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 811-02841

Fidelity Capital Trust

(Exact name of registrant as specified in charter)

245 Summer St., Boston, Massachusetts 02210

(Address of principal executive offices) (Zip code)

Cynthia Lo Bessette, Secretary

245 Summer St.

Boston, Massachusetts 02210

(Name and address of agent for service)

Registrant's telephone number, including area code:

617-563-7000


Date of fiscal year end:	October 31

Date of reporting period:	October 31, 2019

Item 1.

Reports to Stockholders

Fidelity® Value Fund

Annual Report

October 31, 2019

See the inside front cover for important information about access to your fund’s shareholder reports.

Fidelity Investments

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of a fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the fund or from your financial intermediary, such as a financial advisor, broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

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Contents

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

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 if you’re an individual investing directly with Fidelity, call 1-800-835-5092 if you’re a plan sponsor or participant with Fidelity as your recordkeeper or call 1-877-208-0098 on institutional accounts or if you’re an advisor or invest through one 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.

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-PORT. Forms N-PORT are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-PORT may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

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

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The hypothetical investment and the average annual total 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

For the periods ended October 31, 2019	Past 1 year	Past 5 years	Past 10 years
Fidelity® Value Fund	9.31%	5.28%	11.54%
Class K	9.43%	5.38%	11.67%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Value Fund, a class of the fund, on October 31, 2009.

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

	Period Ending Values
	$29,797	Fidelity® Value Fund - Fidelity® Value Fund
	$33,652	Russell Midcap® Value Index

Management's Discussion of Fund Performance

Market Recap: The S&P 500^® index gained 14.33% for the 12 months ending October 31, 2019, ending the period just shy of a record close after seesawing due to trade tension, interest rates, economic data and an inverted yield curve, among other factors. Upbeat company earnings and outlooks, along with signs the Federal Reserve may pause on rates, boosted stocks to an all-time high on April 30. In May, however, volatility spiked and the index sunk as trade negotiations between the U.S. and China broke down. The bull market roared back in June and recorded a series of highs in July, when the Fed, affirming a dovish shift in policy, cut interest rates for the first time since 2008. Volatility intensified in August, however, as the U.S. Treasury yield curve inverted for the first time since 2007, which some investors viewed as a sign the U.S. economy could be heading for recession. The market proved resilient, rising in the final two months and reaching a new high on October 30, when the Fed cut interest rates for the third time this year. For the full 12 months, the defensive real estate (+27%) and utilities (+24%) sectors led the way, followed by information technology (+23%). Communication services and consumer discretionary each gained about 16%, while industrials advanced 15%. In contrast, energy (-11%) was by far the weakest sector – slipping on lower oil prices. Other notable laggards included health care (+9%) and financials (+12%). Lastly, consumer staples and materials finished roughly in line with the index.

Comments from Lead Portfolio Manager Matthew Friedman: For the fiscal year, the fund’s share classes gained about 9%, trailing the 10.08% advance of the benchmark Russell Midcap^® Value Index. Versus the benchmark, sector positioning detracted the past 12 months, most notably an overweighting in energy and underweightings in real estate and utilities. Security selection in information technology also hurt. I'll note that security selection overall contributed to our relative result, led by our picks in energy and financials. The largest individual relative detractor was Encana, as our non-benchmark position in the natural gas exploration and production company returned -61% this period amid lower prices for natural gas. An overweighting in DXC Technology (-62%) also hurt. Shares of the IT services provider fell sharply in August after the company slashed its full-year revenue guidance. Conversely, the fund’s non-benchmark stake in Medicines gained roughly 118% and was the top contributor. The stock was boosted by positive late-stage trials of the company's therapy to treat low-density lipoprotein (LDL) cholesterol. A sizable non-benchmark investment in Equinix (+52%), a real estate firm that specializes in internet connection and data centers, was another noteworthy relative contributor this period.

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

Investment Summary (Unaudited)

Top Ten Stocks as of October 31, 2019

	% of fund's net assets
Sempra Energy	2.1
Vistra Energy Corp.	1.8
FirstEnergy Corp.	1.3
Entergy Corp.	1.2
CubeSmart	1.1
Olin Corp.	1.0
HD Supply Holdings, Inc.	1.0
Tyson Foods, Inc. Class A	1.0
Nielsen Holdings PLC	1.0
SunTrust Banks, Inc.	1.0
	12.5

Top Five Market Sectors as of October 31, 2019

	% of fund's net assets
Industrials	18.1
Financials	14.1
Consumer Discretionary	11.4
Materials	9.2
Real Estate	8.9

Asset Allocation (% of fund's net assets)

As of October 31, 2019^*
	Stocks	99.6%
	Short-Term Investments and Net Other Assets (Liabilities)	0.4%

* Foreign investments - 17.6%

Schedule of Investments October 31, 2019

Showing Percentage of Net Assets

Common Stocks - 99.6%
	Shares	Value (000s)
COMMUNICATION SERVICES - 2.5%
Diversified Telecommunication Services - 0.6%
GCI Liberty, Inc. (a)	574,200	$40,183
Media - 1.9%
DISH Network Corp. Class A (a)	976,700	33,579
Liberty Global PLC Class C (a)	1,634,200	39,008
Nexstar Broadcasting Group, Inc. Class A	585,000	56,915
		129,502

TOTAL COMMUNICATION SERVICES		169,685

CONSUMER DISCRETIONARY - 11.4%
Auto Components - 0.2%
American Axle & Manufacturing Holdings, Inc. (a)	1,808,900	15,122
Automobiles - 0.2%
Bayerische Motoren Werke AG (BMW)	206,400	15,817
Distributors - 0.7%
LKQ Corp. (a)	1,489,700	50,635
Diversified Consumer Services - 0.4%
Laureate Education, Inc. Class A (a)	1,593,900	24,634
Hotels, Restaurants & Leisure - 1.5%
Eldorado Resorts, Inc. (a)	1,313,665	58,813
Hilton Grand Vacations, Inc. (a)	460,219	15,983
International Game Technology PLC	2,008,100	26,587
		101,383
Household Durables - 1.9%
D.R. Horton, Inc.	613,000	32,103
Mohawk Industries, Inc. (a)	419,700	60,177
Whirlpool Corp.	244,000	37,117
		129,397
Internet & Direct Marketing Retail - 1.1%
eBay, Inc.	1,267,564	44,682
Liberty Interactive Corp. QVC Group Series A (a)	2,959,500	28,234
		72,916
Leisure Products - 1.2%
Brunswick Corp.	789,100	45,957
Mattel, Inc. (a)(b)	2,223,400	26,547
Vista Outdoor, Inc. (a)	1,075,300	7,205
		79,709
Specialty Retail - 2.5%
L Brands, Inc.	1,613,600	27,496
Lithia Motors, Inc. Class A (sub. vtg.)	97,300	15,323
Lowe's Companies, Inc.	351,500	39,231
Michaels Companies, Inc. (a)(b)	2,839,600	24,790
Sally Beauty Holdings, Inc. (a)	1,432,500	22,204
Signet Jewelers Ltd. (b)	667,600	10,708
Urban Outfitters, Inc. (a)	1,095,500	31,441
		171,193
Textiles, Apparel & Luxury Goods - 1.7%
Capri Holdings Ltd. (a)	1,117,800	34,730
PVH Corp.	504,800	43,998
Tapestry, Inc.	1,571,200	40,631
		119,359

TOTAL CONSUMER DISCRETIONARY		780,165

CONSUMER STAPLES - 6.9%
Food & Staples Retailing - 0.7%
U.S. Foods Holding Corp. (a)	1,176,600	46,676
Food Products - 4.2%
B&G Foods, Inc. Class A (b)	897,000	13,948
Bunge Ltd.	286,900	15,493
Conagra Brands, Inc.	2,074,300	56,110
Darling International, Inc. (a)	2,664,800	51,431
Nomad Foods Ltd. (a)	1,278,917	24,952
The Kraft Heinz Co.	897,700	29,023
TreeHouse Foods, Inc. (a)	540,600	29,203
Tyson Foods, Inc. Class A	829,600	68,683
		288,843
Household Products - 0.8%
Energizer Holdings, Inc.	200,300	8,511
Spectrum Brands Holdings, Inc.	901,600	45,269
		53,780
Personal Products - 0.5%
Edgewell Personal Care Co. (a)	1,018,100	35,634
Tobacco - 0.7%
Altria Group, Inc.	1,011,700	45,314

TOTAL CONSUMER STAPLES		470,247

ENERGY - 7.9%
Energy Equipment & Services - 0.7%
Baker Hughes, A GE Co. Class A	1,616,871	34,601
Halliburton Co.	551,700	10,620
		45,221
Oil, Gas & Consumable Fuels - 7.2%
Cabot Oil & Gas Corp.	430,500	8,025
Cenovus Energy, Inc. (Canada)	5,038,588	42,922
Cheniere Energy, Inc. (a)	915,900	56,374
Concho Resources, Inc.	344,700	23,274
Devon Energy Corp.	664,600	13,478
Encana Corp.	1,351,746	5,312
Encana Corp. (Toronto)	7,994,469	31,320
Enterprise Products Partners LP	477,600	12,432
Golar LNG Ltd.	1,552,348	21,376
Hess Corp.	751,500	49,411
Magnolia Oil & Gas Corp. Class A (a)	1,575,800	15,474
Marathon Petroleum Corp.	871,399	55,726
Noble Energy, Inc.	2,936,100	56,549
Teekay LNG Partners LP	2,063,980	29,701
Teekay Offshore Partners LP	11,287,527	17,383
Valero Energy Corp.	469,800	45,561
WPX Energy, Inc. (a)	1,112,600	11,104
		495,422

