coca-Cola Co.	669,084		25,372
			179,825
Food & Staples Retailing - 2.0%
CVS Caremark Corp.	659,100		30,655
Safeway, Inc.	172,300		2,948
Wal-Mart Stores, Inc.	932,500		67,159
			100,762
Food Products - 1.8%
Danone SA	161,900		10,270
Ingredion, Inc.	90,000		5,846
Kellogg Co.	403,600		22,384
Kraft Foods Group, Inc. (a)	359,247		16,245
Mondelez International, Inc. (a)	1,451,841		37,588
			92,333
Household Products - 3.5%
Energizer Holdings, Inc.	64,200		5,121
Procter & Gamble Co.	1,927,305		134,584
Reckitt Benckiser Group PLC	604,600		38,020
			177,725
Tobacco - 2.5%
Altria Group, Inc.	615,700		20,817
British American Tobacco PLC sponsored ADR	152,700		16,099
KT&G Corp.	65,963		5,222
Lorillard, Inc.	116,100		14,067
Philip Morris International, Inc.	800,259		71,927
			128,132
TOTAL CONSUMER STAPLES			678,777
ENERGY - 12.6%
Energy Equipment & Services - 0.7%
Ensco PLC Class A	563,900		32,836
Oil, Gas & Consumable Fuels - 11.9%
ARC Resources Ltd. (d)	236,900		5,934
Atlas Pipeline Partners, LP	305,800		10,088
Bonavista Energy Corp. (d)	359,200		5,959
Chevron Corp.	1,560,570		164,937
ConocoPhillips	1,032,000		58,762
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
ENI SpA sponsored ADR (d)	392,200		$ 18,602
Enterprise Products Partners LP	111,700		5,789
EQT Corp.	381,700		22,925
EV Energy Partners LP	199,438		12,106
Exxon Mobil Corp.	1,230,356		108,444
Legacy Reserves LP	214,300		5,272
Marathon Oil Corp.	585,268		18,056
Marathon Petroleum Corp.	414,790		24,697
Markwest Energy Partners LP	107,100		5,535
Murphy Oil Corp.	326,100		18,503
Northern Tier Energy LP Class A	203,100		4,732
PetroBakken Energy Ltd. Class A (d)	395,200		4,269
Royal Dutch Shell PLC Class A sponsored ADR	1,108,000		74,203
Southcross Energy Partners LP	83,400		1,958
Suncor Energy, Inc.	316,900		10,355
The Williams Companies, Inc.	640,200		21,024
Valero Energy Corp.	192,200		6,200
			608,350
TOTAL ENERGY			641,186
FINANCIALS - 16.9%
Capital Markets - 1.0%
BlackRock, Inc. Class A	138,900		27,369
State Street Corp.	315,400		14,016
The Blackstone Group LP	714,200		10,492
			51,877
Commercial Banks - 5.4%
Comerica, Inc.	346,600		10,256
Commerce Bancshares, Inc.	197,505		7,067
FirstMerit Corp.	467,700		6,585
Huntington Bancshares, Inc.	1,836,700		11,296
M&T Bank Corp.	284,709		27,825
U.S. Bancorp	1,228,700		39,638
UMB Financial Corp.	121,700		5,158
Wells Fargo & Co.	5,114,608		168,833
			276,658
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 2.1%
JPMorgan Chase & Co.	2,447,408		$ 100,540
NYSE Euronext	214,300		5,004
			105,544
Insurance - 3.6%
ACE Ltd.	274,400		21,741
AFLAC, Inc.	321,700		17,047
Allied World Assurance Co. Holdings Ltd.	214,900		17,443
Axis Capital Holdings Ltd.	693,600		24,949
Direct Line Insurance Grup PLC	619,500		2,012
MetLife, Inc.	2,042,017		67,775
Prudential Financial, Inc.	564,600		29,427
			180,394
Real Estate Investment Trusts - 4.8%
Boston Properties, Inc.	134,900		13,845
Camden Property Trust (SBI)	403,573		26,515
CBL & Associates Properties, Inc.	1,332,000		29,983
Douglas Emmett, Inc.	751,400		17,064
Equity One, Inc.	799,600		16,528
Glimcher Realty Trust	9,000		96
Home Properties, Inc.	419,800		24,722
Kimco Realty Corp.	618,400		11,910
Lexington Corporate Properties Trust	1,318,900		12,648
Prologis, Inc.	577,113		19,587
Simon Property Group, Inc.	184,200		28,022
Ventas, Inc.	530,913		33,793
Weyerhaeuser Co.	423,839		11,681
			246,394
TOTAL FINANCIALS			860,867
HEALTH CARE - 12.5%
Biotechnology - 0.8%
Amgen, Inc.	480,300		42,651
Health Care Equipment & Supplies - 0.3%
Baxter International, Inc.	202,900		13,446
Health Care Providers & Services - 0.9%
Cardinal Health, Inc.	263,100		10,642
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Quest Diagnostics, Inc.	291,600		$ 16,849
UnitedHealth Group, Inc.	378,400		20,581
			48,072
Pharmaceuticals - 10.5%
Eli Lilly & Co.	1,015,852		49,817
GlaxoSmithKline PLC	1,743,023		37,329
Johnson & Johnson	1,614,166		112,556
Merck & Co., Inc.	2,921,528		129,424
Pfizer, Inc.	5,964,935		149,243
Roche Holding AG (participation certificate)	131,178		25,819
Sanofi SA	320,927		28,664
			532,852
TOTAL HEALTH CARE			637,021
INDUSTRIALS - 8.7%
Aerospace & Defense - 1.7%
Honeywell International, Inc.	577,800		35,436
Rockwell Collins, Inc.	193,800		11,081
United Technologies Corp.	520,230		41,676
			88,193
Air Freight & Logistics - 0.6%
United Parcel Service, Inc. Class B	384,800		28,133
Commercial Services & Supplies - 0.9%
Corrections Corp. of America	378,800		12,841
Covanta Holding Corp.	353,500		6,674
Republic Services, Inc.	468,311		13,333
Waste Management, Inc.	303,100		9,872
			42,720
Industrial Conglomerates - 4.5%
3M Co.	342,000		31,105
General Electric Co.	9,362,997		197,838
			228,943
Machinery - 0.5%
Cummins, Inc.	104,700		10,277
Illinois Tool Works, Inc.	192,000		11,821
Stanley Black & Decker, Inc.	63,300		4,552
			26,650
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Road & Rail - 0.5%
Norfolk Southern Corp.	449,700		$ 27,153
TOTAL INDUSTRIALS			441,792
INFORMATION TECHNOLOGY - 9.7%
Communications Equipment - 2.2%
Cisco Systems, Inc.	3,333,400		63,035
Motorola Solutions, Inc.	434,200		23,642
QUALCOMM, Inc.	395,700		25,174
			111,851
Computers & Peripherals - 1.0%
Apple, Inc.	76,200		44,598
Dell, Inc.	1,039,500		10,021
			54,619
Electronic Equipment & Components - 0.0%
TE Connectivity Ltd.	16		1
IT Services - 3.2%
Accenture PLC Class A	746,000		50,668
Fidelity National Information Services, Inc.	433,900		15,664
IBM Corp.	395,900		75,249
Paychex, Inc.	635,700		20,686
			162,267
Semiconductors & Semiconductor Equipment - 2.0%
Analog Devices, Inc.	1,095,600		44,481
Linear Technology Corp.	765,200		25,397
Maxim Integrated Products, Inc.	522,900		15,263
Texas Instruments, Inc.	594,600		17,523
			102,664
Software - 1.3%
Activision Blizzard, Inc.	881,300		10,082
Microsoft Corp.	1,601,726		42,638
Symantec Corp. (a)	648,000		12,156
			64,876
TOTAL INFORMATION TECHNOLOGY			496,278
MATERIALS - 2.6%
Chemicals - 1.7%
E.I. du Pont de Nemours & Co.	523,200		22,571
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Chemicals - continued
Eastman Chemical Co.	266,500		$ 16,217
LyondellBasell Industries NV Class A	592,200		29,450
The Dow Chemical Co.	625,832		18,894
			87,132
Metals & Mining - 0.3%
Freeport-McMoRan Copper & Gold, Inc.	385,000		15,019
Paper & Forest Products - 0.6%
International Paper Co.	883,000		32,795
TOTAL MATERIALS			134,946
TELECOMMUNICATION SERVICES - 3.9%
Diversified Telecommunication Services - 3.0%
CenturyLink, Inc.	838,200		32,556
Verizon Communications, Inc.	2,731,100		120,496
			153,052
Wireless Telecommunication Services - 0.9%
Vodafone Group PLC sponsored ADR	1,866,800		48,163
TOTAL TELECOMMUNICATION SERVICES			201,215
UTILITIES - 6.3%
Electric Utilities - 4.8%
American Electric Power Co., Inc.	722,277		30,805
Edison International	909,657		41,371
FirstEnergy Corp.	492,230		20,900
NextEra Energy, Inc.	857,172		58,896
Northeast Utilities	1,042,400		40,383
Pinnacle West Capital Corp.	260,700		13,416
PPL Corp.	1,305,309		38,311
			244,082
Multi-Utilities - 1.5%
PG&E Corp.	883,200		36,167
Sempra Energy	588,400		40,258
			76,425
TOTAL UTILITIES			320,507
TOTAL COMMON STOCKS (Cost $4,612,794)		5,028,920
Money Market Funds - 1.5%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.19% (b)	56,088,663		$ 56,089
Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)	23,618,410		23,618
TOTAL MONEY MARKET FUNDS (Cost $79,707)		79,707
TOTAL INVESTMENT PORTFOLIO - 100.1% (Cost $4,692,501)			5,108,627
NET OTHER ASSETS (LIABILITIES) - (0.1)%			(7,037 )
NET ASSETS - 100%		$ 5,101,590

Legend

(a) Non-income producing

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

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 80
Fidelity Securities Lending Cash Central Fund	594
Total	$ 674

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 616,331	$ 616,331	$ -	$ -
Consumer Staples	678,777	660,363	18,414	-
Energy	641,186	641,186	-	-
Financials	860,867	860,867	-	-
Health Care	637,021	571,028	65,993	-
Industrials	441,792	441,792	-	-
Information Technology	496,278	496,278	-	-
Materials	134,946	134,946	-	-
Telecommunication Services	201,215	201,215	-	-
Utilities	320,507	320,507	-	-
Money Market Funds	79,707	79,707	-	-
Total Investments in Securities:	$ 5,108,627	$ 5,024,220	$ 84,407	$ -

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America	88.5%
United Kingdom	5.6%
Switzerland	1.3%
Ireland	1.0%
Others (Individually Less Than 1%)	3.6%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	November 30, 2012

Assets
Investment in securities, at value (including securities loaned of $22,618) - See accompanying schedule: Unaffiliated issuers (cost $4,612,794)	$ 5,028,920
Fidelity Central Funds (cost $79,707)	79,707
Total Investments (cost $4,692,501)		$ 5,108,627
Receivable for investments sold		23,599
Receivable for fund shares sold		2,418
Dividends receivable		23,128
Distributions receivable from Fidelity Central Funds		154
Prepaid expenses		16
Other receivables		343
Total assets		5,158,285

Liabilities
Payable for investments purchased	$ 24,992
Payable for fund shares redeemed	4,993
Accrued management fee	1,913
Other affiliated payables	793
Other payables and accrued expenses	386
Collateral on securities loaned, at value	23,618
Total liabilities		56,695

Net Assets		$ 5,101,590
Net Assets consist of:
Paid in capital		$ 5,838,481
Undistributed net investment income		24,354
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(1,177,402)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		416,157
Net Assets		$ 5,101,590

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	November 30, 2012

Fidelity Equity Dividend Income : Net Asset Value , offering price and redemption price per share ($4,537,889 ÷ 232,280 shares)		$ 19.54

Class K : Net Asset Value , offering price and redemption price per share ($563,701 ÷ 28,856 shares)		$ 19.53

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended November 30, 2012

Investment Income
Dividends		$ 149,960
Income from Fidelity Central Funds		674
Total income		150,634

Expenses
Management fee	$ 22,103
Transfer agent fees	8,223
Accounting and security lending fees	1,078
Custodian fees and expenses	96
Independent trustees' compensation	33
Appreciation in deferred trustee compensation account	1
Registration fees	113
Audit	74
Legal	22
Interest	2
Miscellaneous	48
Total expenses before reductions	31,793
Expense reductions	(286 )	31,507
Net investment income (loss)		119,127
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	291,138
Foreign currency transactions	(229 )
Total net realized gain (loss)		290,909
Change in net unrealized appreciation (depreciation) on: Investment securities	355,701
Assets and liabilities in foreign currencies	10
Total change in net unrealized appreciation (depreciation)		355,711
Net gain (loss)		646,620
Net increase (decrease) in net assets resulting from operations		$ 765,747

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended November 30, 2012	Year ended November 30, 2011
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 119,127	$ 93,398
Net realized gain (loss)	290,909	476,531
Change in net unrealized appreciation (depreciation)	355,711	(362,330 )
Net increase (decrease) in net assets resulting from operations	765,747	207,599
Distributions to shareholders from net investment income	(112,043 )	(92,232 )
Share transactions - net increase (decrease)	(94,096 )	(718,611 )
Total increase (decrease) in net assets	559,608	(603,244)

Net Assets
Beginning of period	4,541,982	5,145,226
End of period (including undistributed net investment income of $24,354 and undistributed net investment income of $20,488, respectively)	$ 5,101,590	$ 4,541,982

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

Annual Report

Financial Highlights - Fidelity Equity Dividend Income

Years ended November 30,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 17.03	$ 16.81	$ 16.16	$ 13.32	$ 24.29
Income from Investment Operations
Net investment income (loss) ^B	.46	.33	.26	.27	.33
Net realized and unrealized gain (loss)	2.48	.21	.63	2.86	(9.72 )
Total from investment operations	2.94	.54	.89	3.13	(9.39 )
Distributions from net investment income	(.43)	(.32)	(.24)	(.29)	(.36)
Distributions from net realized gain	-	-	-	-	(1.22 )
Total distributions	(.43 )	(.32 )	(.24 )	(.29 )	(1.58 )
Net asset value, end of period	$ 19.54	$ 17.03	$ 16.81	$ 16.16	$ 13.32
Total Return ^A	17.42%	3.17%	5.57%	24.07%	(41.13)%
Ratios to Average Net Assets ^C,E
Expenses before reductions	.67%	.68%	.69%	.75%	.67%
Expenses net of fee waivers, if any	.67%	.68%	.69%	.75%	.67%
Expenses net of all reductions	.66%	.67%	.69%	.74%	.67%
Net investment income (loss)	2.45%	1.83%	1.57%	1.98%	1.70%
Supplemental Data
Net assets, end of period (in millions)	$ 4,538	$ 4,198	$ 4,777	$ 5,288	$ 5,212
Portfolio turnover rate ^D	78%	82%	30%	75%	76%

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

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

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

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

Annual Report

Financial Highlights - Class K

Years ended November 30,	2012	2011	2010	2009	2008 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 17.03	$ 16.82	$ 16.16	$ 13.32	$ 21.42
Income from Investment Operations
Net investment income (loss) ^D	.48	.35	.28	.29	.17
Net realized and unrealized gain (loss)	2.48	.21	.65	2.87	(8.08 )
Total from investment operations	2.96	.56	.93	3.16	(7.91 )
Distributions from net investment income	(.46 )	(.35 )	(.27 )	(.32 )	(.19 )
Net asset value, end of period	$ 19.53	$ 17.03	$ 16.82	$ 16.16	$ 13.32
Total Return ^B,C	17.53%	3.26%	5.80%	24.30%	(37.13)%
Ratios to Average Net Assets ^E,H
Expenses before reductions	.54%	.54%	.54%	.56%	.54% ^A
Expenses net of fee waivers, if any	.54%	.54%	.54%	.56%	.54% ^A
Expenses net of all reductions	.53%	.53%	.54%	.56%	.54% ^A
Net investment income (loss)	2.58%	1.96%	1.72%	2.17%	2.11% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 564	$ 344	$ 368	$ 208	$ 154
Portfolio turnover rate ^F	78%	82%	30%	75%	76%

^A Annualized

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

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

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

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

^G For the period May 9, 2008 (commencement of sale of shares) to November 30, 2008.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2012

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

3. Significant Accounting Policies.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 520,077
Gross unrealized depreciation	(109,758 )
Net unrealized appreciation (depreciation) on securities and other investments	$ 410,319

Tax Cost	$ 4,698,308

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Undistributed ordinary income	$ 24,673
Capital loss carryforward	$ (1,171,596 )
Net unrealized appreciation (depreciation)	$ 410,351

Fiscal year of expiration
2016	$ (161,900)
2017	(1,009,696 )
Total capital loss carryforward	$ (1,171,596 )

The tax character of distributions paid was as follows:

	November 30, 2012	November 30, 2011
Ordinary Income	$ 112,043	$ 92,232

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $3,726,664 and $3,768,061, respectively.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Fidelity Equity Dividend Income. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Fidelity Equity Dividend Income	$ 7,991	.18
Class K	232	.05
	$ 8,223

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 8,176	.39%	$ 2

Annual Report

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $13 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

8. Bank Borrowings.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

9. Expense Reductions.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,	2012	2011
From net investment income
Fidelity Equity Dividend Income	$ 100,863	$ 85,256
Class K	11,180	6,976
Total	$ 112,043	$ 92,232

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended November 30,	2012	2011	2012	2011
Fidelity Equity Dividend Income
Shares sold	33,359	12,006	$ 629,122	$ 216,001
Reinvestment of distributions	5,140	4,548	95,357	80,768
Shares redeemed	(52,766 )	(54,092 )	(981,368 )	(982,318 )
Net increase (decrease)	(14,267 )	(37,538 )	$ (256,889 )	$ (685,549 )
Class K
Shares sold	13,352	4,934	$ 250,702	$ 87,259
Reinvestment of distributions	598	394	11,180	6,976
Shares redeemed	(5,288 )	(7,042 )	(99,089 )	(127,297 )
Net increase (decrease)	8,662	(1,714 )	$ 162,793	$ (33,062 )

12. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Financial Trust and the Shareholders of Fidelity Equity Dividend Income Fund (formerly Fidelity Equity-Income II Fund):

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Equity Dividend Income Fund (formerly Fidelity Equity-Income II Fund) (a fund of Fidelity Financial Trust) at November 30, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Equity Dividend Income Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 14, 2013

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

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

Interested Trustees *:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience ⁺
James C. Curvey (77)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (55)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Annual Report

Independent Trustees :

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience ⁺
Dennis J. Dirks (64)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (59)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (68)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (68)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (62)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (68)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (73)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).
David M. Thomas (63)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (62)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Members and Executive Officers :

Name, Age; Principal Occupation
Peter S. Lynch (68)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
David A. Rosow (70)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.
Garnett A. Smith (65)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).
Kenneth B. Robins (43)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (47)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (48)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (44)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (43)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (44)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (54)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (44)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.
Joseph F. Zambello (55)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice Presidentof FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (45)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephen Sadoski (41)
	Year of Election or Appointment: 2012 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).
Stephanie J. Dorsey (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Assistant Treasurer (2012-present) and Deputy Treasurer (2008-present) of other Fidelity funds and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (54)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (54)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

Total of 0.02% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

Class K designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends received deduction for corporate shareholders.

Class K designates 100% of the dividends distributed during the fiscal year as amounts which may betaken into account as a dividend for the purposes of the maximum rate under section l(h)(ll)of the Internal Revenue Code.

The fund will notify shareholders in January 20l3 of amounts for use in preparing 20l2 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Equity Dividend Income Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance . The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, as available, the cumulative total returns of Class K and the retail class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity Equity Dividend Income Fund

EKK56658

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Management Fee . The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 14% means that 86% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Fidelity Equity Dividend Income Fund

EKK56660

Annual Report

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2011.

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

Total Expense Ratio . In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below its competitive median for 2011.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

EII-K-UANN-0113
1.863190.104

Fidelity ®

Convertible Securities

Fund

Annual Report

November 30, 2012

(Fidelity Cover Art)

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
Distributions	(Click Here)
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended November 30, 2012	Past 1 year	Past 5 years	Past 10 years
Fidelity® Convertible Securities Fund	13.20%	1.79%	7.87%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Convertible Securities Fund on November 30, 2002. The chart shows how the value of your investment would have changed, and also shows how The BofA Merrill Lynch ^SM All US Convertibles Index performed over the same period.

CVS70123

Annual Report

Management's Discussion of Fund Performance

Market Recap: Convertible securities gained 12.82% for the year ending November 30, 2012, as measured by The BofA Merrill Lynch ^SM All US Convertibles Index. In comparison, U.S. stocks and investment-grade bonds rose 16.13% and 5.51%, according to the S&P 500® Index and the Barclays® U.S. Aggregate Bond Index, respectively. Convertibles racked up a solid advance during the first four months of the period, with especially strong returns in January and February as risk aversion in the market abated. However, stubbornly high unemployment in the U.S., renewed concern about the debt of peripheral eurozone countries, and political developments in Greece and France led to declines in April and May. Convertibles regained their upward momentum in June, as Greece elected a pro-euro, pro-bailout government and the Federal Reserve announced additional measures to support the U.S. economy. The rally extended through the summer, bolstered by European Central Bank (ECB) President Mario Draghi's late-July announcement that the ECB would do "whatever it takes" to protect the eurozone from collapsing. Also, in August, there was anticipation of further monetary response in the U.S. and abroad, which was announced in September by the Fed and the ECB, respectively. Lackluster corporate earnings and lowered near-term expectations for U.S. economic growth grounded convertibles in October, but the sector resumed its climb in November.

Comments from Thomas Soviero, Portfolio Manager of Fidelity ® Convertible Securities Fund: For the year, the fund's Retail Class shares returned 13.20%, edging the BofA index. Stock selection in energy was beneficial, although the positive impact was somewhat offset by overweighting this underperforming group. Positioning in financials also helped, as did my picks in health care. Top individual contributors included Western Refining, an out-of-benchmark position in hospital operator Tenet Healthcare, General Motors, Wells Fargo and US Airways. On the down side, the fund was hurt by underweighting health care and by security selection in information technology and telecommunication services. Among the detractors were not owning biotechnology and index component Gilead Sciences and investments in coal company Peabody Energy, Greek shipping company Excel Maritime Carriers - not part of the benchmark - ON Semiconductor and voice-recognition software provider Nuance Communications.

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2012 to November 30, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value June 1, 2012	Ending Account Value November 30, 2012	Expenses Paid During Period * June 1, 2012 to November 30, 2012
Class A	.93%
Actual		$ 1,000.00	$ 1,077.70	$ 4.83
Hypothetical ^A		$ 1,000.00	$ 1,020.35	$ 4.70
Class T	1.28%
Actual		$ 1,000.00	$ 1,076.10	$ 6.64
Hypothetical ^A		$ 1,000.00	$ 1,018.60	$ 6.46
Class B	1.79%
Actual		$ 1,000.00	$ 1,073.40	$ 9.28
Hypothetical ^A		$ 1,000.00	$ 1,016.05	$ 9.02
Class C	1.73%
Actual		$ 1,000.00	$ 1,073.50	$ 8.97
Hypothetical ^A		$ 1,000.00	$ 1,016.35	$ 8.72
Convertible Securities	.66%
Actual		$ 1,000.00	$ 1,079.10	$ 3.43
Hypothetical ^A		$ 1,000.00	$ 1,021.70	$ 3.34
Institutional Class	.71%
Actual		$ 1,000.00	$ 1,079.00	$ 3.69
Hypothetical ^A		$ 1,000.00	$ 1,021.45	$ 3.59

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Investments as of November 30, 2012
(excluding cash equivalents)	% of fund's net assets	% of fund's net assets 6 months ago
General Motors Co. 4.75%	7.7	7.1
Wells Fargo & Co. 7.50%	7.5	7.1
Ford Motor Co. 4.25% 11/15/16	5.4	5.0
MGM Mirage, Inc. 4.25% 4/15/15	4.7	5.4
Alpha Natural Resources, Inc. 2.375% 4/15/15	4.6	3.7
Western Refining, Inc. 5.75% 6/15/14	3.6	3.5
Citigroup, Inc. 7.50%	3.1	2.5
Bank of America Corp. Series L, 7.25%	2.9	2.3
Peabody Energy Corp. 4.75% 12/15/66	2.6	2.4
Continental Airlines, Inc. 4.5% 1/15/15	2.2	0.7
	44.3
Top Five Market Sectors as of November 30, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	21.5	20.7
Information Technology	19.0	20.0
Financials	15.7	15.6
Energy	13.3	12.5
Industrials	11.9	12.8

Asset Allocation (% of fund's net assets)
As of November 30, 2012 *			As of May 31, 2012 **
	Convertible Securities 88.9%			Convertible Securities 91.5%
	Stocks 5.3%			Stocks 3.0%
	Nonconvertible Bonds 0.6%			Nonconvertible Bonds 1.0%
	Short-Term Investments and Net Other Assets (Liabilities) 4.6%			Short-Term Investments and Net Other Assets (Liabilities) 4.0%
	Floating Rate Loans 0.6%			Floating Rate Loans 0.5%
* Foreign investments		2.1%	** Foreign investments		3.2%

CVS70140

Annual Report

Investments November 30, 2012

Showing Percentage of Net Assets

Corporate Bonds - 65.5%
	Principal Amount (000s)		Value (000s)
Convertible Bonds - 64.9%
CONSUMER DISCRETIONARY - 12.6%
Automobiles - 5.4%
Ford Motor Co. 4.25% 11/15/16	$ 66,000		$ 97,126
Diversified Consumer Services - 0.6%
Stewart Enterprises, Inc. 3.375% 7/15/16 (d)	11,000		11,186
Hotels, Restaurants & Leisure - 4.7%
MGM Mirage, Inc. 4.25% 4/15/15	82,300		84,203
Household Durables - 0.3%
K. Hovnanian Enterprises, Inc. 6% 12/1/17	5,000		5,714
Media - 1.6%
Virgin Media, Inc. 6.5% 11/15/16	8,000		15,920
XM Satellite Radio, Inc. 7% 12/1/14 (d)	7,500		12,333
			28,253
TOTAL CONSUMER DISCRETIONARY			226,482
CONSUMER STAPLES - 2.2%
Beverages - 0.8%
Molson Coors Brewing Co. 2.5% 7/30/13	14,000		14,218
Food Products - 1.4%
Smithfield Foods, Inc. 4% 6/30/13	22,250		24,350
TOTAL CONSUMER STAPLES			38,568
ENERGY - 13.3%
Oil, Gas & Consumable Fuels - 13.3%
Alpha Natural Resources, Inc. 2.375% 4/15/15	92,000		82,340
Chesapeake Energy Corp. 2.5% 5/15/37	10,000		8,998
Peabody Energy Corp. 4.75% 12/15/66	52,250		47,515
Pioneer Natural Resources Co. 2.875% 1/15/38	20,000		35,813
Western Refining, Inc. 5.75% 6/15/14	22,185		63,685
			238,351
FINANCIALS - 0.7%
Insurance - 0.7%
Fidelity National Financial, Inc. 4.25% 8/15/18	10,000		12,819
HEALTH CARE - 3.8%
Health Care Equipment & Supplies - 1.6%
Alere, Inc. 3% 5/15/16	31,000		29,063
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
HEALTH CARE - continued
Health Care Providers & Services - 1.4%
Omnicare, Inc.:
3.25% 12/15/35	$ 2,086		$ 2,079
3.75% 12/15/25	3,610		5,347
3.75% 4/1/42	10,000		10,138
WellPoint, Inc. 2.75% 10/15/42 (d)	6,830		7,069
			24,633
Pharmaceuticals - 0.8%
Akorn, Inc. 3.5% 6/1/16	5,000		8,432
Isis Pharmaceuticals, Inc. 2.75% 10/1/19 (d)	6,000		5,685
			14,117
TOTAL HEALTH CARE			67,813
INDUSTRIALS - 10.3%
Aerospace & Defense - 0.6%
Textron, Inc. 4.5% 5/1/13	6,440		11,574
Airlines - 3.8%
Continental Airlines, Inc. 4.5% 1/15/15	30,280		40,348
UAL Corp.:
4.5% 6/30/21 (d)	10,500		9,962
4.5% 6/30/21	5,000		4,744
6% 10/15/29	3,600		8,654
US Airways Group, Inc. 7% 9/30/20 (d)	4,810		4,272
			67,980
Commercial Services & Supplies - 0.9%
Metalico, Inc. 7% 4/30/28	18,000		16,020
Electrical Equipment - 0.9%
General Cable Corp. 4.5% 11/15/29 (c)	14,800		15,562
Machinery - 2.7%
Greenbrier Companies, Inc.:
2.375% 5/15/26 (d)	5,500		5,425
2.375% 5/15/26	8,000		7,890
3.5% 4/1/18	2,860		2,724
Terex Corp. 4% 6/1/15	9,590		15,721
Trinity Industries, Inc. 3.875% 6/1/36	15,000		16,144
			47,904
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
INDUSTRIALS - continued
Marine - 0.3%
Excel Maritime Carriers Ltd. 1.875% 10/15/27 (d)	$ 32,000		$ 5,280
Road & Rail - 1.1%
Hertz Global Holdings, Inc. 5.25% 6/1/14	10,000		19,619
TOTAL INDUSTRIALS			183,939
INFORMATION TECHNOLOGY - 17.6%
Computers & Peripherals - 3.6%
EMC Corp.:
1.75% 12/1/13 (d)	17,000		26,688
1.75% 12/1/13	10,000		15,699
NetApp, Inc. 1.75% 6/1/13	19,800		21,721
			64,108
Electronic Equipment & Components - 1.3%
SYNNEX Corp. 4% 5/15/18	10,000		11,550
Vishay Intertechnology, Inc.:
2.25% 11/15/40 (d)	7,000		6,003
2.25% 5/15/41 (d)	7,000		5,237
			22,790
Internet Software & Services - 0.7%
VeriSign, Inc. 3.25% 8/15/37	10,000		11,606
Semiconductors & Semiconductor Equipment - 8.0%
Micron Technology, Inc.:
1.5% 8/1/31	10,000		8,813
1.875% 8/1/31	30,000		26,231
3.125% 5/1/32 (d)	23,000		21,448
Novellus Systems, Inc. 2.625% 5/15/41	20,000		24,438
ON Semiconductor Corp.:
1.875% 12/15/25 (d)	3,750		3,755
1.875% 12/15/25	10,000		10,000
2.625% 12/15/26	5,818		5,905
2.625% 12/15/26	29,512		30,988
Xilinx, Inc. 3.125% 3/15/37	10,000		12,288
			143,866
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
INFORMATION TECHNOLOGY - continued
Software - 4.0%
Nuance Communications, Inc.:
2.75% 8/15/27	$ 28,085		$ 37,283
2.75% 11/1/31	32,000		35,080
			72,363
TOTAL INFORMATION TECHNOLOGY			314,733
MATERIALS - 1.2%
Metals & Mining - 1.2%
Alcoa, Inc. 5.25% 3/15/14	5,000		7,094
Horsehead Holding Corp. 3.8% 7/1/17	5,000		4,666
Newmont Mining Corp. 1.625% 7/15/17	8,000		10,440
			22,200
TELECOMMUNICATION SERVICES - 3.2%
Diversified Telecommunication Services - 2.0%
Level 3 Communications, Inc.:
6.5% 10/1/16	19,820		25,209
7% 3/15/15	10,000		11,238
			36,447
Wireless Telecommunication Services - 1.2%
Leap Wireless International, Inc. 4.5% 7/15/14	23,000		21,793
TOTAL TELECOMMUNICATION SERVICES			58,240
TOTAL CONVERTIBLE BONDS			1,163,145
Nonconvertible Bonds - 0.6%
CONSUMER DISCRETIONARY - 0.3%
Household Durables - 0.3%
K. Hovnanian Enterprises, Inc.:
7.5% 5/15/16	1,000		965
8.625% 1/15/17	4,000		3,900
			4,865
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
MATERIALS - 0.3%
Chemicals - 0.3%
OMNOVA Solutions, Inc. 7.875% 11/1/18	$ 5,960		$ 6,109
TOTAL NONCONVERTIBLE BONDS			10,974
TOTAL CORPORATE BONDS (Cost $1,141,861)		1,174,119