TOTAL ENERGY		540,643

FINANCIALS - 14.1%
Banks - 3.8%
East West Bancorp, Inc.	681,800	29,263
First Citizens Bancshares, Inc.	95,892	47,171
PNC Financial Services Group, Inc.	284,900	41,795
Signature Bank	297,100	35,153
SunTrust Banks, Inc.	948,000	64,786
U.S. Bancorp	719,715	41,038
		259,206
Capital Markets - 5.0%
Ameriprise Financial, Inc.	378,900	57,172
Apollo Global Management LLC Class A	1,271,032	52,316
Donnelley Financial Solutions, Inc. (a)	1,626,479	18,379
E*TRADE Financial Corp.	617,900	25,822
Lazard Ltd. Class A	1,261,300	47,084
LPL Financial	433,300	35,028
Northern Trust Corp.	437,131	43,573
Raymond James Financial, Inc.	396,300	33,087
Tullett Prebon PLC	6,040,886	26,832
		339,293
Consumer Finance - 2.8%
Capital One Financial Corp.	531,291	49,543
OneMain Holdings, Inc.	1,121,000	44,840
SLM Corp.	5,030,096	42,454
Synchrony Financial	1,512,200	53,487
		190,324
Diversified Financial Services - 0.2%
ECN Capital Corp.	5,087,700	16,803
Insurance - 2.3%
AMBAC Financial Group, Inc. (a)	2,040,459	41,829
American International Group, Inc.	575,000	30,452
Chubb Ltd.	146,048	22,261
FNF Group	384,400	17,621
The Travelers Companies, Inc.	364,100	47,719
		159,882

TOTAL FINANCIALS		965,508

HEALTH CARE - 6.6%
Biotechnology - 0.6%
Alexion Pharmaceuticals, Inc. (a)	382,800	40,347
The Medicines Company (a)	84,500	4,435
		44,782
Health Care Equipment & Supplies - 0.3%
Dentsply Sirona, Inc.	82,000	4,492
The Cooper Companies, Inc.	22,800	6,635
Zimmer Biomet Holdings, Inc.	85,746	11,853
		22,980
Health Care Providers & Services - 3.4%
AmerisourceBergen Corp.	117,200	10,007
Cardinal Health, Inc.	140,600	6,953
Centene Corp. (a)	1,006,500	53,425
Cigna Corp.	269,500	48,095
Henry Schein, Inc. (a)	56,200	3,517
Humana, Inc.	118,900	34,980
Laboratory Corp. of America Holdings (a)	82,700	13,626
MEDNAX, Inc. (a)	822,600	18,064
Molina Healthcare, Inc. (a)	23,100	2,717
Premier, Inc. (a)	1,101,900	35,900
Universal Health Services, Inc. Class B	31,200	4,289
		231,573
Health Care Technology - 0.5%
Change Healthcare, Inc. (b)	2,357,400	31,165
Life Sciences Tools & Services - 0.6%
Agilent Technologies, Inc.	111,100	8,416
Avantor, Inc.	533,300	7,578
Bio-Rad Laboratories, Inc. Class A (a)	34,600	11,474
IQVIA Holdings, Inc. (a)	67,100	9,691
PerkinElmer, Inc.	44,700	3,842
		41,001
Pharmaceuticals - 1.2%
Bayer AG	486,100	37,710
Jazz Pharmaceuticals PLC (a)	347,367	43,640
Mylan NV (a)	135,600	2,597
		83,947

TOTAL HEALTH CARE		455,448

INDUSTRIALS - 18.1%
Aerospace & Defense - 1.2%
Bombardier, Inc. Class B (sub. vtg.) (a)	9,552,800	12,040
General Dynamics Corp.	185,100	32,726
Huntington Ingalls Industries, Inc.	180,200	40,664
		85,430
Air Freight & Logistics - 0.5%
FedEx Corp.	235,100	35,890
Airlines - 1.5%
American Airlines Group, Inc.	2,026,317	60,911
JetBlue Airways Corp. (a)	2,360,299	45,554
		106,465
Building Products - 0.3%
Jeld-Wen Holding, Inc. (a)	664,500	11,356
Owens Corning	153,800	9,425
		20,781
Commercial Services & Supplies - 0.7%
The Brink's Co.	550,100	46,736
Construction & Engineering - 2.6%
AECOM (a)	1,452,879	58,130
Arcadis NV	1,714,375	33,843
Fluor Corp.	1,499,900	24,163
Granite Construction, Inc.	746,500	17,573
Tutor Perini Corp. (a)	99,300	1,536
Williams Scotsman Corp. (a)	2,718,400	42,842
		178,087
Electrical Equipment - 1.2%
Atkore International Group, Inc. (a)	208,500	7,235
Regal Beloit Corp.	322,400	23,874
Sensata Technologies, Inc. PLC (a)	1,003,806	51,385
		82,494
Industrial Conglomerates - 0.8%
General Electric Co.	5,195,800	51,854
Machinery - 1.1%
Allison Transmission Holdings, Inc.	163,404	7,126
Kennametal, Inc.	110,000	3,405
SPX Corp. (a)	707,100	32,201
Welbilt, Inc. (a)	1,847,195	35,023
		77,755
Marine - 0.2%
A.P. Moller - Maersk A/S Series B	9,737	12,421
Professional Services - 2.0%
Asgn, Inc. (a)	436,400	27,751
Intertrust NV (c)	806,600	15,329
Manpower, Inc.	289,800	26,349
Nielsen Holdings PLC	3,226,300	65,042
		134,471
Road & Rail - 2.0%
Knight-Swift Transportation Holdings, Inc. Class A	1,724,400	62,872
Norfolk Southern Corp.	84,587	15,395
Ryder System, Inc.	1,188,700	57,806
		136,073
Trading Companies & Distributors - 3.5%
AerCap Holdings NV (a)	717,596	41,534
Ashtead Group PLC	1,152,431	35,051
Fortress Transportation & Infrastructure Investors LLC	2,226,938	35,297
HD Supply Holdings, Inc. (a)	1,762,674	69,696
MRC Global, Inc. (a)	867,824	9,858
Univar, Inc. (a)	2,157,100	46,291
		237,727
Transportation Infrastructure - 0.5%
Macquarie Infrastructure Co. LLC	753,800	32,519

TOTAL INDUSTRIALS		1,238,703

INFORMATION TECHNOLOGY - 6.7%
Communications Equipment - 1.0%
CommScope Holding Co., Inc. (a)	3,225,100	36,121
F5 Networks, Inc. (a)	214,100	30,848
		66,969
Electronic Equipment & Components - 0.7%
Flextronics International Ltd. (a)	4,236,200	49,775
IT Services - 2.2%
Amdocs Ltd.	419,100	27,325
Conduent, Inc. (a)	4,168,700	25,763
DXC Technology Co.	1,994,536	55,189
Econocom Group SA	5,920,326	15,438
Unisys Corp. (a)	2,353,419	24,146
		147,861
Semiconductors & Semiconductor Equipment - 1.2%
Marvell Technology Group Ltd.	1,659,600	40,478
NXP Semiconductors NV	377,100	42,869
		83,347
Software - 1.6%
Micro Focus International PLC	2,806,615	38,521
SS&C Technologies Holdings, Inc.	855,900	44,515
Totvs SA	1,943,600	30,183
		113,219

TOTAL INFORMATION TECHNOLOGY		461,171

MATERIALS - 9.2%
Chemicals - 6.0%
Axalta Coating Systems Ltd. (a)	968,678	28,566
Celanese Corp. Class A	143,339	17,366
CF Industries Holdings, Inc.	505,800	22,938
DowDuPont, Inc.	605,240	39,891
Element Solutions, Inc. (a)	2,943,800	31,970
FMC Corp.	189,825	17,369
LyondellBasell Industries NV Class A	119,729	10,740
Olin Corp.	3,842,180	70,466
Orion Engineered Carbons SA	1,898,900	31,446
The Chemours Co. LLC	2,017,100	33,101
The Mosaic Co.	2,323,500	46,191
Tronox Holdings PLC	2,823,274	23,970
Westlake Chemical Corp.	585,800	37,017
		411,031
Construction Materials - 0.5%
Martin Marietta Materials, Inc.	46,683	12,227
Summit Materials, Inc. (a)	1,116,200	25,594
		37,821
Containers & Packaging - 1.8%
Avery Dennison Corp.	99,190	12,682
Ball Corp.	106,694	7,465
Berry Global Group, Inc. (a)	669,100	27,774
Crown Holdings, Inc. (a)	654,300	47,659
Graphic Packaging Holding Co.	1,726,500	27,037
		122,617
Metals & Mining - 0.9%
Alcoa Corp. (a)	262,201	5,451
Antofagasta PLC	444,100	4,989
Barrick Gold Corp.	626,185	10,871
Constellium NV (a)	2,322,300	30,956
Steel Dynamics, Inc.	307,265	9,329
		61,596

TOTAL MATERIALS		633,065

REAL ESTATE - 8.9%
Equity Real Estate Investment Trusts (REITs) - 6.9%
Alexandria Real Estate Equities, Inc.	304,800	48,387
American Tower Corp.	181,904	39,670
CubeSmart	2,420,237	76,722
Douglas Emmett, Inc.	1,039,400	45,027
Equinix, Inc.	101,600	57,585
Equity Lifestyle Properties, Inc.	698,422	48,848
Essex Property Trust, Inc.	114,700	37,522
National Retail Properties, Inc.	697,088	41,065
Taubman Centers, Inc.	829,800	29,690
VICI Properties, Inc.	1,947,400	45,861
		470,377
Real Estate Management & Development - 2.0%
CBRE Group, Inc. (a)	914,092	48,950
Cushman & Wakefield PLC (a)	2,544,500	47,455
Howard Hughes Corp. (a)	358,100	40,043
		136,448

TOTAL REAL ESTATE		606,825

UTILITIES - 7.3%
Electric Utilities - 3.3%
Edison International	193,150	12,149
Entergy Corp.	704,800	85,619
Exelon Corp.	885,100	40,263
FirstEnergy Corp.	1,838,900	88,856
		226,887
Independent Power and Renewable Electricity Producers - 1.9%
NRG Energy, Inc.	238,333	9,562
Vistra Energy Corp.	4,555,400	123,132
		132,694
Multi-Utilities - 2.1%
Sempra Energy	972,397	140,516

TOTAL UTILITIES		500,097

TOTAL COMMON STOCKS
(Cost $6,477,137)		6,821,557
	Principal Amount (000s)	Value (000s)

U.S. Treasury Obligations - 0.0%
U.S. Treasury Bills, yield at date of purchase 1.84% to 1.94% 11/29/19 to 12/26/19 (d)
(Cost $2,814)	2,820	2,815
	Shares	Value (000s)

Money Market Funds - 1.0%
Fidelity Cash Central Fund 1.83% (e)	32,536,712	$32,543
Fidelity Securities Lending Cash Central Fund 1.84% (e)(f)	39,341,034	39,345
TOTAL MONEY MARKET FUNDS
(Cost $71,886)		71,888
TOTAL INVESTMENT IN SECURITIES - 100.6%
(Cost $6,551,837)		6,896,260
NET OTHER ASSETS (LIABILITIES) - (0.6)%		(44,062)
NET ASSETS - 100%		$6,852,198

Legend

(a) Non-income producing

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

(c) 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 $15,329,000 or 0.2% of net assets.