Common Stocks - 5.3%
	Shares
CONSUMER DISCRETIONARY - 0.1%
Auto Components - 0.1%
BorgWarner, Inc. (a)	27,728		1,838
Media - 0.0%
HMH Holdings, Inc.:
warrants 3/9/17 (a)(f)	164,823		0*
warrants 6/22/19 (a)(f)	686		5
			5
TOTAL CONSUMER DISCRETIONARY			1,843
FINANCIALS - 1.3%
Commercial Banks - 0.5%
Huntington Bancshares, Inc.	1,620,500		9,966
Insurance - 0.8%
MetLife, Inc.	141,160		4,685
MetLife, Inc. unit	200,000		8,890
			13,575
TOTAL FINANCIALS			23,541
HEALTH CARE - 2.0%
Health Care Providers & Services - 2.0%
Tenet Healthcare Corp. (a)	1,271,302		36,817
INDUSTRIALS - 0.5%
Machinery - 0.5%
Ingersoll-Rand PLC	173,739		8,475
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - 1.4%
Electronic Equipment & Components - 0.4%
Viasystems Group, Inc. (a)	549,643		$ 6,447
Semiconductors & Semiconductor Equipment - 1.0%
Micron Technology, Inc. (a)	1,205,802		7,211
ON Semiconductor Corp. (a)	1,716,800		11,382
			18,593
TOTAL INFORMATION TECHNOLOGY			25,040
TOTAL COMMON STOCKS (Cost $90,265)		95,716
Convertible Preferred Stocks - 24.0%

CONSUMER DISCRETIONARY - 8.5%
Automobiles - 7.7%
General Motors Co. 4.75%	3,385,300		136,997
Household Durables - 0.2%
Hovnanian Enterprises, Inc./K. Hovanian Enterprises, Inc. 7.25%	125,000		3,321
Media - 0.6%
Interpublic Group of Companies, Inc. 5.25%	10,000		10,713
LodgeNet Entertainment Corp. 10.00% (d)	11,118		452
			11,165
TOTAL CONSUMER DISCRETIONARY			151,483
CONSUMER STAPLES - 1.3%
Food Products - 1.3%
Bunge Ltd. 4.875%	237,000		24,079
ENERGY - 0.0%
Oil, Gas & Consumable Fuels - 0.0%
ATP Oil & Gas Corp. Series B, 8.00%	45,000		36
FINANCIALS - 13.7%
Commercial Banks - 7.7%
Huntington Bancshares, Inc. 8.50%	2,100		2,604
Wells Fargo & Co. 7.50%	108,432		134,022
			136,626
Convertible Preferred Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 6.0%
Bank of America Corp. Series L, 7.25%	47,085		$ 52,406
Citigroup, Inc. 7.50%	553,300		55,524
			107,930
TOTAL FINANCIALS			244,556
INDUSTRIALS - 0.5%
Aerospace & Defense - 0.1%
United Technologies Corp. 7.50%	45,700		2,501
Road & Rail - 0.4%
Genesee & Wyoming, Inc. 5.00%	62,000		6,827
TOTAL INDUSTRIALS			9,328
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $447,121)		429,482

Floating Rate Loans - 0.6%
	Principal Amount (000s)
INDUSTRIALS - 0.6%
Airlines - 0.6%
US Airways Group, Inc. term loan 2.709% 3/23/14 (e) (Cost $9,859)	$ 10,692	10,505

Money Market Funds - 4.0%
	Shares
Fidelity Cash Central Fund, 0.19% (b) (Cost $70,989)	70,988,901		70,989
TOTAL INVESTMENT PORTFOLIO - 99.4% (Cost $1,760,095)			1,780,811
NET OTHER ASSETS (LIABILITIES) - 0.6%			9,988
NET ASSETS - 100%		$ 1,790,799

Legend

(a) Non-income producing

(c) Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(d) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $124,795,000 or 7.0% of net assets.

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

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $5,000 or 0.0% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
HMH Holdings, Inc. warrants 3/9/17	3/9/10	$ 48
HMH Holdings, Inc. warrants 6/22/19	6/22/12	$ 1

* Amount represents less than $1,000.

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 124

Other Affiliated Issuers

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

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Ambassadors International, Inc.	$ 8	$ -	$ 1	$ -	$ -

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 153,326	$ 138,835	$ 14,486	$ 5
Consumer Staples	24,079	-	24,079	-
Energy	36	36	-	-
Financials	268,097	259,207	8,890	-
Health Care	36,817	36,817	-	-
Industrials	17,803	17,803	-	-
Information Technology	25,040	25,040	-	-
Corporate Bonds	1,174,119	-	1,174,119	-
Floating Rate Loans	10,505	-	10,505	-
Money Market Funds	70,989	70,989	-	-
Total Investments in Securities:	$ 1,780,811	$ 548,727	$ 1,232,079	$ 5

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

AAA,AA,A	2.8%
BBB	12.6%
BB	15.5%
B	20.5%
CCC,CC,C	6.8%
Not Rated	7.9%
Equities	29.3%
Short-Term Investments and Net Other Assets	4.6%
	100.0%

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

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	November 30, 2012

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $1,689,106)	$ 1,709,822
Fidelity Central Funds (cost $70,989)	70,989
Total Investments (cost $1,760,095)		$ 1,780,811
Cash		25
Receivable for fund shares sold		570
Dividends receivable		4,561
Interest receivable		8,929
Distributions receivable from Fidelity Central Funds		8
Prepaid expenses		5
Total assets		1,794,909

Liabilities
Payable for fund shares redeemed	$ 3,007
Accrued management fee	703
Transfer agent fee payable	269
Distribution and service plan fees payable	18
Other affiliated payables	47
Other payables and accrued expenses	66
Total liabilities		4,110

Net Assets		$ 1,790,799
Net Assets consist of:
Paid in capital		$ 1,821,190
Undistributed net investment income		22,265
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(73,372)
Net unrealized appreciation (depreciation) on investments		20,716
Net Assets		$ 1,790,799

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	November 30, 2012

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($25,567 ÷ 1,019.41 shares)		$ 25.08

Maximum offering price per share (100/94.25 of $25.08)		$ 26.61
Class T : Net Asset Value and redemption price per share ($4,368 ÷ 174.10 shares)		$ 25.09

Maximum offering price per share (100/96.50 of $25.09)		$ 26.00
Class B : Net Asset Value and offering price per share ($931 ÷ 37.18 shares) ^A		$ 25.04

Class C : Net Asset Value and offering price per share ($12,318 ÷ 493.37 shares) ^A		$ 24.97

Convertible Securities : Net Asset Value , offering price and redemption price per share ($1,733,320 ÷ 68,896.91 shares)		$ 25.16

Institutional Class : Net Asset Value , offering price and redemption price per share ($14,295 ÷ 568.85 shares)		$ 25.13

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended November 30, 2012

Investment Income
Dividends		$ 27,213
Interest		47,342
Income from Fidelity Central Funds		124
Total income		74,679

Expenses
Management fee Basic fee	$ 8,922
Performance adjustment	1,482
Transfer agent fees	3,524
Distribution and service plan fees	238
Accounting fees and expenses	593
Custodian fees and expenses	24
Independent trustees' compensation	13
Registration fees	134
Audit	77
Legal	19
Miscellaneous	23
Total expenses before reductions	15,049
Expense reductions	(14 )	15,035
Net investment income (loss)		59,644
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	94,280
Other affiliated issuers	(4,639)
Foreign currency transactions	63
Total net realized gain (loss)		89,704
Change in net unrealized appreciation (depreciation) on: Investment securities		88,621
Net gain (loss)		178,325
Net increase (decrease) in net assets resulting from operations		$ 237,969

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended November 30, 2012	Year ended November 30, 2011
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 59,644	$ 75,374
Net realized gain (loss)	89,704	137,050
Change in net unrealized appreciation (depreciation)	88,621	(266,196 )
Net increase (decrease) in net assets resulting from operations	237,969	(53,772 )
Distributions to shareholders from net investment income	(59,846 )	(76,767 )
Share transactions - net increase (decrease)	(365,491 )	(212,577 )
Total increase (decrease) in net assets	(187,368)	(343,116)

Net Assets
Beginning of period	1,978,167	2,321,283
End of period (including undistributed net investment income of $22,265 and undistributed net investment income of $23,529, respectively)	$ 1,790,799	$ 1,978,167

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

Annual Report

Financial Highlights - Class A

Years ended November 30,	2012	2011	2010	2009 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 22.85	$ 24.22	$ 21.25	$ 12.79
Income from Investment Operations
Net investment income (loss) ^E	.68	.72	.75	.58
Net realized and unrealized gain (loss)	2.22	(1.34 )	3.01	8.53
Total from investment operations	2.90	(.62 )	3.76	9.11
Distributions from net investment income	(.67 )	(.75 )	(.79 )	(.65 )
Net asset value, end of period	$ 25.08	$ 22.85	$ 24.22	$ 21.25
Total Return ^B,C,D	12.87%	(2.79)%	18.05%	72.83%
Ratios to Average Net Assets ^F,I
Expenses before reductions	1.04%	.88%	.87%	1.04% ^A
Expenses net of fee waivers, if any	1.04%	.88%	.87%	1.04% ^A
Expenses net of all reductions	1.04%	.88%	.87%	1.04% ^A
Net investment income (loss)	2.79%	2.84%	3.29%	3.70% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 26	$ 33	$ 19	$ 6
Portfolio turnover rate ^G	20%	24%	28%	31%

^A Annualized

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

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Class T

Years ended November 30,	2012	2011	2010	2009 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 22.87	$ 24.23	$ 21.25	$ 12.79
Income from Investment Operations
Net investment income (loss) ^E	.60	.65	.69	.57
Net realized and unrealized gain (loss)	2.22	(1.34 )	3.01	8.52
Total from investment operations	2.82	(.69 )	3.70	9.09
Distributions from net investment income	(.60 )	(.67 )	(.72 )	(.63 )
Net asset value, end of period	$ 25.09	$ 22.87	$ 24.23	$ 21.25
Total Return ^B,C,D	12.48%	(3.07)%	17.74%	72.60%
Ratios to Average Net Assets ^F,I
Expenses before reductions	1.36%	1.18%	1.13%	1.25% ^A
Expenses net of fee waivers, if any	1.36%	1.18%	1.13%	1.25% ^A
Expenses net of all reductions	1.36%	1.17%	1.13%	1.25% ^A
Net investment income (loss)	2.47%	2.55%	3.03%	3.83% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 4	$ 5	$ 4	$ 2
Portfolio turnover rate ^G	20%	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Class B

Years ended November 30,	2012	2011	2010	2009 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 22.82	$ 24.17	$ 21.22	$ 12.79
Income from Investment Operations
Net investment income (loss) ^E	.47	.51	.56	.50
Net realized and unrealized gain (loss)	2.22	(1.34 )	3.01	8.51
Total from investment operations	2.69	(.83 )	3.57	9.01
Distributions from net investment income	(.47 )	(.52 )	(.62 )	(.58 )
Net asset value, end of period	$ 25.04	$ 22.82	$ 24.17	$ 21.22
Total Return ^B,C,D	11.91%	(3.59)%	17.08%	71.85%
Ratios to Average Net Assets ^F,I
Expenses before reductions	1.88%	1.73%	1.69%	1.78% ^A
Expenses net of fee waivers, if any	1.88%	1.73%	1.69%	1.78% ^A
Expenses net of all reductions	1.88%	1.73%	1.69%	1.78% ^A
Net investment income (loss)	1.95%	2.00%	2.47%	3.41% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 1	$ 1	$ 1	$ 1
Portfolio turnover rate ^G	20%	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Class C

Years ended November 30,	2012	2011	2010	2009 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 22.75	$ 24.14	$ 21.20	$ 12.79
Income from Investment Operations
Net investment income (loss) ^E	.49	.51	.56	.47
Net realized and unrealized gain (loss)	2.22	(1.33 )	3.01	8.53
Total from investment operations	2.71	(.82 )	3.57	9.00
Distributions from net investment income	(.49 )	(.57 )	(.63 )	(.59 )
Net asset value, end of period	$ 24.97	$ 22.75	$ 24.14	$ 21.20
Total Return ^B,C,D	12.01%	(3.57)%	17.13%	71.81%
Ratios to Average Net Assets ^F,I
Expenses before reductions	1.82%	1.67%	1.66%	1.80% ^A
Expenses net of fee waivers, if any	1.82%	1.67%	1.66%	1.80% ^A
Expenses net of all reductions	1.82%	1.67%	1.66%	1.80% ^A
Net investment income (loss)	2.01%	2.06%	2.50%	3.17% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 12	$ 13	$ 5	$ 2
Portfolio turnover rate ^G	20%	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Convertible Securities

Years ended November 30,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 22.92	$ 24.29	$ 21.30	$ 13.55	$ 28.71
Income from Investment Operations
Net investment income (loss) ^B	.75	.79	.81	.96	.76
Net realized and unrealized gain (loss)	2.23	(1.35 )	3.02	7.78	(14.43 )
Total from investment operations	2.98	(.56 )	3.83	8.74	(13.67 )
Distributions from net investment income	(.74)	(.81)	(.84)	(.99)	(.64)
Distributions from net realized gain	-	-	-	-	(.85 )
Total distributions	(.74 )	(.81 )	(.84 )	(.99 )	(1.49 )
Net asset value, end of period	$ 25.16	$ 22.92	$ 24.29	$ 21.30	$ 13.55
Total Return ^A	13.20%	(2.54)%	18.37%	67.65%	(50.09)%
Ratios to Average Net Assets ^C,E
Expenses before reductions	.76%	.61%	.59%	.70%	.78%
Expenses net of fee waivers, if any	.76%	.61%	.59%	.69%	.78%
Expenses net of all reductions	.76%	.61%	.59%	.69%	.78%
Net investment income (loss)	3.07%	3.12%	3.57%	5.59%	3.06%
Supplemental Data
Net assets, end of period (in millions)	$ 1,733	$ 1,904	$ 2,287	$ 2,340	$ 1,439
Portfolio turnover rate ^D	20%	24%	28%	31%	39%