(d) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $165,000.

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

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

Affiliated Central Funds

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

Fund	Income earned
	(Amounts in thousands)
Fidelity Cash Central Fund	$1,796
Fidelity Securities Lending Cash Central Fund	286
Total	$2,082

Amounts in the income column in the above table include any capital gain distributions from underlying funds, which are presented in the corresponding line-item in the Statement of Operations, if applicable. Amount for Fidelity Securities Lending Cash Central Fund 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.

Investment Valuation

The following is a summary of the inputs used, as of October 31, 2019, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

	Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
(Amounts in thousands)
Investments in Securities:
Equities:
Communication Services	$169,685	$169,685	$--	$--
Consumer Discretionary	780,165	780,165	--	--
Consumer Staples	470,247	470,247	--	--
Energy	540,643	540,643	--	--
Financials	965,508	965,508	--	--
Health Care	455,448	417,738	37,710	--
Industrials	1,238,703	1,226,282	12,421	--
Information Technology	461,171	422,650	38,521	--
Materials	633,065	633,065	--	--
Real Estate	606,825	606,825	--	--
Utilities	500,097	500,097	--	--
U.S. Government and Government Agency Obligations	2,815	--	2,815	--
Money Market Funds	71,888	71,888	--	--
Total Investments in Securities:	$6,896,260	$6,804,793	$91,467	$--

Other Information

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

United States of America	82.4%
United Kingdom	5.4%
Netherlands	2.5%
Bermuda	2.3%
Canada	1.7%
Others (Individually Less Than 1%)	5.7%
	100.0%

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

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)		October 31, 2019
Assets
Investment in securities, at value (including securities loaned of $37,932) — See accompanying schedule: Unaffiliated issuers (cost $6,479,951)	$6,824,372
Fidelity Central Funds (cost $71,886)	71,888
Total Investment in Securities (cost $6,551,837)		$6,896,260
Cash		2,996
Foreign currency held at value (cost $1,207)		1,207
Receivable for investments sold		38,364
Receivable for fund shares sold		1,123
Dividends receivable		3,456
Distributions receivable from Fidelity Central Funds		148
Prepaid expenses		12
Other receivables		703
Total assets		6,944,269
Liabilities
Payable for investments purchased	$45,857
Payable for fund shares redeemed	2,845
Accrued management fee	2,550
Other affiliated payables	834
Other payables and accrued expenses	648
Collateral on securities loaned	39,337
Total liabilities		92,071
Net Assets		$6,852,198
Net Assets consist of:
Paid in capital		$6,356,000
Total accumulated earnings (loss)		496,198
Net Assets		$6,852,198
Net Asset Value and Maximum Offering Price
Value:
Net Asset Value, offering price and redemption price per share ($6,112,022 ÷ 577,355 shares)		$10.59
Class K:
Net Asset Value, offering price and redemption price per share ($740,176 ÷ 69,810 shares)		$10.60

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

Statement of Operations

Amounts in thousands		Year ended October 31, 2019
Investment Income
Dividends		$131,490
Interest		67
Income from Fidelity Central Funds (including $286 from security lending)		2,082
Total income		133,639
Expenses
Management fee
Basic fee	$36,677
Performance adjustment	(8,198)
Transfer agent fees	8,987
Accounting and security lending fees	1,170
Custodian fees and expenses	124
Independent trustees' fees and expenses	39
Registration fees	72
Audit	82
Legal	24
Interest	5
Miscellaneous	50
Total expenses before reductions	39,032
Expense reductions	(391)
Total expenses after reductions		38,641
Net investment income (loss)		94,998
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	137,023
Fidelity Central Funds	1
Foreign currency transactions	(42)
Futures contracts	(1,308)
Total net realized gain (loss)		135,674
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers	375,981
Fidelity Central Funds	1
Assets and liabilities in foreign currencies	38
Total change in net unrealized appreciation (depreciation)		376,020
Net gain (loss)		511,694
Net increase (decrease) in net assets resulting from operations		$606,692

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

Statement of Changes in Net Assets

Amounts in thousands	Year ended October 31, 2019	Year ended October 31, 2018
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$94,998	$103,610
Net realized gain (loss)	135,674	848,990
Change in net unrealized appreciation (depreciation)	376,020	(1,212,733)
Net increase (decrease) in net assets resulting from operations	606,692	(260,133)
Distributions to shareholders	(879,656)	(401,193)
Share transactions - net increase (decrease)	101,049	(731,672)
Total increase (decrease) in net assets	(171,915)	(1,392,998)
Net Assets
Beginning of period	7,024,113	8,417,111
End of period	$6,852,198	$7,024,113

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

Financial Highlights

Fidelity Value Fund

Years ended October 31,	2019	2018 ^A	2017 ^A	2016 ^A	2015 ^A
Selected Per–Share Data
Net asset value, beginning of period	$11.15	$12.19	$10.30	$11.07	$11.30
Income from Investment Operations
Net investment income (loss)^B	.14	.15	.18^C	.17	.12
Net realized and unrealized gain (loss)	.71	(.62)	1.85	.11	(.10)^D
Total from investment operations	.85	(.47)	2.03	.28	.02
Distributions from net investment income	(.12)	(.17)	(.14)	(.12)	(.09)
Distributions from net realized gain	(1.29)	(.41)	–^E	(.93)	(.16)
Total distributions	(1.41)	(.57)^F	(.14)	(1.05)	(.25)
Net asset value, end of period	$10.59	$11.15	$12.19	$10.30	$11.07
Total Return^G	9.31%	(4.14)%	19.86%	2.85%	.12%^D
Ratios to Average Net Assets^H,^I
Expenses before reductions	.58%	.58%	.58%	.62%	.79%
Expenses net of fee waivers, if any	.58%	.58%	.58%	.62%	.79%
Expenses net of all reductions	.58%	.56%	.57%	.61%	.78%
Net investment income (loss)	1.38%	1.25%	1.51%^C	1.71%	1.02%
Supplemental Data
Net assets, end of period (in millions)	$6,112	$6,181	$7,344	$6,741	$7,437
Portfolio turnover rate^J	75%	100%	73%	72%	80%

^A Per share amounts have been adjusted to reflect the impact of the 10 for 1 share split that occurred on May 11, 2018.

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

^C Net 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 1.23%.

^D Net realized and unrealized gain (loss) per share reflects proceeds received from litigation which amounted to $.01 per share. Excluding these litigation proceeds, the total return would have been .01%

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

^F Total distributions of $.57 per share is comprised of distributions from net investment income of $.165 and distributions from net realized gain of $.409 per share.

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

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

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

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

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

Fidelity Value Fund Class K

Years ended October 31,	2019	2018 ^A	2017 ^A	2016 ^A	2015 ^A
Selected Per–Share Data
Net asset value, beginning of period	$11.16	$12.21	$10.32	$11.09	$11.32
Income from Investment Operations
Net investment income (loss)^B	.15	.16	.19^C	.18	.13
Net realized and unrealized gain (loss)	.72	(.62)	1.85	.11	(.10)^D
Total from investment operations	.87	(.46)	2.04	.29	.03
Distributions from net investment income	(.13)	(.18)	(.15)	(.13)	(.10)
Distributions from net realized gain	(1.29)	(.41)	–^E	(.93)	(.16)
Total distributions	(1.43)^F	(.59)	(.15)	(1.06)	(.26)
Net asset value, end of period	$10.60	$11.16	$12.21	$10.32	$11.09
Total Return^G	9.43%	(4.11)%	19.98%	2.96%	.24%^D
Ratios to Average Net Assets^H,^I
Expenses before reductions	.49%	.48%	.48%	.50%	.68%
Expenses net of fee waivers, if any	.49%	.48%	.48%	.50%	.68%
Expenses net of all reductions	.48%	.46%	.48%	.49%	.67%
Net investment income (loss)	1.48%	1.34%	1.61%^C	1.82%	1.13%
Supplemental Data
Net assets, end of period (in millions)	$740	$844	$1,073	$922	$1,404
Portfolio turnover rate^J	75%	100%	73%	72%	80%

^A Per share amounts have been adjusted to reflect the impact of the 10 for 1 share split that occurred on May 11, 2018.

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

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

^F Total distributions of $1.43 per share is comprised of distributions from net investment income of $.132 and distributions from net realized gain of $1.293 per share.

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

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

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

Notes to Financial Statements

For the period ended October 31, 2019
(Amounts in thousands except percentages)

1. Organization.

Fidelity Value Fund (the Fund) is a fund of Fidelity Capital 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 Value 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.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date ranged from less than .005% to .01%.

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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

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

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 October 31, 2019 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 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. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan) for the Fund, certain independent Trustees have elected 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 of $536 are included in the accompanying Statement of Assets and Liabilities in other receivables and other payables and accrued expenses, respectively.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of October 31, 2019, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. 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 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. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

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

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

Gross unrealized appreciation	$990,104
Gross unrealized depreciation	(704,628)
Net unrealized appreciation (depreciation)	$285,476
Tax Cost	$6,610,784

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

Undistributed ordinary income	$62,156
Undistributed long-term capital gain	$150,695
Net unrealized appreciation (depreciation) on securities and other investments	$283,882

The tax character of distributions paid was as follows:

	October 31, 2019	October 31, 2018
Ordinary Income	$215,858	$ 302,079
Long-term Capital Gains	663,798	99,114
Total	$879,656	$ 401,193

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.

4. Derivative Instruments.

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

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

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

Equity Risk

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

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

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

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

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

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $5,063,452 and $5,747,640, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .24% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. 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 Value as compared to its benchmark index, the Russell Midcap Value Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .42% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, 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 Value, except for Class K. 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 Class-Level Average Net Assets
Value	$8,634	.14
Class K	353	.05
	$8,987

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Prior to April 1, 2019, FSC had a separate agreement with the Fund for administration of the security lending program, based on the number and duration of lending transactions. For the period, the total fees paid for accounting and administration of securities lending were equivalent to an annual rate of .02%.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $226 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 Fidelity Management & Research Company (FMR) or other affiliated entities of 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	$23,230	2.49%	$5

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

7. Committed Line of Credit.

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

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. For equity securities, lending agents are used, including National Financial Services (NFS), an affiliate of the Fund. Pursuant to a securities lending agreement, NFS will receive a fee, which is capped at 9.9% of daily lending revenue, for its services as lending agent. The Fund may lend securities to certain qualified borrowers, including NFS. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to NFS, as affiliated borrower, at period end was $7,429. Total fees paid by the Fund to NFS, as lending agent, amounted to $12. 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., and includes $11 from securities loaned to NFS, as affiliated borrower.

9. Expense Reductions.

	Expense reduction
Value	$4

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

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Year ended October 31, 2019	Year ended October 31, 2018
Distributions to shareholders
Value	$774,997	$341,788
Class K	104,659	59,405
Total	$879,656	$401,193

11. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

	Shares	Shares	Dollars	Dollars
	Year ended October 31, 2019	Year ended October 31, 2018^(a)	Year ended October 31, 2019	Year ended October 31, 2018
Value
Shares sold	35,232	16,805	$343,088	$201,914
Reinvestment of distributions	77,071	26,848	722,157	319,599
Shares redeemed	(89,380)	(91,551)	(898,938)	(1,103,877)
Net increase (decrease)	22,923	(47,898)	$166,307	$(582,364)
Class K
Shares sold	8,047	26,637	$81,588	$323,494
Reinvestment of distributions	11,170	4,987	104,659	59,405
Shares redeemed	(24,966)	(43,915)	(251,505)	(532,207)
Net increase (decrease)	(5,749)	(12,291)	$(65,258)	$(149,308)

(a) Share activity prior to May 11, 2018 has been adjusted to reflect the impact of the 10 for 1 share split that occurred on that date.

12. 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.

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Fidelity Capital Trust and Shareholders of Fidelity Value Fund:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Fidelity Value Fund (one of the funds constituting Fidelity Capital Trust, referred to hereafter as the “Fund”) as of October 31, 2019, the related statement of operations for the year ended October 31, 2019, the statement of changes in net assets for each of the two years in the period ended October 31, 2019, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2019 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended October 31, 2019 and the financial highlights for each of the five years in the period ended October 31, 2019 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2019 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 11, 2019

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

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for Michael E. Wiley, each of the Trustees oversees 298 funds. Mr. Wiley oversees 197 funds.

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

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544 if you’re an individual investing directly with Fidelity, call 1-800-835-5092 if you’re a plan sponsor or participant with Fidelity as your recordkeeper or call 1-877-208-0098 on institutional accounts or if you’re an advisor or invest through one.

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

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

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

Fidelity^® funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's high income and certain equity funds, and other Boards oversee Fidelity's investment-grade bond, money market, asset allocation, and other equity 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. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of Fidelity's risk management program for the Fidelity^® funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Trustees."

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

Mr. Curvey also serves as Trustee of other Fidelity^® funds. Mr. Curvey is Vice Chairman (2007-present) and Director of FMR LLC (diversified financial services company). In addition, Mr. Curvey is an Overseer Emeritus for the Boston Symphony Orchestra, a Director of Artis-Naples, and a Trustee of Brewster Academy in Wolfeboro, New Hampshire. Previously, Mr. Curvey served as a Director of Fidelity Research & Analysis Co. (investment adviser firm, 2009-2018), Director of Fidelity Investments Money Management, Inc. (investment adviser firm, 2009-2014) and a Director of FMR and FMR Co., Inc. (investment adviser firms, 2007-2014).

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

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

Independent Trustees:

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

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Mr. Dirks also serves as Trustee of other Fidelity^® funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008), as a member of the Independent Directors Council (IDC) Governing Council (2010-2015), and as a member of the Board of Directors for The Brookville Center for Children’s Services, Inc. (2009-2017). Mr. Dirks is a member of the Finance Committee (2016-present) and Board of Directors (2017-present) and is Treasurer (2018-present) of the Asolo Repertory Theatre.

Donald F. Donahue (1950)

Year of Election or Appointment: 2018

Trustee

Mr. Donahue also serves as a Trustee of other Fidelity^® funds. Mr. Donahue is President and Chief Executive Officer of Miranda Partners, LLC (risk consulting for the financial services industry, 2012-present). Previously, Mr. Donahue served as a Member of the Advisory Board of certain Fidelity^® funds (2015-2018) and Chief Executive Officer (2006-2012), Chief Operating Officer (2003-2006), and Managing Director, Customer Marketing and Development (1999-2003) of The Depository Trust & Clearing Corporation (financial markets infrastructure). Mr. Donahue serves as a Member (2007-present) and Co-Chairman (2016-present) of the Board of Directors of United Way of New York, Member of the Board of Directors of NYC Leadership Academy (2012-present) and Member of the Board of Advisors of Ripple Labs, Inc. (financial services, 2015-present). He also served as Chairman (2010-2012) and Member of the Board of Directors (2012-2013) of Omgeo, LLC (financial services), Treasurer of United Way of New York (2012-2016), and Member of the Board of Directors of XBRL US (financial services non-profit, 2009-2012) and the International Securities Services Association (2009-2012).

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

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

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Mr. Lautenbach also serves as Trustee of other Fidelity^® funds. Mr. Lautenbach currently serves as Chair (2018-present) and Member (2013-present) of the Board of Governors, State University System of Florida and is a member of the Council on Foreign Relations (1994-present). He is also a member and has most recently served as Chairman of the Board of Directors of Artis-Naples (2012-present). Previously, Mr. Lautenbach served as a member and then Lead Director of the Board of Directors of Eaton Corporation (diversified industrial, 1997-2016). He was also a Partner and Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007). In addition, Mr. Lautenbach also had a 30-year career with IBM (technology company) during which time he served as Senior Vice President and a member of the Corporate Executive Committee (1968-1998).

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Mr. Mauriello also serves as Trustee of other Fidelity^® funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Independent Directors Council (IDC) Governing Council (2015-present). Previously, Mr. Mauriello served as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-2018).

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

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

Garnett A. Smith (1947)

Year of Election or Appointment: 2018

Trustee

Mr. Smith also serves as Trustee of other Fidelity^® 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 served as a Member of the Advisory Board of certain Fidelity^® funds (2012-2013) and as a board member of the Jackson Hole Land Trust (2009-2012).

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Mr. Thomas also serves as Trustee of other Fidelity^® funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present) and as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication). 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), a Director of Fortune Brands, Inc. (consumer products, 2000-2011), and a member of the Board of Trustees of the University of Florida (2013-2018).

Michael E. Wiley (1950)

Year of Election or Appointment: 2018

Trustee

Mr. Wiley also serves as Trustee or Member of the Advisory Board of other Fidelity^® funds. Mr. Wiley serves as a Director of High Point Resources (exploration and production, 2005-present). Previously, Mr. Wiley served as a Director of Andeavor Corporation (independent oil refiner and marketer, 2005-2018), a Director of Andeavor Logistics LP (natural resources logistics, 2015-2018), a Director of Post Oak Bank (privately-held bank, 2004-2018), a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-2013), a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), an Advisory Director of Riverstone Holdings (private investment), a Director of Spinnaker Exploration Company (exploration and production, 2001-2005) and Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004).

Advisory Board Members and Officers:

Correspondence intended for a Member of the Advisory Board (if any) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for an officer or Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation

Vicki L. Fuller (1957)

Year of Election or Appointment: 2018

Member of the Advisory Board

Ms. Fuller also serves as Member of the Advisory Board of other Fidelity® funds. Ms. Fuller serves as a member of the Board of Directors, Audit Committee, and Nominating and Governance Committee of The Williams Companies, Inc. (natural gas infrastructure, 2018-present). Previously, Ms. Fuller served as the Chief Investment Officer of the New York State Common Retirement Fund (2012-2018) and held a variety of positions at AllianceBernstein L.P. (global asset management, 1985-2012), including Managing Director (2006-2012) and Senior Vice President and Senior Portfolio Manager (2001-2006).

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

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

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

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

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as Assistant Treasurer of other funds. Mr. Brown is an employee of Fidelity Investments (2013-present).

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

Mr. Burke also serves as Chief Financial Officer of other funds. Mr. Burke serves as Head of Investment Operations for Fidelity Fund and Investment Operations (2018-present) and is an employee of Fidelity Investments (1998-present). Previously Mr. Burke served as head of Asset Management Investment Operations (2012-2018).

William C. Coffey (1969)

Year of Election or Appointment: 2019

Assistant Secretary

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Secretary and CLO of certain funds (2018-2019); CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2018-2019); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2018-2019); CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2018-2019); and Assistant Secretary of certain funds (2009-2018).

Timothy M. Cohen (1969)

Year of Election or Appointment: 2018

Vice President

Mr. Cohen also serves as Vice President of other funds. Mr. Cohen serves as Executive Vice President of Fidelity SelectCo, LLC (2019-present), Co-Head of Equity (2018-present), a Director of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present), and is an employee of Fidelity Investments. Previously, Mr. Cohen served as Head of Global Equity Research (2016-2018), Chief Investment Officer - Equity and a Director of Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2013-2015) and as a Director of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2017).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as President and Treasurer of certain Fidelity^® funds (2013-2018). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Assistant Treasurer of certain Fidelity^® funds (2016-2018).

Pamela R. Holding (1964)

Year of Election or Appointment: 2018

Vice President

Ms. Holding also serves as Vice President of other funds. Ms. Holding serves as Executive Vice President of Fidelity SelectCo, LLC (2019-present), Co-Head of Equity (2018-present) and is an employee of Fidelity Investments (2013-present). Previously, Ms. Holding served as Chief Investment Officer of Fidelity Institutional Asset Management (2013-2018).