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

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

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended November 30,	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 22.90	$ 24.27	$ 21.29	$ 12.79
Income from Investment Operations
Net investment income (loss) ^D	.74	.77	.80	.63
Net realized and unrealized gain (loss)	2.22	(1.33 )	3.02	8.54
Total from investment operations	2.96	(.56 )	3.82	9.17
Distributions from net investment income	(.73 )	(.81 )	(.84 )	(.67 )
Net asset value, end of period	$ 25.13	$ 22.90	$ 24.27	$ 21.29
Total Return ^B,C	13.11%	(2.55)%	18.34%	73.31%
Ratios to Average Net Assets ^E,H
Expenses before reductions	.80%	.65%	.60%	.73% ^A
Expenses net of fee waivers, if any	.80%	.65%	.60%	.73% ^A
Expenses net of all reductions	.80%	.65%	.60%	.73% ^A
Net investment income (loss)	3.03%	3.07%	3.56%	4.19% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 14	$ 23	$ 6	$ 3
Portfolio turnover rate ^F	20%	24%	28%	31%

^A Annualized

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

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

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

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

^G For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2012

(Amounts in thousands except percentages)

1. Organization.

Fidelity Convertible Securities Fund (the Fund) is a fund of Fidelity Financial Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Convertible Securities and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Effective after the close of business on September 1, 2010, Class B shares were closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

3. Significant Accounting Policies.

Annual Report

3. Significant Accounting Policies - continued

Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

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

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

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

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

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

Annual Report

3. Significant Accounting Policies - continued

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, market discount, equity-debt classifications, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 196,887
Gross unrealized depreciation	(165,112 )
Net unrealized appreciation (depreciation) on securities and other investments	$ 31,775

Tax Cost	$ 1,749,036

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

Undistributed ordinary income	$ 11,134
Capital loss carryforward	$ (73,032 )
Net unrealized appreciation (depreciation)	$ 31,775

Fiscal year of expiration
2017	$ (73,032 )

The tax character of distributions paid was as follows:

	November 30, 2012	November 30, 2011
Ordinary Income	$ 59,846	$ 76,767

Annual Report

3. Significant Accounting Policies - continued

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

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $364,233 and $743,284, respectively.

5. Fees and Other Transactions with Affiliates.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

management fee is subject to a performance adjustment (up to a maximum of ± .15% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Convertible Securities as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .53% of the Fund's average net assets.

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

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 75	$ 2
Class T	.25%	.25%	24	-*
Class B	.75%	.25%	11	8
Class C	.75%	.25%	128	43
			$ 238	$ 53

* Amount represents sixty dollars

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

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

	Retained by FDC
Class A	$ 16
Class T	2
Class B *	4
Class C *	3
	$ 25

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

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Class A	$ 64	.21
Class T	13	.28
Class B	3	.30
Class C	31	.24
Convertible Securities	3,367	.18
Institutional Class	46	.22
	$ 3,524

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

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $14 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by two hundred twenty-four dollars.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,	2012	2011
From net investment income
Class A	$ 865	$ 964
Class T	117	145
Class B	22	26
Class C	260	253
Convertible Securities	57,928	74,771
Institutional Class	654	608
Total	$ 59,846	$ 76,767

9. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended November 30,	2012	2011	2012	2011
Class A
Shares sold	480	1,463	$ 11,783	$ 38,298
Reinvestment of distributions	27	28	640	713
Shares redeemed	(929 )	(828 )	(22,024 )	(20,357 )
Net increase (decrease)	(422 )	663	$ (9,601 )	$ 18,654
Class T
Shares sold	56	206	$ 1,360	$ 5,378
Reinvestment of distributions	4	6	107	140
Shares redeemed	(83 )	(160 )	(2,026 )	(3,916 )
Net increase (decrease)	(23 )	52	$ (559 )	$ 1,602
Class B
Shares sold	6	21	$ 170	$ 566
Reinvestment of distributions	1	1	16	18
Shares redeemed	(19 )	(21 )	(471 )	(527 )
Net increase (decrease)	(12 )	1	$ (285 )	$ 57
Class C
Shares sold	193	542	$ 4,749	$ 14,072
Reinvestment of distributions	8	8	188	187
Shares redeemed	(264 )	(204 )	(6,350 )	(4,875 )
Net increase (decrease)	(63 )	346	$ (1,413 )	$ 9,384
Convertible Securities
Shares sold	9,218	20,504	$ 227,133	$ 533,363
Reinvestment of distributions	2,124	2,642	51,180	66,219
Shares redeemed	(25,498 )	(34,235 )	(621,362 )	(862,374 )
Net increase (decrease)	(14,156 )	(11,089 )	$ (343,049 )	$ (262,792 )
Institutional Class
Shares sold	712	1,454	$ 17,355	$ 37,674
Reinvestment of distributions	17	16	397	391
Shares redeemed	(1,164 )	(719 )	(28,336 )	(17,547 )
Net increase (decrease)	(435 )	751	$ (10,584 )	$ 20,518

Annual Report

10. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Financial Trust and the Shareholders of Fidelity Convertible Securities Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Convertible Securities Fund (a fund of Fidelity Financial Trust) at November 30, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Convertible Securities Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 22, 2013

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

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

Interested Trustees *:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience ⁺
James C. Curvey (77)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (55)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Annual Report

Trustees and Officers - continued

Independent Trustees :

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience ⁺
Dennis J. Dirks (64)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (59)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (68)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (68)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (62)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (68)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (73)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).
David M. Thomas (63)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (62)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Members and Executive Officers :

Name, Age; Principal Occupation
Peter S. Lynch (68)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
David A. Rosow (70)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.
Garnett A. Smith (65)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).
Kenneth B. Robins (43)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (47)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (48)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (44)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (43)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (44)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (54)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (44)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.
Joseph F. Zambello (55)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice Presidentof the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (45)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephen Sadoski (41)
	Year of Election or Appointment: 2012 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).
Stephanie J. Dorsey (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Assistant Treasurer (2012-present) and Deputy Treasurer (2008-present) of other Fidelity funds and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (54)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (54)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

A total of 0.04% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund designates $31,603,957 of distributions paid during the period January 1, 2012 to November 30, 2012 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

The fund designates 2%, 1%, 1%, and 1% of the dividends distributed in December 2011, April, July, and October 2012, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The Fund designates 3%, 1%, 1%, and 1% of the dividends distributed in December 2011, April, July, and October 2012, respectively during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Convertible Securities Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Performance . The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, as available, the cumulative total returns of the retail class and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of the retail class and Class B show the performance of the highest performing class (based on five-year performance) and the lowest performing class (based on one-year performance), respectively. The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Convertible Securities Fund

CVS70142

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund was in the third quartile for the one-year period, the first quartile for the three-year period, and the second quartile for the five-year period. The Board also noted that the investment performance of the retail class of the fund compared favorably to its benchmark for the three- and five-year periods, although the fund's one-year total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

Annual Report

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

Management Fee . The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 14% means that 86% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Convertible Securities Fund

CVS70144

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

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

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, and the retail class ranked below its competitive median for 2011 and the total expense ratio of Class T ranked above its competitive median for 2011. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) CVS70146
1-800-544-5555

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

CVS-UANN-0113
1.786706.109

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor ®

Convertible Securities

Fund - Class A, Class T, Class B
and Class C

Annual Report

November 30, 2012

(Fidelity Cover Art)

Class A, Class T, Class B, and Class C are classes of Fidelity® Convertible Securities Fund

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
Distributions	(Click Here)
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended November 30, 2012	Past 1 year	Past 5 years	Past 10 years
Class A (incl. 5.75% sales charge) ^A	6.38%	0.37%	7.11%
Class T (incl. 3.50% sales charge) ^B	8.54%	0.64%	7.26%
Class B (incl. contingent deferred sales charge) ^C	6.91%	0.61%	7.42%
Class C (incl. contingent deferred sales charge) ^D	11.01%	0.97%	7.43%

^A Class A shares bear a 0.25% 12b-1 fee. The initial offering of Class A shares took place on February 19, 2009. Returns prior to February 19, 2009, are those of Fidelity Convertible Securities Fund, the original class of the fund, which has no 12b-1 fee. Had Class A shares' 12b-1 fee been reflected, returns prior to February 19, 2009, would have been lower.

^B Class T shares bear a 0.50% 12b-1 fee. The initial offering of Class T shares took place on February 19, 2009. Returns prior to February 19, 2009, are those of Fidelity Convertible Securities Fund, the original class of the fund, which has no 12b-1 fee. Had Class T shares' 12b-1 fee been reflected, returns prior to February 19, 2009, would have been lower.

^C Class B shares bear a 1.00% 12b-1 fee. The initial offering of Class B shares took place on February 19, 2009. Returns prior to February 19, 2009, are those of Fidelity Convertible Securities Fund, the original class of the fund, which has no 12b-1 fee. Had Class B shares' 12b-1 fee been reflected, returns prior to February 19, 2009, would have been lower. Class B shares' contingent deferred sales charges included in the past one year, past five years, and past 10 years total return figures are 5%, 2%, and 0%, respectively.

^D Class C shares bear a 1.00% 12b-1 fee. The initial offering of Class C shares took place on February 19, 2009. Returns prior to February 19, 2009, are those of Fidelity Convertible Securities Fund, the original class of the fund, which has no 12b-1 fee. Had Class C shares' 12b-1 fee been reflected, returns prior to February 19, 2009, would have been lower. Class C shares' contingent deferred sales charges included in the past one year, past five years, and past 10 years total return figures are 1%, 0%, and 0%, respectively.

Annual Report

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Convertible Securities Fund - Class A on November 30, 2002, and the current 5.75% sales charge was paid. The chart shows how the value of your investment would have changed, and also shows how The BofA Merrill Lynch ^SM All US Convertibles Index performed over the same period. The initial offering of Fidelity Advisor® Convertible Securities Fund - Class A took place on February 19, 2009. See the previous page for additional information regarding the performance of Fidelity Advisor Convertible Securities Fund - Class A.

ACS70087

Annual Report

Management's Discussion of Fund Performance

Comments from Thomas Soviero, Portfolio Manager of Fidelity Advisor ® Convertible Securities Fund: For the year, the fund's Class A, Class T, Class B and Class C shares returned 12.87%, 12.48%, 11.91% and 12.01%, respectively (excluding sales charges), roughly in line with the BofA index. Stock selection in energy was beneficial, although the positive impact was somewhat offset by overweighting this underperforming group. Positioning in financials also helped, as did my picks in health care. Top individual contributors included Western Refining, an out-of-benchmark position in hospital operator Tenet Healthcare, General Motors, Wells Fargo and US Airways. On the down side, the fund was hurt by underweighting health care and by security selection in information technology and telecommunication services. Among the detractors were not owning biotechnology and index component Gilead Sciences and investments in coal company Peabody Energy, Greek shipping company Excel Maritime Carriers - not part of the benchmark - ON Semiconductor and voice-recognition software provider Nuance Communications.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2012 to November 30, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value June 1, 2012	Ending Account Value November 30, 2012	Expenses Paid During Period * June 1, 2012 to November 30, 2012
Class A	.93%
Actual		$ 1,000.00	$ 1,077.70	$ 4.83
Hypothetical ^A		$ 1,000.00	$ 1,020.35	$ 4.70
Class T	1.28%
Actual		$ 1,000.00	$ 1,076.10	$ 6.64
Hypothetical ^A		$ 1,000.00	$ 1,018.60	$ 6.46
Class B	1.79%
Actual		$ 1,000.00	$ 1,073.40	$ 9.28
Hypothetical ^A		$ 1,000.00	$ 1,016.05	$ 9.02
Class C	1.73%
Actual		$ 1,000.00	$ 1,073.50	$ 8.97
Hypothetical ^A		$ 1,000.00	$ 1,016.35	$ 8.72
Convertible Securities	.66%
Actual		$ 1,000.00	$ 1,079.10	$ 3.43
Hypothetical ^A		$ 1,000.00	$ 1,021.70	$ 3.34
Institutional Class	.71%
Actual		$ 1,000.00	$ 1,079.00	$ 3.69
Hypothetical ^A		$ 1,000.00	$ 1,021.45	$ 3.59

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Investments as of November 30, 2012
(excluding cash equivalents)	% of fund's net assets	% of fund's net assets 6 months ago
General Motors Co. 4.75%	7.7	7.1
Wells Fargo & Co. 7.50%	7.5	7.1
Ford Motor Co. 4.25% 11/15/16	5.4	5.0
MGM Mirage, Inc. 4.25% 4/15/15	4.7	5.4
Alpha Natural Resources, Inc. 2.375% 4/15/15	4.6	3.7
Western Refining, Inc. 5.75% 6/15/14	3.6	3.5
Citigroup, Inc. 7.50%	3.1	2.5
Bank of America Corp. Series L, 7.25%	2.9	2.3
Peabody Energy Corp. 4.75% 12/15/66	2.6	2.4
Continental Airlines, Inc. 4.5% 1/15/15	2.2	0.7
	44.3
Top Five Market Sectors as of November 30, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	21.5	20.7
Information Technology	19.0	20.0
Financials	15.7	15.6
Energy	13.3	12.5
Industrials	11.9	12.8

Asset Allocation (% of fund's net assets)
As of November 30, 2012 *			As of May 31, 2012 **
	Convertible Securities 88.9%			Convertible Securities 91.5%
	Stocks 5.3%			Stocks 3.0%
	Nonconvertible Bonds 0.6%			Nonconvertible Bonds 1.0%
	Short-Term Investments and Net Other Assets (Liabilities) 4.6%			Short-Term Investments and Net Other Assets (Liabilities) 4.0%
	Floating Rate Loans 0.6%			Floating Rate Loans 0.5%
* Foreign investments		2.1%	** Foreign investments		3.2%