Cynthia Lo Bessette (1969)

Year of Election or Appointment: 2019

Secretary and Chief Legal Officer (CLO)

Ms. Lo Bessette also serves as Secretary and CLO of other funds. Ms. Lo Bessette serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2019-present); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2019-present); and CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2019-present). She is a Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2019-present), and is an employee of Fidelity Investments. Previously, Ms. Lo Bessette served as Executive Vice President, General Counsel (2016-2019) and Senior Vice President, Deputy General Counsel (2015-2016) of OppenheimerFunds (investment management company) and Deputy Chief Legal Officer (2013-2015) of Jennison Associates LLC (investment adviser firm).

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

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

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), is an employee of Fidelity Investments (2009-present), and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Assistant Treasurer (2013-2018) and Deputy Treasurer (2013-2016) of certain Fidelity^® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

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

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Wegmann also serves as Assistant Treasurer of other funds. Mr. Wegmann is an employee of Fidelity Investments (2011-present).

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 (May 1, 2019 to October 31, 2019).

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. 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

	Annualized Expense Ratio-^A	Beginning Account Value May 1, 2019	Ending Account Value October 31, 2019	Expenses Paid During Period-^B May 1, 2019 to October 31, 2019
Value	.61%
Actual		$1,000.00	$999.10	$3.07
Hypothetical-^C		$1,000.00	$1,022.13	$3.11
Class K	.51%
Actual		$1,000.00	$999.10	$2.57
Hypothetical-^C		$1,000.00	$1,022.63	$2.60

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

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

^C 5% return per year before expenses

Distributions (Unaudited)

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

	Pay Date	Record Date	Dividends	Capital Gains
Fidelity Value Fund
Value	12/09/19	12/06/19	$0.127	$0.243
Class K	12/09/19	12/06/19	$0.137	$0.243

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2019, $155,343,366, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 36% and Class K designates 35% of the dividends distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund designates 45% and Class K designates 44% 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 2020 of amounts for use in preparing 2019 income tax returns.

Fidelity Investments

VAL-ANN-1219
1.538531.122

Fidelity® Capital Appreciation Fund

Annual Report

October 31, 2019

See the inside front cover for important information about access to your fund’s shareholder reports.

Fidelity Investments

Account Type	Website	Phone Number
Brokerage, Mutual Fund, or Annuity Contracts:	fidelity.com/mailpreferences	1-800-343-3548
Employer Provided Retirement Accounts:	netbenefits.fidelity.com/preferences (choose 'no' under Required Disclosures to continue to print)	1-800-343-0860
Advisor Sold Accounts Serviced Through Your Financial Intermediary:	Contact Your Financial Intermediary	Your Financial Intermediary's phone number
Advisor Sold Accounts Serviced by Fidelity:	institutional.fidelity.com	1-877-208-0098

Contents

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

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

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

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Performance: The Bottom Line

Average Annual Total Returns

For the periods ended October 31, 2019	Past 1 year	Past 5 years	Past 10 years
Fidelity® Capital Appreciation Fund	12.24%	8.68%	13.88%
Class K	12.33%	8.79%	14.02%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Capital Appreciation Fund, a class of the fund, on October 31, 2009.

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.

	Period Ending Values
	$36,694	Fidelity® Capital Appreciation Fund - Fidelity® Capital Appreciation Fund
	$36,096	S&P 500® Index

Management's Discussion of Fund Performance

Comments from Co-Portfolio Manager Asher Anolic: For the fiscal year, the fund’s share classes returned about 12%, behind the 14.33% result of the S&P 500^® Index. Security selection overall versus the index detracted this period. Among individual stocks, the fund’s untimely positioning in consumer electronics giant Apple hurt most. Shares of Apple gained about 15%. The fund was overweighted in the company at the start of the period, which hurt because Apple shares slid after the company reported lower-than-expected shipments of its smartphone for the fourth straight quarter and warned that holiday sales for the device would not meet forecasts. Later, it hurt to be underweighted the stock as it moved higher, in part on new details about its Apple TV+ video-streaming subscription service, set to debut in November 2019. An overweighted position in bank and brokerage firm Charles Schwab (-19%) also hurt, largely on concerns about brokerage pricing competition and the impact of potentially lower interest rates later in the period. We sold our position in Schwab by period end. Conversely, the fund’s large overweighting in credit-card processing company Visa (+31%) was the fund’s biggest individual contributor. The stock continued to benefit from the long-term trend of more consumer payments being made via credit and debit cards. Software maker Microsoft (+36%), another overweighting, was the fund’s largest holding and the second-largest contributor this period.

Note to Shareholders: On March 30, 2019, former Lead Portfolio Manager Fergus Shiel retired from the firm, leaving Asher Anolic and Jason Weiner as co-managers of the fund.

Investment Summary (Unaudited)

Top Ten Stocks as of October 31, 2019

	% of fund's net assets
Microsoft Corp.	7.1
Visa, Inc. Class A	5.0
Amazon.com, Inc.	3.3
Apple, Inc.	3.1
Procter & Gamble Co.	2.6
American Tower Corp.	2.5
Adobe, Inc.	2.3
Qualcomm, Inc.	2.1
Alphabet, Inc. Class C	2.1
AbbVie, Inc.	2.1
	32.2

Top Five Market Sectors as of October 31, 2019

	% of fund's net assets
Information Technology	31.0
Consumer Discretionary	14.5
Health Care	12.6
Financials	9.6
Communication Services	8.2

Asset Allocation (% of fund's net assets)

As of October 31, 2019^*
	Stocks	99.3%
	Short-Term Investments and Net Other Assets (Liabilities)	0.7%

* Foreign investments - 15.9%

Schedule of Investments October 31, 2019

Showing Percentage of Net Assets

Common Stocks - 97.8%
	Shares	Value (000s)
COMMUNICATION SERVICES - 8.2%
Entertainment - 1.7%
Activision Blizzard, Inc.	1,089,000	$61,017
Electronic Arts, Inc. (a)	339,300	32,709
		93,726
Interactive Media & Services - 5.6%
Alphabet, Inc.:
Class A (a)	78,600	98,942
Class C (a)	91,715	115,571
Facebook, Inc. Class A (a)	361,100	69,205
Tencent Holdings Ltd.	644,900	26,159
		309,877
Wireless Telecommunication Services - 0.9%
Sprint Corp. (a)	2,589,200	16,079
T-Mobile U.S., Inc. (a)	387,700	32,047
		48,126

TOTAL COMMUNICATION SERVICES		451,729

CONSUMER DISCRETIONARY - 14.5%
Automobiles - 0.9%
Ferrari NV	293,100	46,931
Diversified Consumer Services - 0.9%
Grand Canyon Education, Inc. (a)	197,874	18,196
Laureate Education, Inc. Class A (a)	2,038,400	31,503
		49,699
Hotels, Restaurants & Leisure - 0.5%
Dalata Hotel Group PLC	4,407,729	26,054
Household Durables - 2.2%
D.R. Horton, Inc.	1,137,800	59,587
NVR, Inc. (a)	17,720	64,440
		124,027
Internet & Direct Marketing Retail - 6.5%
Alibaba Group Holding Ltd. sponsored ADR (a)	371,000	65,545
Amazon.com, Inc. (a)	102,600	182,285
Fiverr International Ltd. (b)	42,700	965
Pinduoduo, Inc. ADR (a)	143,800	5,879
The Booking Holdings, Inc. (a)	52,100	106,741
		361,415
Specialty Retail - 2.5%
Five Below, Inc. (a)	101,100	12,649
National Vision Holdings, Inc. (a)	460,700	10,965
Ross Stores, Inc.	649,900	71,275
Ulta Beauty, Inc. (a)	177,700	41,431
		136,320
Textiles, Apparel & Luxury Goods - 1.0%
Anta Sports Products Ltd.	1,199,000	11,729
Canada Goose Holdings, Inc. (a)	175,700	7,350
LVMH Moet Hennessy Louis Vuitton SE	55,300	23,616
LVMH Moet Hennessy Louis Vuitton SE	34,300	14,693
		57,388

TOTAL CONSUMER DISCRETIONARY		801,834

CONSUMER STAPLES - 6.6%
Beverages - 2.4%
Coca-Cola European Partners PLC	626,500	33,524
Keurig Dr. Pepper, Inc. (b)	1,088,300	30,647
Kweichow Moutai Co. Ltd. (A Shares)	55,300	9,256
Monster Beverage Corp. (a)	193,900	10,884
Pernod Ricard SA	269,900	49,819
		134,130
Household Products - 3.4%
Energizer Holdings, Inc. (b)	1,053,500	44,763
Procter & Gamble Co.	1,140,100	141,954
Reckitt Benckiser Group PLC	5	0
		186,717
Personal Products - 0.8%
Coty, Inc. Class A	1,160,500	13,566
Estee Lauder Companies, Inc. Class A	165,300	30,790
		44,356

TOTAL CONSUMER STAPLES		365,203

ENERGY - 1.8%
Oil, Gas & Consumable Fuels - 1.8%
Cheniere Energy, Inc. (a)	517,360	31,844
Hess Corp.	1,068,000	70,221
		102,065
FINANCIALS - 9.6%
Banks - 3.4%
Citigroup, Inc.	785,700	56,460
M&T Bank Corp.	557,700	87,297
Wells Fargo & Co.	865,900	44,706
		188,463
Capital Markets - 2.8%
CME Group, Inc.	388,256	79,884
HUB24 Ltd. (b)	1,477,196	12,540
Morningstar, Inc.	120,800	19,550
Netwealth Group Ltd.	1,898,893	11,518
The Blackstone Group LP	581,900	30,934
		154,426
Consumer Finance - 1.1%
American Express Co.	510,100	59,825
Insurance - 2.3%
American International Group, Inc.	1,420,100	75,208
Aon PLC	268,500	51,863
		127,071