ACS70104

Annual Report

Investments November 30, 2012

Showing Percentage of Net Assets

Corporate Bonds - 65.5%
	Principal Amount (000s)		Value (000s)
Convertible Bonds - 64.9%
CONSUMER DISCRETIONARY - 12.6%
Automobiles - 5.4%
Ford Motor Co. 4.25% 11/15/16	$ 66,000		$ 97,126
Diversified Consumer Services - 0.6%
Stewart Enterprises, Inc. 3.375% 7/15/16 (d)	11,000		11,186
Hotels, Restaurants & Leisure - 4.7%
MGM Mirage, Inc. 4.25% 4/15/15	82,300		84,203
Household Durables - 0.3%
K. Hovnanian Enterprises, Inc. 6% 12/1/17	5,000		5,714
Media - 1.6%
Virgin Media, Inc. 6.5% 11/15/16	8,000		15,920
XM Satellite Radio, Inc. 7% 12/1/14 (d)	7,500		12,333
			28,253
TOTAL CONSUMER DISCRETIONARY			226,482
CONSUMER STAPLES - 2.2%
Beverages - 0.8%
Molson Coors Brewing Co. 2.5% 7/30/13	14,000		14,218
Food Products - 1.4%
Smithfield Foods, Inc. 4% 6/30/13	22,250		24,350
TOTAL CONSUMER STAPLES			38,568
ENERGY - 13.3%
Oil, Gas & Consumable Fuels - 13.3%
Alpha Natural Resources, Inc. 2.375% 4/15/15	92,000		82,340
Chesapeake Energy Corp. 2.5% 5/15/37	10,000		8,998
Peabody Energy Corp. 4.75% 12/15/66	52,250		47,515
Pioneer Natural Resources Co. 2.875% 1/15/38	20,000		35,813
Western Refining, Inc. 5.75% 6/15/14	22,185		63,685
			238,351
FINANCIALS - 0.7%
Insurance - 0.7%
Fidelity National Financial, Inc. 4.25% 8/15/18	10,000		12,819
HEALTH CARE - 3.8%
Health Care Equipment & Supplies - 1.6%
Alere, Inc. 3% 5/15/16	31,000		29,063
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
HEALTH CARE - continued
Health Care Providers & Services - 1.4%
Omnicare, Inc.:
3.25% 12/15/35	$ 2,086		$ 2,079
3.75% 12/15/25	3,610		5,347
3.75% 4/1/42	10,000		10,138
WellPoint, Inc. 2.75% 10/15/42 (d)	6,830		7,069
			24,633
Pharmaceuticals - 0.8%
Akorn, Inc. 3.5% 6/1/16	5,000		8,432
Isis Pharmaceuticals, Inc. 2.75% 10/1/19 (d)	6,000		5,685
			14,117
TOTAL HEALTH CARE			67,813
INDUSTRIALS - 10.3%
Aerospace & Defense - 0.6%
Textron, Inc. 4.5% 5/1/13	6,440		11,574
Airlines - 3.8%
Continental Airlines, Inc. 4.5% 1/15/15	30,280		40,348
UAL Corp.:
4.5% 6/30/21 (d)	10,500		9,962
4.5% 6/30/21	5,000		4,744
6% 10/15/29	3,600		8,654
US Airways Group, Inc. 7% 9/30/20 (d)	4,810		4,272
			67,980
Commercial Services & Supplies - 0.9%
Metalico, Inc. 7% 4/30/28	18,000		16,020
Electrical Equipment - 0.9%
General Cable Corp. 4.5% 11/15/29 (c)	14,800		15,562
Machinery - 2.7%
Greenbrier Companies, Inc.:
2.375% 5/15/26 (d)	5,500		5,425
2.375% 5/15/26	8,000		7,890
3.5% 4/1/18	2,860		2,724
Terex Corp. 4% 6/1/15	9,590		15,721
Trinity Industries, Inc. 3.875% 6/1/36	15,000		16,144
			47,904
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
INDUSTRIALS - continued
Marine - 0.3%
Excel Maritime Carriers Ltd. 1.875% 10/15/27 (d)	$ 32,000		$ 5,280
Road & Rail - 1.1%
Hertz Global Holdings, Inc. 5.25% 6/1/14	10,000		19,619
TOTAL INDUSTRIALS			183,939
INFORMATION TECHNOLOGY - 17.6%
Computers & Peripherals - 3.6%
EMC Corp.:
1.75% 12/1/13 (d)	17,000		26,688
1.75% 12/1/13	10,000		15,699
NetApp, Inc. 1.75% 6/1/13	19,800		21,721
			64,108
Electronic Equipment & Components - 1.3%
SYNNEX Corp. 4% 5/15/18	10,000		11,550
Vishay Intertechnology, Inc.:
2.25% 11/15/40 (d)	7,000		6,003
2.25% 5/15/41 (d)	7,000		5,237
			22,790
Internet Software & Services - 0.7%
VeriSign, Inc. 3.25% 8/15/37	10,000		11,606
Semiconductors & Semiconductor Equipment - 8.0%
Micron Technology, Inc.:
1.5% 8/1/31	10,000		8,813
1.875% 8/1/31	30,000		26,231
3.125% 5/1/32 (d)	23,000		21,448
Novellus Systems, Inc. 2.625% 5/15/41	20,000		24,438
ON Semiconductor Corp.:
1.875% 12/15/25 (d)	3,750		3,755
1.875% 12/15/25	10,000		10,000
2.625% 12/15/26	5,818		5,905
2.625% 12/15/26	29,512		30,988
Xilinx, Inc. 3.125% 3/15/37	10,000		12,288
			143,866
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
INFORMATION TECHNOLOGY - continued
Software - 4.0%
Nuance Communications, Inc.:
2.75% 8/15/27	$ 28,085		$ 37,283
2.75% 11/1/31	32,000		35,080
			72,363
TOTAL INFORMATION TECHNOLOGY			314,733
MATERIALS - 1.2%
Metals & Mining - 1.2%
Alcoa, Inc. 5.25% 3/15/14	5,000		7,094
Horsehead Holding Corp. 3.8% 7/1/17	5,000		4,666
Newmont Mining Corp. 1.625% 7/15/17	8,000		10,440
			22,200
TELECOMMUNICATION SERVICES - 3.2%
Diversified Telecommunication Services - 2.0%
Level 3 Communications, Inc.:
6.5% 10/1/16	19,820		25,209
7% 3/15/15	10,000		11,238
			36,447
Wireless Telecommunication Services - 1.2%
Leap Wireless International, Inc. 4.5% 7/15/14	23,000		21,793
TOTAL TELECOMMUNICATION SERVICES			58,240
TOTAL CONVERTIBLE BONDS			1,163,145
Nonconvertible Bonds - 0.6%
CONSUMER DISCRETIONARY - 0.3%
Household Durables - 0.3%
K. Hovnanian Enterprises, Inc.:
7.5% 5/15/16	1,000		965
8.625% 1/15/17	4,000		3,900
			4,865
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
MATERIALS - 0.3%
Chemicals - 0.3%
OMNOVA Solutions, Inc. 7.875% 11/1/18	$ 5,960		$ 6,109
TOTAL NONCONVERTIBLE BONDS			10,974
TOTAL CORPORATE BONDS (Cost $1,141,861)		1,174,119

Common Stocks - 5.3%
	Shares
CONSUMER DISCRETIONARY - 0.1%
Auto Components - 0.1%
BorgWarner, Inc. (a)	27,728		1,838
Media - 0.0%
HMH Holdings, Inc.:
warrants 3/9/17 (a)(f)	164,823		0*
warrants 6/22/19 (a)(f)	686		5
			5
TOTAL CONSUMER DISCRETIONARY			1,843
FINANCIALS - 1.3%
Commercial Banks - 0.5%
Huntington Bancshares, Inc.	1,620,500		9,966
Insurance - 0.8%
MetLife, Inc.	141,160		4,685
MetLife, Inc. unit	200,000		8,890
			13,575
TOTAL FINANCIALS			23,541
HEALTH CARE - 2.0%
Health Care Providers & Services - 2.0%
Tenet Healthcare Corp. (a)	1,271,302		36,817
INDUSTRIALS - 0.5%
Machinery - 0.5%
Ingersoll-Rand PLC	173,739		8,475
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - 1.4%
Electronic Equipment & Components - 0.4%
Viasystems Group, Inc. (a)	549,643		$ 6,447
Semiconductors & Semiconductor Equipment - 1.0%
Micron Technology, Inc. (a)	1,205,802		7,211
ON Semiconductor Corp. (a)	1,716,800		11,382
			18,593
TOTAL INFORMATION TECHNOLOGY			25,040
TOTAL COMMON STOCKS (Cost $90,265)		95,716
Convertible Preferred Stocks - 24.0%

CONSUMER DISCRETIONARY - 8.5%
Automobiles - 7.7%
General Motors Co. 4.75%	3,385,300		136,997
Household Durables - 0.2%
Hovnanian Enterprises, Inc./K. Hovanian Enterprises, Inc. 7.25%	125,000		3,321
Media - 0.6%
Interpublic Group of Companies, Inc. 5.25%	10,000		10,713
LodgeNet Entertainment Corp. 10.00% (d)	11,118		452
			11,165
TOTAL CONSUMER DISCRETIONARY			151,483
CONSUMER STAPLES - 1.3%
Food Products - 1.3%
Bunge Ltd. 4.875%	237,000		24,079
ENERGY - 0.0%
Oil, Gas & Consumable Fuels - 0.0%
ATP Oil & Gas Corp. Series B, 8.00%	45,000		36
FINANCIALS - 13.7%
Commercial Banks - 7.7%
Huntington Bancshares, Inc. 8.50%	2,100		2,604
Wells Fargo & Co. 7.50%	108,432		134,022
			136,626
Convertible Preferred Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 6.0%
Bank of America Corp. Series L, 7.25%	47,085		$ 52,406
Citigroup, Inc. 7.50%	553,300		55,524
			107,930
TOTAL FINANCIALS			244,556
INDUSTRIALS - 0.5%
Aerospace & Defense - 0.1%
United Technologies Corp. 7.50%	45,700		2,501
Road & Rail - 0.4%
Genesee & Wyoming, Inc. 5.00%	62,000		6,827
TOTAL INDUSTRIALS			9,328
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $447,121)		429,482

Floating Rate Loans - 0.6%
	Principal Amount (000s)
INDUSTRIALS - 0.6%
Airlines - 0.6%
US Airways Group, Inc. term loan 2.709% 3/23/14 (e) (Cost $9,859)	$ 10,692	10,505

Money Market Funds - 4.0%
	Shares
Fidelity Cash Central Fund, 0.19% (b) (Cost $70,989)	70,988,901		70,989
TOTAL INVESTMENT PORTFOLIO - 99.4% (Cost $1,760,095)			1,780,811
NET OTHER ASSETS (LIABILITIES) - 0.6%			9,988
NET ASSETS - 100%		$ 1,790,799

Legend

(a) Non-income producing

(c) Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
HMH Holdings, Inc. warrants 3/9/17	3/9/10	$ 48
HMH Holdings, Inc. warrants 6/22/19	6/22/12	$ 1

* Amount represents less than $1,000.

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 124

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Ambassadors International, Inc.	$ 8	$ -	$ 1	$ -	$ -

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 153,326	$ 138,835	$ 14,486	$ 5
Consumer Staples	24,079	-	24,079	-
Energy	36	36	-	-
Financials	268,097	259,207	8,890	-
Health Care	36,817	36,817	-	-
Industrials	17,803	17,803	-	-
Information Technology	25,040	25,040	-	-
Corporate Bonds	1,174,119	-	1,174,119	-
Floating Rate Loans	10,505	-	10,505	-
Money Market Funds	70,989	70,989	-	-
Total Investments in Securities:	$ 1,780,811	$ 548,727	$ 1,232,079	$ 5

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

AAA,AA,A	2.8%
BBB	12.6%
BB	15.5%
B	20.5%
CCC,CC,C	6.8%
Not Rated	7.9%
Equities	29.3%
Short-Term Investments and Net Other Assets	4.6%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	November 30, 2012

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $1,689,106)	$ 1,709,822
Fidelity Central Funds (cost $70,989)	70,989
Total Investments (cost $1,760,095)		$ 1,780,811
Cash		25
Receivable for fund shares sold		570
Dividends receivable		4,561
Interest receivable		8,929
Distributions receivable from Fidelity Central Funds		8
Prepaid expenses		5
Total assets		1,794,909

Liabilities
Payable for fund shares redeemed	$ 3,007
Accrued management fee	703
Transfer agent fee payable	269
Distribution and service plan fees payable	18
Other affiliated payables	47
Other payables and accrued expenses	66
Total liabilities		4,110

Net Assets		$ 1,790,799
Net Assets consist of:
Paid in capital		$ 1,821,190
Undistributed net investment income		22,265
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(73,372)
Net unrealized appreciation (depreciation) on investments		20,716
Net Assets		$ 1,790,799

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	November 30, 2012

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($25,567 ÷ 1,019.41 shares)		$ 25.08

Maximum offering price per share (100/94.25 of $25.08)		$ 26.61
Class T : Net Asset Value and redemption price per share ($4,368 ÷ 174.10 shares)		$ 25.09

Maximum offering price per share (100/96.50 of $25.09)		$ 26.00
Class B : Net Asset Value and offering price per share ($931 ÷ 37.18 shares) ^A		$ 25.04

Class C : Net Asset Value and offering price per share ($12,318 ÷ 493.37 shares) ^A		$ 24.97

Convertible Securities : Net Asset Value , offering price and redemption price per share ($1,733,320 ÷ 68,896.91 shares)		$ 25.16

Institutional Class : Net Asset Value , offering price and redemption price per share ($14,295 ÷ 568.85 shares)		$ 25.13

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended November 30, 2012

Investment Income
Dividends		$ 27,213
Interest		47,342
Income from Fidelity Central Funds		124
Total income		74,679

Expenses
Management fee Basic fee	$ 8,922
Performance adjustment	1,482
Transfer agent fees	3,524
Distribution and service plan fees	238
Accounting fees and expenses	593
Custodian fees and expenses	24
Independent trustees' compensation	13
Registration fees	134
Audit	77
Legal	19
Miscellaneous	23
Total expenses before reductions	15,049
Expense reductions	(14 )	15,035
Net investment income (loss)		59,644
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	94,280
Other affiliated issuers	(4,639)
Foreign currency transactions	63
Total net realized gain (loss)		89,704
Change in net unrealized appreciation (depreciation) on: Investment securities		88,621
Net gain (loss)		178,325
Net increase (decrease) in net assets resulting from operations		$ 237,969

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended November 30, 2012	Year ended November 30, 2011
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 59,644	$ 75,374
Net realized gain (loss)	89,704	137,050
Change in net unrealized appreciation (depreciation)	88,621	(266,196 )
Net increase (decrease) in net assets resulting from operations	237,969	(53,772 )
Distributions to shareholders from net investment income	(59,846 )	(76,767 )
Share transactions - net increase (decrease)	(365,491 )	(212,577 )
Total increase (decrease) in net assets	(187,368)	(343,116)

Net Assets
Beginning of period	1,978,167	2,321,283
End of period (including undistributed net investment income of $22,265 and undistributed net investment income of $23,529, respectively)	$ 1,790,799	$ 1,978,167

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

Annual Report

Financial Highlights - Class A

Years ended November 30,	2012	2011	2010	2009 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 22.85	$ 24.22	$ 21.25	$ 12.79
Income from Investment Operations
Net investment income (loss) ^E	.68	.72	.75	.58
Net realized and unrealized gain (loss)	2.22	(1.34 )	3.01	8.53
Total from investment operations	2.90	(.62 )	3.76	9.11
Distributions from net investment income	(.67 )	(.75 )	(.79 )	(.65 )
Net asset value, end of period	$ 25.08	$ 22.85	$ 24.22	$ 21.25
Total Return ^B,C,D	12.87%	(2.79)%	18.05%	72.83%
Ratios to Average Net Assets ^F,I
Expenses before reductions	1.04%	.88%	.87%	1.04% ^A
Expenses net of fee waivers, if any	1.04%	.88%	.87%	1.04% ^A
Expenses net of all reductions	1.04%	.88%	.87%	1.04% ^A
Net investment income (loss)	2.79%	2.84%	3.29%	3.70% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 26	$ 33	$ 19	$ 6
Portfolio turnover rate ^G	20%	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Class T