TOTAL FINANCIALS		529,785

HEALTH CARE - 12.6%
Biotechnology - 2.1%
AbbVie, Inc.	1,425,200	113,375
BioNTech SE ADR (a)	135,500	2,279
		115,654
Health Care Equipment & Supplies - 3.1%
Alcon, Inc. (Switzerland) (a)	229,880	13,576
Boston Scientific Corp. (a)	1,849,400	77,120
Danaher Corp.	79,600	10,970
Haemonetics Corp. (a)	111,500	13,461
Intuitive Surgical, Inc. (a)	82,600	45,674
Penumbra, Inc. (a)	74,000	11,542
		172,343
Health Care Providers & Services - 1.0%
Guardant Health, Inc.	40,600	2,822
HealthEquity, Inc. (a)	229,800	13,050
UnitedHealth Group, Inc.	159,054	40,193
		56,065
Health Care Technology - 0.3%
Veeva Systems, Inc. Class A (a)	96,700	13,715
Life Sciences Tools & Services - 2.4%
10X Genomics, Inc. (a)	35,400	2,053
Bio-Techne Corp.	11,800	2,456
Bruker Corp.	245,222	10,912
Codexis, Inc. (a)	399,200	5,397
Mettler-Toledo International, Inc. (a)	72,400	51,038
Thermo Fisher Scientific, Inc.	204,200	61,664
		133,520
Pharmaceuticals - 3.7%
AstraZeneca PLC sponsored ADR	2,108,400	103,375
Horizon Pharma PLC (a)	967,800	27,979
Perrigo Co. PLC	633,800	33,604
Zoetis, Inc. Class A	312,863	40,021
		204,979

TOTAL HEALTH CARE		696,276

INDUSTRIALS - 5.8%
Aerospace & Defense - 0.3%
HEICO Corp. Class A	189,600	18,063
Building Products - 0.6%
Kingspan Group PLC (Ireland)	647,015	33,526
Commercial Services & Supplies - 0.6%
Copart, Inc. (a)	402,835	33,290
Edenred SA	10,900	574
		33,864
Machinery - 2.0%
Fortive Corp.	12,000	828
Gardner Denver Holdings, Inc. (a)	2,450,300	77,993
IDEX Corp.	214,900	33,423
		112,244
Professional Services - 1.6%
Equifax, Inc.	376,800	51,512
TransUnion Holding Co., Inc.	434,800	35,923
		87,435
Road & Rail - 0.7%
Knight-Swift Transportation Holdings, Inc. Class A	360,438	13,142
Norfolk Southern Corp.	6,700	1,219
Uber Technologies, Inc. (b)	652,600	20,557
		34,918

TOTAL INDUSTRIALS		320,050

INFORMATION TECHNOLOGY - 31.0%
Communications Equipment - 0.1%
ViaSat, Inc. (a)	71,200	4,901
Electronic Equipment & Components - 0.4%
Zebra Technologies Corp. Class A (a)	81,000	19,267
IT Services - 7.8%
Black Knight, Inc. (a)	814,500	52,291
Booz Allen Hamilton Holding Corp. Class A	491,100	34,559
Fiserv, Inc. (a)	518,200	55,002
MongoDB, Inc. Class A (a)	22,600	2,888
Verra Mobility Corp. (a)	575,200	8,254
Visa, Inc. Class A	1,557,102	278,503
		431,497
Semiconductors & Semiconductor Equipment - 7.6%
ASML Holding NV	158,300	41,470
Cree, Inc. (a)	203,300	9,704
Lam Research Corp.	136,400	36,970
Marvell Technology Group Ltd.	135,500	3,305
NVIDIA Corp.	513,984	103,321
NXP Semiconductors NV	846,500	96,230
Qualcomm, Inc.	1,437,600	115,641
Semtech Corp. (a)	230,500	11,631
		418,272
Software - 12.0%
Adobe, Inc. (a)	452,507	125,765
Cloudflare, Inc. (a)	27,400	461
Datadog, Inc. Class A (a)(b)	13,800	464
Intuit, Inc.	211,639	54,497
Manhattan Associates, Inc. (a)	168,000	12,592
Microsoft Corp.	2,727,440	391,034
Salesforce.com, Inc. (a)	473,300	74,067
SolarWinds, Inc. (a)	373,400	7,076
		665,956
Technology Hardware, Storage & Peripherals - 3.1%
Apple, Inc.	693,087	172,412

TOTAL INFORMATION TECHNOLOGY		1,712,305

MATERIALS - 2.8%
Chemicals - 1.4%
Air Products & Chemicals, Inc.	132,400	28,236
Sherwin-Williams Co.	84,300	48,247
		76,483
Containers & Packaging - 0.6%
Aptargroup, Inc.	285,300	33,708
Metals & Mining - 0.8%
Barrick Gold Corp.	2,640,000	45,830

TOTAL MATERIALS		156,021

REAL ESTATE - 4.3%
Equity Real Estate Investment Trusts (REITs) - 4.3%
American Tower Corp.	631,100	137,630
Crown Castle International Corp.	428,200	59,430
Prologis, Inc.	496,400	43,564
		240,624
UTILITIES - 0.6%
Water Utilities - 0.6%
American Water Works Co., Inc.	279,300	34,429
TOTAL COMMON STOCKS
(Cost $4,343,044)		5,410,321

Nonconvertible Preferred Stocks - 1.5%
ENERGY - 1.5%
Oil, Gas & Consumable Fuels - 1.5%
Petroleo Brasileiro SA - Petrobras sponsored ADR
(Cost $82,668)	5,138,500	83,449

Money Market Funds - 2.6%
Fidelity Cash Central Fund 1.83% (c)	44,135,024	44,144
Fidelity Securities Lending Cash Central Fund 1.84% (c)(d)	101,552,432	101,563
TOTAL MONEY MARKET FUNDS
(Cost $145,707)		145,707
TOTAL INVESTMENT IN SECURITIES - 101.9%
(Cost $4,571,419)		5,639,477
NET OTHER ASSETS (LIABILITIES) - (1.9)%		(107,253)
NET ASSETS - 100%		$5,532,224

Values shown as $0 in the Schedule of Investments may reflect amounts less than $500.

Legend

(a) Non-income producing

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

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

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

Affiliated Central Funds

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

Fund	Income earned
	(Amounts in thousands)
Fidelity Cash Central Fund	$936
Fidelity Securities Lending Cash Central Fund	447
Total	$1,383

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	Realized Gain (loss)	Change in Unrealized appreciation (depreciation)	Value, end of period
Dalata Hotel Group PLC	$63,263	$--	$31,509	$557	$4,517	$(10,217)	$--
Total	$63,263	$--	$31,509	$557	$4,517	$(10,217)	$--

Investment Valuation

	Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
(Amounts in thousands)
Investments in Securities:
Equities:
Communication Services	$451,729	$425,570	$26,159	$--
Consumer Discretionary	801,834	766,489	35,345	--
Consumer Staples	365,203	355,947	9,256	--
Energy	185,514	185,514	--	--
Financials	529,785	505,727	24,058	--
Health Care	696,276	696,276	--	--
Industrials	320,050	320,050	--	--
Information Technology	1,712,305	1,712,305	--	--
Materials	156,021	156,021	--	--
Real Estate	240,624	240,624	--	--
Utilities	34,429	34,429	--	--
Money Market Funds	145,707	145,707	--	--
Total Investments in Securities:	$5,639,477	$5,544,659	$94,818	$--

Other Information

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

United States of America	84.1%
United Kingdom	3.4%
Netherlands	3.3%
Ireland	2.2%
Cayman Islands	2.0%
France	1.6%
Brazil	1.5%
Others (Individually Less Than 1%)	1.9%
	100.0%

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

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)		October 31, 2019
Assets
Investment in securities, at value (including securities loaned of $97,322) — See accompanying schedule: Unaffiliated issuers (cost $4,425,712)	$5,493,770
Fidelity Central Funds (cost $145,707)	145,707
Total Investment in Securities (cost $4,571,419)		$5,639,477
Receivable for investments sold		4,007
Receivable for fund shares sold		1,912
Dividends receivable		2,935
Distributions receivable from Fidelity Central Funds		171
Prepaid expenses		11
Other receivables		191
Total assets		5,648,704
Liabilities
Payable for investments purchased	$9,578
Payable for fund shares redeemed	2,183
Accrued management fee	2,363
Other affiliated payables	650
Other payables and accrued expenses	142
Collateral on securities loaned	101,564
Total liabilities		116,480
Net Assets		$5,532,224
Net Assets consist of:
Paid in capital		$3,780,512
Total accumulated earnings (loss)		1,751,712
Net Assets		$5,532,224
Net Asset Value and Maximum Offering Price
Capital Appreciation:
Net Asset Value, offering price and redemption price per share ($4,667,744 ÷ 129,093 shares)		$36.16
Class K:
Net Asset Value, offering price and redemption price per share ($864,480 ÷ 23,847 shares)		$36.25

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

Statement of Operations

Amounts in thousands		Year ended October 31, 2019
Investment Income
Dividends (including $557 earned from other affiliated issuers)		$76,216
Income from Fidelity Central Funds (including $447 from security lending)		1,383
Total income		77,599
Expenses
Management fee
Basic fee	$32,072
Performance adjustment	(5,069)
Transfer agent fees	7,055
Accounting and security lending fees	1,122
Custodian fees and expenses	65
Independent trustees' fees and expenses	35
Registration fees	61
Audit	62
Legal	20
Interest	47
Miscellaneous	44
Total expenses before reductions	35,514
Expense reductions	(420)
Total expenses after reductions		35,094
Net investment income (loss)		42,505
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	848,324
Fidelity Central Funds	1
Other affiliated issuers	4,517
Foreign currency transactions	95
Total net realized gain (loss)		852,937
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers	(198,055)
Affiliated issuers	(10,217)
Assets and liabilities in foreign currencies	(2)
Total change in net unrealized appreciation (depreciation)		(208,274)
Net gain (loss)		644,663
Net increase (decrease) in net assets resulting from operations		$687,168

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

Statement of Changes in Net Assets

Amounts in thousands	Year ended October 31, 2019	Year ended October 31, 2018
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$42,505	$58,068
Net realized gain (loss)	852,937	732,327
Change in net unrealized appreciation (depreciation)	(208,274)	(255,542)
Net increase (decrease) in net assets resulting from operations	687,168	534,853
Distributions to shareholders	(693,623)	(761,525)
Share transactions - net increase (decrease)	(955,360)	(609,944)
Total increase (decrease) in net assets	(961,815)	(836,616)
Net Assets
Beginning of period	6,494,039	7,330,655
End of period	$5,532,224	$6,494,039

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

Financial Highlights

Fidelity Capital Appreciation Fund

Years ended October 31,	2019	2018	2017	2016	2015
Selected Per–Share Data
Net asset value, beginning of period	$36.33	$37.90	$31.75	$37.03	$39.82
Income from Investment Operations
Net investment income (loss)^A	.24	.29	.38	.34	.24
Net realized and unrealized gain (loss)	3.53	2.15	7.55	(1.34)	1.13
Total from investment operations	3.77	2.44	7.93	(1.00)	1.37
Distributions from net investment income	(.27)	(.34)	(.39)	(.27)	(.10)
Distributions from net realized gain	(3.67)	(3.67)	(1.39)	(4.01)	(4.06)
Total distributions	(3.94)	(4.01)	(1.78)	(4.28)	(4.16)
Net asset value, end of period	$36.16	$36.33	$37.90	$31.75	$37.03
Total Return^B	12.24%	6.93%	25.93%	(3.06)%	3.50%
Ratios to Average Net Assets^C,^D
Expenses before reductions	.62%	.54%	.51%	.61%	.83%
Expenses net of fee waivers, if any	.62%	.54%	.51%	.61%	.83%
Expenses net of all reductions	.61%	.53%	.50%	.60%	.82%
Net investment income (loss)	.69%	.77%	1.09%	1.05%	.63%
Supplemental Data
Net assets, end of period (in millions)	$4,668	$4,792	$5,157	$4,809	$5,906
Portfolio turnover rate^E	122%	101%	129%	120%	126%

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

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

^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 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.

^E 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.

Fidelity Capital Appreciation Fund Class K

Years ended October 31,	2019	2018	2017	2016	2015
Selected Per–Share Data
Net asset value, beginning of period	$36.42	$37.99	$31.83	$37.11	$39.90
Income from Investment Operations
Net investment income (loss)^A	.27	.33	.41	.37	.28
Net realized and unrealized gain (loss)	3.54	2.15	7.57	(1.33)	1.14
Total from investment operations	3.81	2.48	7.98	(.96)	1.42
Distributions from net investment income	(.31)	(.37)	(.43)	(.31)	(.15)
Distributions from net realized gain	(3.67)	(3.67)	(1.39)	(4.01)	(4.06)
Total distributions	(3.98)	(4.05)^B	(1.82)	(4.32)	(4.21)
Net asset value, end of period	$36.25	$36.42	$37.99	$31.83	$37.11
Total Return^C	12.33%	7.03%	26.04%	(2.93)%	3.62%
Ratios to Average Net Assets^D,^E
Expenses before reductions	.52%	.45%	.41%	.50%	.72%
Expenses net of fee waivers, if any	.52%	.44%	.41%	.50%	.72%
Expenses net of all reductions	.52%	.43%	.40%	.48%	.72%
Net investment income (loss)	.79%	.86%	1.20%	1.17%	.74%
Supplemental Data
Net assets, end of period (in millions)	$864	$1,702	$2,174	$2,103	$2,524
Portfolio turnover rate^F	122%	101%	129%	120%	126%

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

^B Total distributions of $4.05 per share is comprised of distributions from net investment income of $.374 and distributions from net realized gain of $3.671 per share.

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

^D 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.

^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.

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

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

Notes to Financial Statements

For the period ended October 31, 2019
(Amounts in thousands except percentages)

1. Organization.

Fidelity Capital Appreciation Fund (the Fund) is a fund of Fidelity Capital 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 Capital Appreciation 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.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

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

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

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and 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. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan) for the Fund, certain independent Trustees have elected 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 of $64 are included in the accompanying Statement of Assets and Liabilities in other receivables and other payables and accrued expenses, respectively.

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

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

Gross unrealized appreciation	$1,134,071
Gross unrealized depreciation	(66,931)
Net unrealized appreciation (depreciation)	$1,067,140
Tax Cost	$4,572,337

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

Undistributed ordinary income	$29,688
Undistributed long-term capital gain	$654,955
Net unrealized appreciation (depreciation) on securities and other investments	$1,067,133

The tax character of distributions paid was as follows:

	October 31, 2019	October 31, 2018
Ordinary Income	$96,189	$ 117,225
Long-term Capital Gains	597,434	644,300
Total	$693,623	$ 761,525

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $7,253,747 and $8,523,940, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .24% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. 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 Capital Appreciation as compared to its benchmark index, the S&P 500 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .45% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, 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 Capital Appreciation, except for Class K. 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 applicable class were as follows:

	Amount	% of Class-Level Average Net Assets
Capital Appreciation	$6,442	.14
Class K	613	.05
	$7,055

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$15,623	2.60%	$47

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $16 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. For equity securities, lending agents are used, including National Financial Services (NFS), an affiliate of the Fund. Pursuant to a securities lending agreement, NFS will receive a fee, which is capped at 9.9% of daily lending revenue, for its services as lending agent. The Fund may lend securities to certain qualified borrowers, including NFS. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. At period end, there were no security loans outstanding with NFS, as affiliated borrower. Total fees paid by the Fund to NFS, as lending agent, amounted to $38. 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, and includes $32 from securities loaned to NFS, as affiliated borrower.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $366 for the period. In addition, through arrangements with the Fund's custodian and each class' transfer agent, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, custodian credits reduced the Fund's expenses by an amount less than five-hundred dollars. During the period, transfer agent credits reduced each class' expenses as noted in the table below.

	Expense reduction
Capital Appreciation	$7

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $47.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Year ended October 31, 2019	Year ended October 31, 2018
Distributions to shareholders
Capital Appreciation	$512,927	$536,981
Class K	180,696	224,544
Total	$693,623	$761,525

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

	Shares	Shares	Dollars	Dollars
	Year ended October 31, 2019	Year ended October 31, 2018	Year ended October 31, 2019	Year ended October 31, 2018
Capital Appreciation
Shares sold	3,860	6,102	$130,536	$228,863
Reinvestment of distributions	15,711	14,676	485,315	509,097
Shares redeemed	(22,392)	(24,927)	(754,833)	(936,400)
Net increase (decrease)	(2,821)	(4,149)	$(138,982)	$(198,440)
Class K
Shares sold	3,353	6,551	$111,851	$245,319
Reinvestment of distributions	5,840	6,462	180,696	224,544
Shares redeemed	(32,070)	(23,522)	(1,108,927)	(881,367)
Net increase (decrease)	(22,877)	(10,509)	$(816,380)	$(411,504)

11. Other.

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Fidelity Capital Trust and Shareholders of Fidelity Capital Appreciation Fund:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Fidelity Capital Appreciation Fund (one of the funds constituting Fidelity Capital Trust, referred to hereafter as the “Fund”) as of October 31, 2019, the related statement of operations for the year ended October 31, 2019, the statement of changes in net assets for each of the two years in the period ended October 31, 2019, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2019 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended October 31, 2019 and the financial highlights for each of the five years in the period ended October 31, 2019 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 11, 2019

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

Trustees and Officers

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

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

Independent Trustees:

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

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Donald F. Donahue (1950)

Year of Election or Appointment: 2018

Trustee

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

Garnett A. Smith (1947)

Year of Election or Appointment: 2018

Trustee

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Michael E. Wiley (1950)

Year of Election or Appointment: 2018

Trustee

Advisory Board Members and Officers:

Name, Year of Birth; Principal Occupation

Vicki L. Fuller (1957)

Year of Election or Appointment: 2018

Member of the Advisory Board

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as Assistant Treasurer of other funds. Mr. Brown is an employee of Fidelity Investments (2013-present).

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

William C. Coffey (1969)

Year of Election or Appointment: 2019

Assistant Secretary

Timothy M. Cohen (1969)

Year of Election or Appointment: 2018

Vice President

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Pamela R. Holding (1964)

Year of Election or Appointment: 2018

Vice President

Cynthia Lo Bessette (1969)

Year of Election or Appointment: 2019

Secretary and Chief Legal Officer (CLO)

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Wegmann also serves as Assistant Treasurer of other funds. Mr. Wegmann is an employee of Fidelity Investments (2011-present).

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 (May 1, 2019 to October 31, 2019).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio-^A	Beginning Account Value May 1, 2019	Ending Account Value October 31, 2019	Expenses Paid During Period-^B May 1, 2019 to October 31, 2019
Capital Appreciation	.68%
Actual		$1,000.00	$1,030.80	$3.48
Hypothetical-^C		$1,000.00	$1,021.78	$3.47
Class K	.61%
Actual		$1,000.00	$1,031.00	$3.12
Hypothetical-^C		$1,000.00	$1,022.13	$3.11

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

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

^C 5% return per year before expenses

Distributions (Unaudited)

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

	Pay Date	Record Date	Dividends	Capital Gains
Fidelity Capital Appreciation Fund
Capital Appreciation	12/09/19	12/06/19	$0.235	$4.337
Class K	12/09/19	12/06/19	$0.262	$4.337

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2019, $842,909,403, or, if subsequently determined to be different, the net capital gain of such year.

Capital Appreciation designates 74% and Class K designates 69% of the dividend distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

Capital Appreciation designates 86% and Class K designates 80% of the dividend 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 2020 of amounts for use in preparing 2019 income tax returns.

Fidelity Investments

CAF-ANN-1219
1.538293.122

Fidelity® Disciplined Equity Fund

Annual Report

October 31, 2019

See the inside front cover for important information about access to your fund’s shareholder reports.

Fidelity Investments

Account Type	Website	Phone Number
Brokerage, Mutual Fund, or Annuity Contracts:	fidelity.com/mailpreferences	1-800-343-3548
Employer Provided Retirement Accounts:	netbenefits.fidelity.com/preferences (choose 'no' under Required Disclosures to continue to print)	1-800-343-0860
Advisor Sold Accounts Serviced Through Your Financial Intermediary:	Contact Your Financial Intermediary	Your Financial Intermediary's phone number
Advisor Sold Accounts Serviced by Fidelity:	institutional.fidelity.com	1-877-208-0098

Contents

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

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

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

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Performance: The Bottom Line

Average Annual Total Returns

For the periods ended October 31, 2019	Past 1 year	Past 5 years	Past 10 years
Fidelity® Disciplined Equity Fund	12.01%	8.05%	11.10%
Class K	12.12%	8.16%	11.24%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Disciplined Equity Fund, a class of the fund, on October 31, 2009.

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.