Years ended November 30,	2012	2011	2010	2009 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 22.87	$ 24.23	$ 21.25	$ 12.79
Income from Investment Operations
Net investment income (loss) ^E	.60	.65	.69	.57
Net realized and unrealized gain (loss)	2.22	(1.34 )	3.01	8.52
Total from investment operations	2.82	(.69 )	3.70	9.09
Distributions from net investment income	(.60 )	(.67 )	(.72 )	(.63 )
Net asset value, end of period	$ 25.09	$ 22.87	$ 24.23	$ 21.25
Total Return ^B,C,D	12.48%	(3.07)%	17.74%	72.60%
Ratios to Average Net Assets ^F,I
Expenses before reductions	1.36%	1.18%	1.13%	1.25% ^A
Expenses net of fee waivers, if any	1.36%	1.18%	1.13%	1.25% ^A
Expenses net of all reductions	1.36%	1.17%	1.13%	1.25% ^A
Net investment income (loss)	2.47%	2.55%	3.03%	3.83% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 4	$ 5	$ 4	$ 2
Portfolio turnover rate ^G	20%	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Class B

Years ended November 30,	2012	2011	2010	2009 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 22.82	$ 24.17	$ 21.22	$ 12.79
Income from Investment Operations
Net investment income (loss) ^E	.47	.51	.56	.50
Net realized and unrealized gain (loss)	2.22	(1.34 )	3.01	8.51
Total from investment operations	2.69	(.83 )	3.57	9.01
Distributions from net investment income	(.47 )	(.52 )	(.62 )	(.58 )
Net asset value, end of period	$ 25.04	$ 22.82	$ 24.17	$ 21.22
Total Return ^B,C,D	11.91%	(3.59)%	17.08%	71.85%
Ratios to Average Net Assets ^F,I
Expenses before reductions	1.88%	1.73%	1.69%	1.78% ^A
Expenses net of fee waivers, if any	1.88%	1.73%	1.69%	1.78% ^A
Expenses net of all reductions	1.88%	1.73%	1.69%	1.78% ^A
Net investment income (loss)	1.95%	2.00%	2.47%	3.41% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 1	$ 1	$ 1	$ 1
Portfolio turnover rate ^G	20%	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Class C

Years ended November 30,	2012	2011	2010	2009 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 22.75	$ 24.14	$ 21.20	$ 12.79
Income from Investment Operations
Net investment income (loss) ^E	.49	.51	.56	.47
Net realized and unrealized gain (loss)	2.22	(1.33 )	3.01	8.53
Total from investment operations	2.71	(.82 )	3.57	9.00
Distributions from net investment income	(.49 )	(.57 )	(.63 )	(.59 )
Net asset value, end of period	$ 24.97	$ 22.75	$ 24.14	$ 21.20
Total Return ^B,C,D	12.01%	(3.57)%	17.13%	71.81%
Ratios to Average Net Assets ^F,I
Expenses before reductions	1.82%	1.67%	1.66%	1.80% ^A
Expenses net of fee waivers, if any	1.82%	1.67%	1.66%	1.80% ^A
Expenses net of all reductions	1.82%	1.67%	1.66%	1.80% ^A
Net investment income (loss)	2.01%	2.06%	2.50%	3.17% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 12	$ 13	$ 5	$ 2
Portfolio turnover rate ^G	20%	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Convertible Securities

Years ended November 30,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 22.92	$ 24.29	$ 21.30	$ 13.55	$ 28.71
Income from Investment Operations
Net investment income (loss) ^B	.75	.79	.81	.96	.76
Net realized and unrealized gain (loss)	2.23	(1.35 )	3.02	7.78	(14.43 )
Total from investment operations	2.98	(.56 )	3.83	8.74	(13.67 )
Distributions from net investment income	(.74)	(.81)	(.84)	(.99)	(.64)
Distributions from net realized gain	-	-	-	-	(.85 )
Total distributions	(.74 )	(.81 )	(.84 )	(.99 )	(1.49 )
Net asset value, end of period	$ 25.16	$ 22.92	$ 24.29	$ 21.30	$ 13.55
Total Return ^A	13.20%	(2.54)%	18.37%	67.65%	(50.09)%
Ratios to Average Net Assets ^C,E
Expenses before reductions	.76%	.61%	.59%	.70%	.78%
Expenses net of fee waivers, if any	.76%	.61%	.59%	.69%	.78%
Expenses net of all reductions	.76%	.61%	.59%	.69%	.78%
Net investment income (loss)	3.07%	3.12%	3.57%	5.59%	3.06%
Supplemental Data
Net assets, end of period (in millions)	$ 1,733	$ 1,904	$ 2,287	$ 2,340	$ 1,439
Portfolio turnover rate ^D	20%	24%	28%	31%	39%

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

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

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended November 30,	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 22.90	$ 24.27	$ 21.29	$ 12.79
Income from Investment Operations
Net investment income (loss) ^D	.74	.77	.80	.63
Net realized and unrealized gain (loss)	2.22	(1.33 )	3.02	8.54
Total from investment operations	2.96	(.56 )	3.82	9.17
Distributions from net investment income	(.73 )	(.81 )	(.84 )	(.67 )
Net asset value, end of period	$ 25.13	$ 22.90	$ 24.27	$ 21.29
Total Return ^B,C	13.11%	(2.55)%	18.34%	73.31%
Ratios to Average Net Assets ^E,H
Expenses before reductions	.80%	.65%	.60%	.73% ^A
Expenses net of fee waivers, if any	.80%	.65%	.60%	.73% ^A
Expenses net of all reductions	.80%	.65%	.60%	.73% ^A
Net investment income (loss)	3.03%	3.07%	3.56%	4.19% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 14	$ 23	$ 6	$ 3
Portfolio turnover rate ^F	20%	24%	28%	31%

^A Annualized

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

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

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

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

^G For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2012

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

3. Significant Accounting Policies.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 196,887
Gross unrealized depreciation	(165,112 )
Net unrealized appreciation (depreciation) on securities and other investments	$ 31,775

Tax Cost	$ 1,749,036

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

Undistributed ordinary income	$ 11,134
Capital loss carryforward	$ (73,032 )
Net unrealized appreciation (depreciation)	$ 31,775

Fiscal year of expiration
2017	$ (73,032 )

The tax character of distributions paid was as follows:

	November 30, 2012	November 30, 2011
Ordinary Income	$ 59,846	$ 76,767

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $364,233 and $743,284, respectively.

5. Fees and Other Transactions with Affiliates.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 75	$ 2
Class T	.25%	.25%	24	-*
Class B	.75%	.25%	11	8
Class C	.75%	.25%	128	43
			$ 238	$ 53

* Amount represents sixty dollars

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

	Retained by FDC
Class A	$ 16
Class T	2
Class B *	4
Class C *	3
	$ 25

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Class A	$ 64	.21
Class T	13	.28
Class B	3	.30
Class C	31	.24
Convertible Securities	3,367	.18
Institutional Class	46	.22
	$ 3,524

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

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Expense Reductions.

Annual Report

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,	2012	2011
From net investment income
Class A	$ 865	$ 964
Class T	117	145
Class B	22	26
Class C	260	253
Convertible Securities	57,928	74,771
Institutional Class	654	608
Total	$ 59,846	$ 76,767

9. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended November 30,	2012	2011	2012	2011
Class A
Shares sold	480	1,463	$ 11,783	$ 38,298
Reinvestment of distributions	27	28	640	713
Shares redeemed	(929 )	(828 )	(22,024 )	(20,357 )
Net increase (decrease)	(422 )	663	$ (9,601 )	$ 18,654
Class T
Shares sold	56	206	$ 1,360	$ 5,378
Reinvestment of distributions	4	6	107	140
Shares redeemed	(83 )	(160 )	(2,026 )	(3,916 )
Net increase (decrease)	(23 )	52	$ (559 )	$ 1,602
Class B
Shares sold	6	21	$ 170	$ 566
Reinvestment of distributions	1	1	16	18
Shares redeemed	(19 )	(21 )	(471 )	(527 )
Net increase (decrease)	(12 )	1	$ (285 )	$ 57
Class C
Shares sold	193	542	$ 4,749	$ 14,072
Reinvestment of distributions	8	8	188	187
Shares redeemed	(264 )	(204 )	(6,350 )	(4,875 )
Net increase (decrease)	(63 )	346	$ (1,413 )	$ 9,384
Convertible Securities
Shares sold	9,218	20,504	$ 227,133	$ 533,363
Reinvestment of distributions	2,124	2,642	51,180	66,219
Shares redeemed	(25,498 )	(34,235 )	(621,362 )	(862,374 )
Net increase (decrease)	(14,156 )	(11,089 )	$ (343,049 )	$ (262,792 )
Institutional Class
Shares sold	712	1,454	$ 17,355	$ 37,674
Reinvestment of distributions	17	16	397	391
Shares redeemed	(1,164 )	(719 )	(28,336 )	(17,547 )
Net increase (decrease)	(435 )	751	$ (10,584 )	$ 20,518

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

10. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Financial Trust and the Shareholders of Fidelity Convertible Securities Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Convertible Securities Fund (a fund of Fidelity Financial Trust) at November 30, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Convertible Securities Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 22, 2013

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

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

Interested Trustees *:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience ⁺
James C. Curvey (77)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (55)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Annual Report

Independent Trustees :

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience ⁺
Dennis J. Dirks (64)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (59)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (68)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (68)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (62)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (68)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (73)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).
David M. Thomas (63)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (62)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Members and Executive Officers :

Name, Age; Principal Occupation
Peter S. Lynch (68)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
David A. Rosow (70)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.
Garnett A. Smith (65)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).
Kenneth B. Robins (43)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (47)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (48)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (44)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (43)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (44)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (54)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (44)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.
Joseph F. Zambello (55)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice Presidentof FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (45)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephen Sadoski (41)
	Year of Election or Appointment: 2012 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).
Stephanie J. Dorsey (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Assistant Treasurer (2012-present) and Deputy Treasurer (2008-present) of other Fidelity funds and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (54)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (54)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

A total of 0.04% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

Class A designates 2%, 1%, 1%, and 1%; Class T designates 3%, 1%, 1%, and 1%; Class B designates 3%, 1%, 1%, and 1%; and Class C designates 3%, 1%, 1%, and 1%; of the dividends distributed in December 2011, April, July, and October 2012, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class A designates 3%, 1%, 1%, and 1%; Class T designates 3%, 1%, 1%, and 1%; Class B designates 4%, 2%, 2%, and 2%; and Class C designates 4%, 1%, 2%, and 2%; of the dividends distributed in December 2011, April, July, and October 2012, respectively during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Convertible Securities Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance . The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, as available, the cumulative total returns of the retail class and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of the retail class and Class B show the performance of the highest performing class (based on five-year performance) and the lowest performing class (based on one-year performance), respectively. The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity Convertible Securities Fund

ACS70106

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Management Fee . The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 14% means that 86% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Convertible Securities Fund

ACS70108

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

ACVS-UANN-0113
1.884066.103

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor ®

Convertible Securities

Fund - Institutional Class

Annual Report

November 30, 2012

(Fidelity Cover Art)

Institutional Class is a class
of Fidelity® Convertible
Securities Fund

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
Distributions	(Click Here)
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended November 30, 2012		Past 1 year	Past 5 years	Past 10 years
Institutional Class ^A		13.11%	1.77%	7.86%

^A The initial offering of Institutional Class shares took place on February 19, 2009. Returns prior to February 19, 2009, are those of Fidelity ® Convertible Securities Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity Advisor® Convertible Securities Fund - Institutional Class on November 30, 2002. The chart shows how the value of your investment would have changed, and also shows how The BofA Merrill Lynch ^SM All US Convertibles Index performed over the same period. The initial offering of Fidelity Advisor® Convertible Securities Fund - Institutional Class took place on February 19, 2009. See above for additional information regarding the performance of Fidelity Advisor Convertible Securities Fund - Institutional Class.

ACI70051

Annual Report

Management's Discussion of Fund Performance

Comments from Thomas Soviero, Portfolio Manager of Fidelity Advisor ® Convertible Securities Fund: For the year, the fund's Institutional Class shares returned 13.11%, roughly in line with the BofA index. Stock selection in energy was beneficial, although the positive impact was somewhat offset by overweighting this underperforming group. Positioning in financials also helped, as did my picks in health care. Top individual contributors included Western Refining, an out-of-benchmark position in hospital operator Tenet Healthcare, General Motors, Wells Fargo and US Airways. On the down side, the fund was hurt by underweighting health care and by security selection in information technology and telecommunication services. Among the detractors were not owning biotechnology and index component Gilead Sciences and investments in coal company Peabody Energy, Greek shipping company Excel Maritime Carriers - not part of the benchmark - ON Semiconductor and voice-recognition software provider Nuance Communications.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (June 1, 2012 to November 30, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value June 1, 2012	Ending Account Value November 30, 2012	Expenses Paid During Period * June 1, 2012 to November 30, 2012
Class A	.93%
Actual		$ 1,000.00	$ 1,077.70	$ 4.83
Hypothetical ^A		$ 1,000.00	$ 1,020.35	$ 4.70
Class T	1.28%
Actual		$ 1,000.00	$ 1,076.10	$ 6.64
Hypothetical ^A		$ 1,000.00	$ 1,018.60	$ 6.46
Class B	1.79%
Actual		$ 1,000.00	$ 1,073.40	$ 9.28
Hypothetical ^A		$ 1,000.00	$ 1,016.05	$ 9.02
Class C	1.73%
Actual		$ 1,000.00	$ 1,073.50	$ 8.97
Hypothetical ^A		$ 1,000.00	$ 1,016.35	$ 8.72
Convertible Securities	.66%
Actual		$ 1,000.00	$ 1,079.10	$ 3.43
Hypothetical ^A		$ 1,000.00	$ 1,021.70	$ 3.34
Institutional Class	.71%
Actual		$ 1,000.00	$ 1,079.00	$ 3.69
Hypothetical ^A		$ 1,000.00	$ 1,021.45	$ 3.59

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Investments as of November 30, 2012
(excluding cash equivalents)	% of fund's net assets	% of fund's net assets 6 months ago
General Motors Co. 4.75%	7.7	7.1
Wells Fargo & Co. 7.50%	7.5	7.1
Ford Motor Co. 4.25% 11/15/16	5.4	5.0
MGM Mirage, Inc. 4.25% 4/15/15	4.7	5.4
Alpha Natural Resources, Inc. 2.375% 4/15/15	4.6	3.7
Western Refining, Inc. 5.75% 6/15/14	3.6	3.5
Citigroup, Inc. 7.50%	3.1	2.5
Bank of America Corp. Series L, 7.25%	2.9	2.3
Peabody Energy Corp. 4.75% 12/15/66	2.6	2.4
Continental Airlines, Inc. 4.5% 1/15/15	2.2	0.7
	44.3
Top Five Market Sectors as of November 30, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	21.5	20.7
Information Technology	19.0	20.0
Financials	15.7	15.6
Energy	13.3	12.5
Industrials	11.9	12.8

Asset Allocation (% of fund's net assets)
As of November 30, 2012 *			As of May 31, 2012 **
	Convertible Securities 88.9%			Convertible Securities 91.5%
	Stocks 5.3%			Stocks 3.0%
	Nonconvertible Bonds 0.6%			Nonconvertible Bonds 1.0%
	Short-Term Investments and Net Other Assets (Liabilities) 4.6%			Short-Term Investments and Net Other Assets (Liabilities) 4.0%
	Floating Rate Loans 0.6%			Floating Rate Loans 0.5%
* Foreign investments		2.1%	** Foreign investments		3.2%

ACI70068

Annual Report

Investments November 30, 2012

Showing Percentage of Net Assets

Corporate Bonds - 65.5%
	Principal Amount (000s)		Value (000s)
Convertible Bonds - 64.9%
CONSUMER DISCRETIONARY - 12.6%
Automobiles - 5.4%
Ford Motor Co. 4.25% 11/15/16	$ 66,000		$ 97,126
Diversified Consumer Services - 0.6%
Stewart Enterprises, Inc. 3.375% 7/15/16 (d)	11,000		11,186
Hotels, Restaurants & Leisure - 4.7%
MGM Mirage, Inc. 4.25% 4/15/15	82,300		84,203
Household Durables - 0.3%
K. Hovnanian Enterprises, Inc. 6% 12/1/17	5,000		5,714
Media - 1.6%
Virgin Media, Inc. 6.5% 11/15/16	8,000		15,920
XM Satellite Radio, Inc. 7% 12/1/14 (d)	7,500		12,333
			28,253
TOTAL CONSUMER DISCRETIONARY			226,482
CONSUMER STAPLES - 2.2%
Beverages - 0.8%
Molson Coors Brewing Co. 2.5% 7/30/13	14,000		14,218
Food Products - 1.4%
Smithfield Foods, Inc. 4% 6/30/13	22,250		24,350
TOTAL CONSUMER STAPLES			38,568
ENERGY - 13.3%
Oil, Gas & Consumable Fuels - 13.3%
Alpha Natural Resources, Inc. 2.375% 4/15/15	92,000		82,340
Chesapeake Energy Corp. 2.5% 5/15/37	10,000		8,998
Peabody Energy Corp. 4.75% 12/15/66	52,250		47,515
Pioneer Natural Resources Co. 2.875% 1/15/38	20,000		35,813
Western Refining, Inc. 5.75% 6/15/14	22,185		63,685
			238,351
FINANCIALS - 0.7%
Insurance - 0.7%
Fidelity National Financial, Inc. 4.25% 8/15/18	10,000		12,819
HEALTH CARE - 3.8%
Health Care Equipment & Supplies - 1.6%
Alere, Inc. 3% 5/15/16	31,000		29,063
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
HEALTH CARE - continued
Health Care Providers & Services - 1.4%
Omnicare, Inc.:
3.25% 12/15/35	$ 2,086		$ 2,079
3.75% 12/15/25	3,610		5,347
3.75% 4/1/42	10,000		10,138
WellPoint, Inc. 2.75% 10/15/42 (d)	6,830		7,069
			24,633
Pharmaceuticals - 0.8%
Akorn, Inc. 3.5% 6/1/16	5,000		8,432
Isis Pharmaceuticals, Inc. 2.75% 10/1/19 (d)	6,000		5,685
			14,117
TOTAL HEALTH CARE			67,813
INDUSTRIALS - 10.3%
Aerospace & Defense - 0.6%
Textron, Inc. 4.5% 5/1/13	6,440		11,574
Airlines - 3.8%
Continental Airlines, Inc. 4.5% 1/15/15	30,280		40,348
UAL Corp.:
4.5% 6/30/21 (d)	10,500		9,962
4.5% 6/30/21	5,000		4,744
6% 10/15/29	3,600		8,654
US Airways Group, Inc. 7% 9/30/20 (d)	4,810		4,272
			67,980
Commercial Services & Supplies - 0.9%
Metalico, Inc. 7% 4/30/28	18,000		16,020
Electrical Equipment - 0.9%
General Cable Corp. 4.5% 11/15/29 (c)	14,800		15,562
Machinery - 2.7%
Greenbrier Companies, Inc.:
2.375% 5/15/26 (d)	5,500		5,425
2.375% 5/15/26	8,000		7,890
3.5% 4/1/18	2,860		2,724
Terex Corp. 4% 6/1/15	9,590		15,721
Trinity Industries, Inc. 3.875% 6/1/36	15,000		16,144
			47,904
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
INDUSTRIALS - continued
Marine - 0.3%
Excel Maritime Carriers Ltd. 1.875% 10/15/27 (d)	$ 32,000		$ 5,280
Road & Rail - 1.1%
Hertz Global Holdings, Inc. 5.25% 6/1/14	10,000		19,619
TOTAL INDUSTRIALS			183,939
INFORMATION TECHNOLOGY - 17.6%
Computers & Peripherals - 3.6%
EMC Corp.:
1.75% 12/1/13 (d)	17,000		26,688
1.75% 12/1/13	10,000		15,699
NetApp, Inc. 1.75% 6/1/13	19,800		21,721
			64,108
Electronic Equipment & Components - 1.3%
SYNNEX Corp. 4% 5/15/18	10,000		11,550
Vishay Intertechnology, Inc.:
2.25% 11/15/40 (d)	7,000		6,003
2.25% 5/15/41 (d)	7,000		5,237
			22,790
Internet Software & Services - 0.7%
VeriSign, Inc. 3.25% 8/15/37	10,000		11,606
Semiconductors & Semiconductor Equipment - 8.0%
Micron Technology, Inc.:
1.5% 8/1/31	10,000		8,813
1.875% 8/1/31	30,000		26,231
3.125% 5/1/32 (d)	23,000		21,448
Novellus Systems, Inc. 2.625% 5/15/41	20,000		24,438
ON Semiconductor Corp.:
1.875% 12/15/25 (d)	3,750		3,755
1.875% 12/15/25	10,000		10,000
2.625% 12/15/26	5,818		5,905
2.625% 12/15/26	29,512		30,988
Xilinx, Inc. 3.125% 3/15/37	10,000		12,288
			143,866
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
INFORMATION TECHNOLOGY - continued
Software - 4.0%
Nuance Communications, Inc.:
2.75% 8/15/27	$ 28,085		$ 37,283
2.75% 11/1/31	32,000		35,080
			72,363
TOTAL INFORMATION TECHNOLOGY			314,733
MATERIALS - 1.2%
Metals & Mining - 1.2%
Alcoa, Inc. 5.25% 3/15/14	5,000		7,094
Horsehead Holding Corp. 3.8% 7/1/17	5,000		4,666
Newmont Mining Corp. 1.625% 7/15/17	8,000		10,440
			22,200
TELECOMMUNICATION SERVICES - 3.2%
Diversified Telecommunication Services - 2.0%
Level 3 Communications, Inc.:
6.5% 10/1/16	19,820		25,209
7% 3/15/15	10,000		11,238
			36,447
Wireless Telecommunication Services - 1.2%
Leap Wireless International, Inc. 4.5% 7/15/14	23,000		21,793
TOTAL TELECOMMUNICATION SERVICES			58,240
TOTAL CONVERTIBLE BONDS			1,163,145
Nonconvertible Bonds - 0.6%
CONSUMER DISCRETIONARY - 0.3%
Household Durables - 0.3%
K. Hovnanian Enterprises, Inc.:
7.5% 5/15/16	1,000		965
8.625% 1/15/17	4,000		3,900
			4,865
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
MATERIALS - 0.3%
Chemicals - 0.3%
OMNOVA Solutions, Inc. 7.875% 11/1/18	$ 5,960		$ 6,109
TOTAL NONCONVERTIBLE BONDS			10,974
TOTAL CORPORATE BONDS (Cost $1,141,861)		1,174,119

Common Stocks - 5.3%
	Shares
CONSUMER DISCRETIONARY - 0.1%
Auto Components - 0.1%
BorgWarner, Inc. (a)	27,728		1,838
Media - 0.0%
HMH Holdings, Inc.:
warrants 3/9/17 (a)(f)	164,823		0*
warrants 6/22/19 (a)(f)	686		5
			5
TOTAL CONSUMER DISCRETIONARY			1,843
FINANCIALS - 1.3%
Commercial Banks - 0.5%
Huntington Bancshares, Inc.	1,620,500		9,966
Insurance - 0.8%
MetLife, Inc.	141,160		4,685
MetLife, Inc. unit	200,000		8,890
			13,575
TOTAL FINANCIALS			23,541
HEALTH CARE - 2.0%
Health Care Providers & Services - 2.0%
Tenet Healthcare Corp. (a)	1,271,302		36,817
INDUSTRIALS - 0.5%
Machinery - 0.5%
Ingersoll-Rand PLC	173,739		8,475
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - 1.4%
Electronic Equipment & Components - 0.4%
Viasystems Group, Inc. (a)	549,643		$ 6,447
Semiconductors & Semiconductor Equipment - 1.0%
Micron Technology, Inc. (a)	1,205,802		7,211
ON Semiconductor Corp. (a)	1,716,800		11,382
			18,593
TOTAL INFORMATION TECHNOLOGY			25,040
TOTAL COMMON STOCKS (Cost $90,265)		95,716
Convertible Preferred Stocks - 24.0%

CONSUMER DISCRETIONARY - 8.5%
Automobiles - 7.7%
General Motors Co. 4.75%	3,385,300		136,997
Household Durables - 0.2%
Hovnanian Enterprises, Inc./K. Hovanian Enterprises, Inc. 7.25%	125,000		3,321
Media - 0.6%
Interpublic Group of Companies, Inc. 5.25%	10,000		10,713
LodgeNet Entertainment Corp. 10.00% (d)	11,118		452
			11,165
TOTAL CONSUMER DISCRETIONARY			151,483
CONSUMER STAPLES - 1.3%
Food Products - 1.3%
Bunge Ltd. 4.875%	237,000		24,079
ENERGY - 0.0%
Oil, Gas & Consumable Fuels - 0.0%
ATP Oil & Gas Corp. Series B, 8.00%	45,000		36
FINANCIALS - 13.7%
Commercial Banks - 7.7%
Huntington Bancshares, Inc. 8.50%	2,100		2,604
Wells Fargo & Co. 7.50%	108,432		134,022
			136,626
Convertible Preferred Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 6.0%
Bank of America Corp. Series L, 7.25%	47,085		$ 52,406
Citigroup, Inc. 7.50%	553,300		55,524
			107,930
TOTAL FINANCIALS			244,556
INDUSTRIALS - 0.5%
Aerospace & Defense - 0.1%
United Technologies Corp. 7.50%	45,700		2,501
Road & Rail - 0.4%
Genesee & Wyoming, Inc. 5.00%	62,000		6,827
TOTAL INDUSTRIALS			9,328
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $447,121)		429,482

Floating Rate Loans - 0.6%
	Principal Amount (000s)
INDUSTRIALS - 0.6%
Airlines - 0.6%
US Airways Group, Inc. term loan 2.709% 3/23/14 (e) (Cost $9,859)	$ 10,692	10,505

Money Market Funds - 4.0%
	Shares
Fidelity Cash Central Fund, 0.19% (b) (Cost $70,989)	70,988,901		70,989
TOTAL INVESTMENT PORTFOLIO - 99.4% (Cost $1,760,095)			1,780,811
NET OTHER ASSETS (LIABILITIES) - 0.6%			9,988
NET ASSETS - 100%		$ 1,790,799

Legend

(a) Non-income producing

(c) Security initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

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

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
HMH Holdings, Inc. warrants 3/9/17	3/9/10	$ 48
HMH Holdings, Inc. warrants 6/22/19	6/22/12	$ 1

* Amount represents less than $1,000.

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 124

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Ambassadors International, Inc.	$ 8	$ -	$ 1	$ -	$ -

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 153,326	$ 138,835	$ 14,486	$ 5
Consumer Staples	24,079	-	24,079	-
Energy	36	36	-	-
Financials	268,097	259,207	8,890	-
Health Care	36,817	36,817	-	-
Industrials	17,803	17,803	-	-
Information Technology	25,040	25,040	-	-
Corporate Bonds	1,174,119	-	1,174,119	-
Floating Rate Loans	10,505	-	10,505	-
Money Market Funds	70,989	70,989	-	-
Total Investments in Securities:	$ 1,780,811	$ 548,727	$ 1,232,079	$ 5

The composition of credit quality ratings as a percentage of net assets is as follows (Unaudited):

AAA,AA,A	2.8%
BBB	12.6%
BB	15.5%
B	20.5%
CCC,CC,C	6.8%
Not Rated	7.9%
Equities	29.3%
Short-Term Investments and Net Other Assets	4.6%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	November 30, 2012

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $1,689,106)	$ 1,709,822
Fidelity Central Funds (cost $70,989)	70,989
Total Investments (cost $1,760,095)		$ 1,780,811
Cash		25
Receivable for fund shares sold		570
Dividends receivable		4,561
Interest receivable		8,929
Distributions receivable from Fidelity Central Funds		8
Prepaid expenses		5
Total assets		1,794,909

Liabilities
Payable for fund shares redeemed	$ 3,007
Accrued management fee	703
Transfer agent fee payable	269
Distribution and service plan fees payable	18
Other affiliated payables	47
Other payables and accrued expenses	66
Total liabilities		4,110

Net Assets		$ 1,790,799
Net Assets consist of:
Paid in capital		$ 1,821,190
Undistributed net investment income		22,265
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(73,372)
Net unrealized appreciation (depreciation) on investments		20,716
Net Assets		$ 1,790,799

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	November 30, 2012

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($25,567 ÷ 1,019.41 shares)		$ 25.08

Maximum offering price per share (100/94.25 of $25.08)		$ 26.61
Class T : Net Asset Value and redemption price per share ($4,368 ÷ 174.10 shares)		$ 25.09

Maximum offering price per share (100/96.50 of $25.09)		$ 26.00
Class B : Net Asset Value and offering price per share ($931 ÷ 37.18 shares) ^A		$ 25.04

Class C : Net Asset Value and offering price per share ($12,318 ÷ 493.37 shares) ^A		$ 24.97

Convertible Securities : Net Asset Value , offering price and redemption price per share ($1,733,320 ÷ 68,896.91 shares)		$ 25.16

Institutional Class : Net Asset Value , offering price and redemption price per share ($14,295 ÷ 568.85 shares)		$ 25.13

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended November 30, 2012

Investment Income
Dividends		$ 27,213
Interest		47,342
Income from Fidelity Central Funds		124
Total income		74,679

Expenses
Management fee Basic fee	$ 8,922
Performance adjustment	1,482
Transfer agent fees	3,524
Distribution and service plan fees	238
Accounting fees and expenses	593
Custodian fees and expenses	24
Independent trustees' compensation	13
Registration fees	134
Audit	77
Legal	19
Miscellaneous	23
Total expenses before reductions	15,049
Expense reductions	(14 )	15,035
Net investment income (loss)		59,644
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	94,280
Other affiliated issuers	(4,639)
Foreign currency transactions	63
Total net realized gain (loss)		89,704
Change in net unrealized appreciation (depreciation) on: Investment securities		88,621
Net gain (loss)		178,325
Net increase (decrease) in net assets resulting from operations		$ 237,969

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended November 30, 2012	Year ended November 30, 2011
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 59,644	$ 75,374
Net realized gain (loss)	89,704	137,050
Change in net unrealized appreciation (depreciation)	88,621	(266,196 )
Net increase (decrease) in net assets resulting from operations	237,969	(53,772 )
Distributions to shareholders from net investment income	(59,846 )	(76,767 )
Share transactions - net increase (decrease)	(365,491 )	(212,577 )
Total increase (decrease) in net assets	(187,368)	(343,116)

Net Assets
Beginning of period	1,978,167	2,321,283
End of period (including undistributed net investment income of $22,265 and undistributed net investment income of $23,529, respectively)	$ 1,790,799	$ 1,978,167

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

Annual Report

Financial Highlights - Class A

Years ended November 30,	2012	2011	2010	2009 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 22.85	$ 24.22	$ 21.25	$ 12.79
Income from Investment Operations
Net investment income (loss) ^E	.68	.72	.75	.58
Net realized and unrealized gain (loss)	2.22	(1.34 )	3.01	8.53
Total from investment operations	2.90	(.62 )	3.76	9.11
Distributions from net investment income	(.67 )	(.75 )	(.79 )	(.65 )
Net asset value, end of period	$ 25.08	$ 22.85	$ 24.22	$ 21.25
Total Return ^B,C,D	12.87%	(2.79)%	18.05%	72.83%
Ratios to Average Net Assets ^F,I
Expenses before reductions	1.04%	.88%	.87%	1.04% ^A
Expenses net of fee waivers, if any	1.04%	.88%	.87%	1.04% ^A
Expenses net of all reductions	1.04%	.88%	.87%	1.04% ^A
Net investment income (loss)	2.79%	2.84%	3.29%	3.70% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 26	$ 33	$ 19	$ 6
Portfolio turnover rate ^G	20%	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Class T

Years ended November 30,	2012	2011	2010	2009 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 22.87	$ 24.23	$ 21.25	$ 12.79
Income from Investment Operations
Net investment income (loss) ^E	.60	.65	.69	.57
Net realized and unrealized gain (loss)	2.22	(1.34 )	3.01	8.52
Total from investment operations	2.82	(.69 )	3.70	9.09
Distributions from net investment income	(.60 )	(.67 )	(.72 )	(.63 )
Net asset value, end of period	$ 25.09	$ 22.87	$ 24.23	$ 21.25
Total Return ^B,C,D	12.48%	(3.07)%	17.74%	72.60%
Ratios to Average Net Assets ^F,I
Expenses before reductions	1.36%	1.18%	1.13%	1.25% ^A
Expenses net of fee waivers, if any	1.36%	1.18%	1.13%	1.25% ^A
Expenses net of all reductions	1.36%	1.17%	1.13%	1.25% ^A
Net investment income (loss)	2.47%	2.55%	3.03%	3.83% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 4	$ 5	$ 4	$ 2
Portfolio turnover rate ^G	20%	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Class B

Years ended November 30,	2012	2011	2010	2009 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 22.82	$ 24.17	$ 21.22	$ 12.79
Income from Investment Operations
Net investment income (loss) ^E	.47	.51	.56	.50
Net realized and unrealized gain (loss)	2.22	(1.34 )	3.01	8.51
Total from investment operations	2.69	(.83 )	3.57	9.01
Distributions from net investment income	(.47 )	(.52 )	(.62 )	(.58 )
Net asset value, end of period	$ 25.04	$ 22.82	$ 24.17	$ 21.22
Total Return ^B,C,D	11.91%	(3.59)%	17.08%	71.85%
Ratios to Average Net Assets ^F,I
Expenses before reductions	1.88%	1.73%	1.69%	1.78% ^A
Expenses net of fee waivers, if any	1.88%	1.73%	1.69%	1.78% ^A
Expenses net of all reductions	1.88%	1.73%	1.69%	1.78% ^A
Net investment income (loss)	1.95%	2.00%	2.47%	3.41% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 1	$ 1	$ 1	$ 1
Portfolio turnover rate ^G	20%	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Class C

Years ended November 30,	2012	2011	2010	2009 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 22.75	$ 24.14	$ 21.20	$ 12.79
Income from Investment Operations
Net investment income (loss) ^E	.49	.51	.56	.47
Net realized and unrealized gain (loss)	2.22	(1.33 )	3.01	8.53
Total from investment operations	2.71	(.82 )	3.57	9.00
Distributions from net investment income	(.49 )	(.57 )	(.63 )	(.59 )
Net asset value, end of period	$ 24.97	$ 22.75	$ 24.14	$ 21.20
Total Return ^B,C,D	12.01%	(3.57)%	17.13%	71.81%
Ratios to Average Net Assets ^F,I
Expenses before reductions	1.82%	1.67%	1.66%	1.80% ^A
Expenses net of fee waivers, if any	1.82%	1.67%	1.66%	1.80% ^A
Expenses net of all reductions	1.82%	1.67%	1.66%	1.80% ^A
Net investment income (loss)	2.01%	2.06%	2.50%	3.17% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 12	$ 13	$ 5	$ 2
Portfolio turnover rate ^G	20%	24%	28%	31%

^A Annualized

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

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

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

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

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

^H For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Financial Highlights - Convertible Securities

Years ended November 30,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 22.92	$ 24.29	$ 21.30	$ 13.55	$ 28.71
Income from Investment Operations
Net investment income (loss) ^B	.75	.79	.81	.96	.76
Net realized and unrealized gain (loss)	2.23	(1.35 )	3.02	7.78	(14.43 )
Total from investment operations	2.98	(.56 )	3.83	8.74	(13.67 )
Distributions from net investment income	(.74)	(.81)	(.84)	(.99)	(.64)
Distributions from net realized gain	-	-	-	-	(.85 )
Total distributions	(.74 )	(.81 )	(.84 )	(.99 )	(1.49 )
Net asset value, end of period	$ 25.16	$ 22.92	$ 24.29	$ 21.30	$ 13.55
Total Return ^A	13.20%	(2.54)%	18.37%	67.65%	(50.09)%
Ratios to Average Net Assets ^C,E
Expenses before reductions	.76%	.61%	.59%	.70%	.78%
Expenses net of fee waivers, if any	.76%	.61%	.59%	.69%	.78%
Expenses net of all reductions	.76%	.61%	.59%	.69%	.78%
Net investment income (loss)	3.07%	3.12%	3.57%	5.59%	3.06%
Supplemental Data
Net assets, end of period (in millions)	$ 1,733	$ 1,904	$ 2,287	$ 2,340	$ 1,439
Portfolio turnover rate ^D	20%	24%	28%	31%	39%

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

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

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

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

Annual Report

Financial Highlights - Institutional Class

Years ended November 30,	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 22.90	$ 24.27	$ 21.29	$ 12.79
Income from Investment Operations
Net investment income (loss) ^D	.74	.77	.80	.63
Net realized and unrealized gain (loss)	2.22	(1.33 )	3.02	8.54
Total from investment operations	2.96	(.56 )	3.82	9.17
Distributions from net investment income	(.73 )	(.81 )	(.84 )	(.67 )
Net asset value, end of period	$ 25.13	$ 22.90	$ 24.27	$ 21.29
Total Return ^B,C	13.11%	(2.55)%	18.34%	73.31%
Ratios to Average Net Assets ^E,H
Expenses before reductions	.80%	.65%	.60%	.73% ^A
Expenses net of fee waivers, if any	.80%	.65%	.60%	.73% ^A
Expenses net of all reductions	.80%	.65%	.60%	.73% ^A
Net investment income (loss)	3.03%	3.07%	3.56%	4.19% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 14	$ 23	$ 6	$ 3
Portfolio turnover rate ^F	20%	24%	28%	31%

^A Annualized

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

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

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

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

^G For the period February 19, 2009 (commencement of sale of shares) to November 30, 2009.

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

Annual Report

Notes to Financial Statements

For the period ended November 30, 2012

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

3. Significant Accounting Policies.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

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

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 196,887
Gross unrealized depreciation	(165,112 )
Net unrealized appreciation (depreciation) on securities and other investments	$ 31,775

Tax Cost	$ 1,749,036

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

Undistributed ordinary income	$ 11,134
Capital loss carryforward	$ (73,032 )
Net unrealized appreciation (depreciation)	$ 31,775

Fiscal year of expiration
2017	$ (73,032 )

The tax character of distributions paid was as follows:

	November 30, 2012	November 30, 2011
Ordinary Income	$ 59,846	$ 76,767

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $364,233 and $743,284, respectively.

5. Fees and Other Transactions with Affiliates.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 75	$ 2
Class T	.25%	.25%	24	-*
Class B	.75%	.25%	11	8
Class C	.75%	.25%	128	43
			$ 238	$ 53

* Amount represents sixty dollars

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

	Retained by FDC
Class A	$ 16
Class T	2
Class B *	4
Class C *	3
	$ 25

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Class A	$ 64	.21
Class T	13	.28
Class B	3	.30
Class C	31	.24
Convertible Securities	3,367	.18
Institutional Class	46	.22
	$ 3,524

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

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Expense Reductions.

Annual Report

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended November 30,	2012	2011
From net investment income
Class A	$ 865	$ 964
Class T	117	145
Class B	22	26
Class C	260	253
Convertible Securities	57,928	74,771
Institutional Class	654	608
Total	$ 59,846	$ 76,767

9. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended November 30,	2012	2011	2012	2011
Class A
Shares sold	480	1,463	$ 11,783	$ 38,298
Reinvestment of distributions	27	28	640	713
Shares redeemed	(929 )	(828 )	(22,024 )	(20,357 )
Net increase (decrease)	(422 )	663	$ (9,601 )	$ 18,654
Class T
Shares sold	56	206	$ 1,360	$ 5,378
Reinvestment of distributions	4	6	107	140
Shares redeemed	(83 )	(160 )	(2,026 )	(3,916 )
Net increase (decrease)	(23 )	52	$ (559 )	$ 1,602
Class B
Shares sold	6	21	$ 170	$ 566
Reinvestment of distributions	1	1	16	18
Shares redeemed	(19 )	(21 )	(471 )	(527 )
Net increase (decrease)	(12 )	1	$ (285 )	$ 57
Class C
Shares sold	193	542	$ 4,749	$ 14,072
Reinvestment of distributions	8	8	188	187
Shares redeemed	(264 )	(204 )	(6,350 )	(4,875 )
Net increase (decrease)	(63 )	346	$ (1,413 )	$ 9,384
Convertible Securities
Shares sold	9,218	20,504	$ 227,133	$ 533,363
Reinvestment of distributions	2,124	2,642	51,180	66,219
Shares redeemed	(25,498 )	(34,235 )	(621,362 )	(862,374 )
Net increase (decrease)	(14,156 )	(11,089 )	$ (343,049 )	$ (262,792 )
Institutional Class
Shares sold	712	1,454	$ 17,355	$ 37,674
Reinvestment of distributions	17	16	397	391
Shares redeemed	(1,164 )	(719 )	(28,336 )	(17,547 )
Net increase (decrease)	(435 )	751	$ (10,584 )	$ 20,518

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

10. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Financial Trust and the Shareholders of Fidelity Convertible Securities Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Convertible Securities Fund (a fund of Fidelity Financial Trust) at November 30, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Convertible Securities Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at November 30, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

January 22, 2013

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

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

Interested Trustees *:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience ⁺
James C. Curvey (77)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (55)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Annual Report

Independent Trustees :

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience ⁺
Dennis J. Dirks (64)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (59)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (68)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (68)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (62)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (68)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (73)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is a Director of Univar Inc. (global distributor of commodity and specialty chemicals, Chairman from 2010-May 2012 and Lead Director from May 2012-present), Teradata Corporation (data warehousing and technology solutions, 2008-present), Maersk Inc. (industrial conglomerate), and Tyco International, Ltd. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012).
David M. Thomas (63)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (62)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Advisory Board Members and Executive Officers :

Name, Age; Principal Occupation
Peter S. Lynch (68)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
David A. Rosow (70)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Chairman and Chief Executive Officer of International Golf Group, Inc. (golf course development, 1989-present). Previously, Mr. Rosow served as Chairman and Chief Executive Officer of Rosow & Company, Inc. (private investment company, 1989-2011), a Lead Director of Hudson United Bancorp (2001-2006) and as a Director of TD Banknorth (1996-2006). In addition, Mr. Rosow is a member (2008-present) and President (2009-present) of the Town Council of Palm Beach, Florida.
Garnett A. Smith (65)
	Year of Election or Appointment: 2012 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Prior to Mr. Smith's retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith is a board member of the Jackson Hole Land Trust (2009-present).
Kenneth B. Robins (43)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (47)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (48)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (44)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (43)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Elizabeth Paige Baumann (44)
	Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC (2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
Christine Reynolds (54)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (44)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), Fidelity Management & Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., Fidelity Management & Research (Hong Kong), and Strategic Advisers, Inc. (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments.
Joseph F. Zambello (55)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice Presidentof FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (45)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephen Sadoski (41)
	Year of Election or Appointment: 2012 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Assistant Treasurer of other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).
Stephanie J. Dorsey (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Assistant Treasurer (2012-present) and Deputy Treasurer (2008-present) of other Fidelity funds and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (54)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (54)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (44)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

A total of 0.04% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund designates 3%, 1%, 1%, and 1% of the dividends distributed in December 2011, April, July, and October 2012, respectively during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Convertible Securities Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance . The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2011, as available, the cumulative total returns of the retail class and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of the retail class and Class B show the performance of the highest performing class (based on five-year performance) and the lowest performing class (based on one-year performance), respectively. The box within each chart shows the 25th percentile return (top of box) and the 75th percentile return (bottom of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity Convertible Securities Fund

ACI70070

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Management Fee . The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 14% means that 86% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Fidelity Convertible Securities Fund

ACI70072

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

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

ACVSI-UANN-0113
1.884058.103

Item 2. Code of Ethics

As of the end of the period, November 30, 2012, Fidelity Financial Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Joseph Mauriello is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Mauriello is independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by PricewaterhouseCoopers LLP ("PwC") in each of the last two fiscal years for services rendered to Fidelity Convertible Securities Fund, Fidelity Equity Dividend Income Fund, and Fidelity Independence Fund (the "Funds"):

Services Billed by PwC

November 30, 2012 Fees ^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Convertible Securities Fund	$70,000	$-	$3,300	$2,300
Fidelity Equity Dividend Income Fund	$62,000	$-	$4,300	$3,500
Fidelity Independence Fund	$60,000	$-	$3,500	$3,000

November 30, 2011 Fees ^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Convertible Securities Fund	$71,000	$-	$3,300	$2,700
Fidelity Equity Dividend Income Fund	$62,000	$-	$4,300	$3,900
Fidelity Independence Fund	$61,000	$-	$3,300	$3,500

^A Amounts may reflect rounding.

The following table presents fees billed by PwC that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fidelity Management & Research Company ("FMR") and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds ("Fund Service Providers"):

Services Billed by PwC

	November 30, 2012 ^A	November 30, 2011 ^A
Audit-Related Fees	$5,130,000	$3,505,000
Tax Fees	$-	$-
All Other Fees	$-	$-

^A Amounts may reflect rounding.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by PwC for services rendered to the Funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Funds are as follows:

Billed By	November 30, 2012 ^A	November 30, 2011 ^A
PwC	$6,060,000	$5,265,000

^A Amounts may reflect rounding.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC to Fund Service Providers to be compatible with maintaining the independence of PwC in its audit of the Funds, taking into account representations from PwC, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Funds and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust's Audit Committee must pre-approve all audit and non-audit services provided by a fund's independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds' last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the trust's Board of Trustees.

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

(a)	(1)	Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
(a)	(2)	Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
(a)	(3)	Not applicable.
(b)		Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

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

Fidelity Financial Trust

By:	/s/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer

Date:	January 25, 2013

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/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer

Date:	January 25, 2013

By:	/s/Christine Reynolds
	Christine Reynolds
	Chief Financial Officer

Date:	January 25, 2013

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Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments November 30, 2012

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Independence

Financial Highlights - Class K

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Board Approval of Investment Advisory Contracts and Management Fees

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments November 30, 2012

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Fidelity Equity Dividend Income

Financial Highlights - Class K

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Board Approval of Investment Advisory Contracts and Management Fees

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments November 30, 2012

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Independence

Financial Highlights - Class K

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Board Approval of Investment Advisory Contracts and Management Fees

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments November 30, 2012

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Fidelity Equity Dividend Income

Financial Highlights - Class K

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Board Approval of Investment Advisory Contracts and Management Fees

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example