	Period Ending Values
	$28,650	Fidelity® Disciplined Equity Fund - Fidelity® Disciplined Equity Fund
	$36,096	S&P 500® Index

Management's Discussion of Fund Performance

Comments from Portfolio Manager Kwasi Dadzie-Yeboah: For the year, the fund’s share classes gained about 12%, trailing the benchmark S&P 500^® index. Versus the benchmark, security selection in the health care, communication services and utilities sectors detracted most from the fund’s performance. On a stock-specific basis, an overweighted position in utility provider PG&E (-86%) was by far the fund’s largest detractor the past 12 months. PG&E was forced to file for bankruptcy in January 2019 due to its involvement in the deadly California wildfires. We sold out of this position in January. Untimely ownership of streaming-entertainment provider Netflix (-34%), which I bought for the fund in February, also hurt. Conversely, strong picks among industrials and financials stocks aided the portfolio’s relative result, as did underweighting the poor-performing energy sector. Among individual holdings, an overweighted stake in chip-equipment maker Lam Research – which I added soon after taking the helm – was our top relative contributor. Lastly, Visa, the fund’s largest individual overweighting at period end, also helped due to the firm's considerable pricing power and significant market share.

Note to shareholders: On February 22, 2019, Kwasi Dadzie-Yeboah assumed lead portfolio management responsibilities for the fund, joining Co-Manager Alex Devereaux until October 1, 2019, when Alex transitioned off of the fund and Kwasi became sole portfolio manager. Upon Kwasi’s arrival, the fund’s investment process changed from a value-oriented strategy to one emphasizing companies with the most rapidly improving fundamentals.

Investment Summary (Unaudited)

Top Ten Stocks as of October 31, 2019

	% of fund's net assets
Microsoft Corp.	5.7
Amazon.com, Inc.	3.8
Alphabet, Inc. Class A	3.0
Apple, Inc.	2.8
Visa, Inc. Class A	2.8
Facebook, Inc. Class A	2.3
MasterCard, Inc. Class A	2.3
JPMorgan Chase & Co.	2.2
UnitedHealth Group, Inc.	2.0
Bank of America Corp.	1.8
	28.7

Top Five Market Sectors as of October 31, 2019

	% of fund's net assets
Information Technology	32.9
Health Care	15.7
Consumer Discretionary	12.0
Industrials	10.5
Communication Services	10.3

Asset Allocation (% of fund's net assets)

As of October 31, 2019 ^*
	Stocks	99.8%
	Short-Term Investments and Net Other Assets (Liabilities)	0.2%

* Foreign investments - 3.6%

Schedule of Investments October 31, 2019

Showing Percentage of Net Assets

Common Stocks - 99.8%
	Shares	Value (000s)
COMMUNICATION SERVICES - 10.3%
Entertainment - 3.5%
Activision Blizzard, Inc.	191,074	$10,706
Electronic Arts, Inc. (a)	75,755	7,303
Netflix, Inc. (a)	37,900	10,893
The Walt Disney Co.	121,269	15,755
		44,657
Interactive Media & Services - 6.8%
Alphabet, Inc.:
Class A (a)	31,092	39,139
Class C (a)	12,866	16,213
Facebook, Inc. Class A (a)	152,097	29,149
IAC/InterActiveCorp (a)	10,700	2,432
		86,933

TOTAL COMMUNICATION SERVICES		131,590

CONSUMER DISCRETIONARY - 12.0%
Distributors - 0.0%
Pool Corp.	3,400	705
Diversified Consumer Services - 0.3%
Service Corp. International	98,800	4,493
Hotels, Restaurants & Leisure - 2.0%
Darden Restaurants, Inc.	47,647	5,349
Domino's Pizza, Inc.	12,300	3,341
Hilton Worldwide Holdings, Inc.	42,400	4,111
Planet Fitness, Inc. (a)	21,900	1,394
Starbucks Corp.	128,400	10,858
		25,053
Household Durables - 0.2%
NVR, Inc. (a)	700	2,546
Internet & Direct Marketing Retail - 4.8%
Amazon.com, Inc. (a)	27,264	48,439
The Booking Holdings, Inc. (a)	6,343	12,995
		61,434
Multiline Retail - 0.6%
Dollar General Corp.	49,800	7,985
Specialty Retail - 3.2%
Best Buy Co., Inc.	65,084	4,675
Ross Stores, Inc.	64,700	7,096
The Home Depot, Inc.	90,211	21,162
TJX Companies, Inc.	133,536	7,698
		40,631
Textiles, Apparel & Luxury Goods - 0.9%
NIKE, Inc. Class B	127,600	11,427

TOTAL CONSUMER DISCRETIONARY		154,274

CONSUMER STAPLES - 3.5%
Beverages - 0.5%
Monster Beverage Corp. (a)	109,600	6,152
Food & Staples Retailing - 0.6%
Costco Wholesale Corp.	19,300	5,734
Walmart, Inc.	16,900	1,982
		7,716
Food Products - 0.9%
Lamb Weston Holdings, Inc.	56,800	4,433
Mondelez International, Inc.	142,400	7,469
		11,902
Household Products - 0.7%
Procter & Gamble Co.	67,600	8,417
Personal Products - 0.8%
Estee Lauder Companies, Inc. Class A	56,500	10,524

TOTAL CONSUMER STAPLES		44,711

ENERGY - 0.7%
Oil, Gas & Consumable Fuels - 0.7%
ConocoPhillips Co.	80,625	4,451
EOG Resources, Inc.	46,400	3,216
Hess Corp.	31,500	2,071
		9,738
FINANCIALS - 9.5%
Banks - 4.0%
Bank of America Corp.	712,735	22,287
JPMorgan Chase & Co.	226,800	28,332
		50,619
Capital Markets - 3.8%
CME Group, Inc.	35,853	7,377
Moody's Corp.	72,800	16,066
MSCI, Inc.	62,800	14,730
S&P Global, Inc.	40,300	10,397
		48,570
Consumer Finance - 0.5%
Synchrony Financial	189,100	6,688
Insurance - 1.2%
Aon PLC	36,600	7,070
Chubb Ltd.	54,000	8,231
		15,301

TOTAL FINANCIALS		121,178

HEALTH CARE - 15.7%
Biotechnology - 1.1%
Alexion Pharmaceuticals, Inc. (a)	41,200	4,342
Vertex Pharmaceuticals, Inc. (a)	49,400	9,657
		13,999
Health Care Equipment & Supplies - 7.9%
Baxter International, Inc.	89,700	6,880
Becton, Dickinson & Co.	33,741	8,638
Boston Scientific Corp. (a)	194,939	8,129
Danaher Corp.	136,900	18,868
Edwards Lifesciences Corp. (a)	45,600	10,870
IDEXX Laboratories, Inc. (a)	36,800	10,488
Intuitive Surgical, Inc. (a)	21,000	11,612
Masimo Corp. (a)	25,800	3,761
Stryker Corp.	85,100	18,405
Varian Medical Systems, Inc. (a)	26,000	3,141
		100,792
Health Care Providers & Services - 2.6%
Anthem, Inc.	27,062	7,282
UnitedHealth Group, Inc.	103,696	26,204
		33,486
Health Care Technology - 0.4%
Veeva Systems, Inc. Class A (a)	35,600	5,049
Life Sciences Tools & Services - 2.8%
Agilent Technologies, Inc.	88,700	6,719
Bio-Rad Laboratories, Inc. Class A (a)	16,900	5,604
Bruker Corp.	111,600	4,966
Mettler-Toledo International, Inc. (a)	7,700	5,428
Thermo Fisher Scientific, Inc.	45,280	13,674
		36,391
Pharmaceuticals - 0.9%
Zoetis, Inc. Class A	85,516	10,939

TOTAL HEALTH CARE		200,656

INDUSTRIALS - 10.5%
Aerospace & Defense - 3.7%
Harris Corp.	34,700	7,159
HEICO Corp. Class A	74,300	7,079
Huntington Ingalls Industries, Inc.	29,000	6,544
Lockheed Martin Corp.	9,137	3,442
Northrop Grumman Corp.	24,900	8,777
Raytheon Co.	31,200	6,621
Teledyne Technologies, Inc. (a)	22,300	7,350
		46,972
Commercial Services & Supplies - 1.4%
Cintas Corp.	30,100	8,087
Copart, Inc. (a)	111,900	9,247
		17,334
Electrical Equipment - 1.0%
AMETEK, Inc.	81,654	7,484
Eaton Corp. PLC	66,900	5,828
		13,312
Industrial Conglomerates - 1.7%
Honeywell International, Inc.	70,700	12,212
Roper Technologies, Inc.	28,400	9,570
		21,782
Machinery - 1.4%
Allison Transmission Holdings, Inc.	70,000	3,053
Dover Corp.	44,300	4,602
IDEX Corp.	42,900	6,672
Parker Hannifin Corp.	23,200	4,257
		18,584
Professional Services - 0.9%
CoStar Group, Inc. (a)	9,900	5,440
IHS Markit Ltd. (a)	94,300	6,603
		12,043
Road & Rail - 0.4%
Norfolk Southern Corp.	17,003	3,095
Old Dominion Freight Lines, Inc.	8,500	1,548
		4,643

TOTAL INDUSTRIALS		134,670

INFORMATION TECHNOLOGY - 32.9%
Communications Equipment - 1.7%
Arista Networks, Inc. (a)	19,400	4,745
Cisco Systems, Inc.	356,900	16,956
		21,701
Electronic Equipment & Components - 1.7%
Amphenol Corp. Class A	56,900	5,709
CDW Corp.	42,100	5,385
Keysight Technologies, Inc. (a)	48,900	4,934
Zebra Technologies Corp. Class A (a)	24,500	5,828
		21,856
IT Services - 11.1%
Accenture PLC Class A	83,996	15,575
Automatic Data Processing, Inc.	73,000	11,843
Black Knight, Inc. (a)	20,300	1,303
Broadridge Financial Solutions, Inc.	18,500	2,317
EPAM Systems, Inc. (a)	9,400	1,654
FleetCor Technologies, Inc. (a)	15,300	4,502
Global Payments, Inc.	76,426	12,930
Jack Henry & Associates, Inc.	38,800	5,493
MasterCard, Inc. Class A	105,273	29,141
PayPal Holdings, Inc. (a)	125,383	13,052
VeriSign, Inc. (a)	40,300	7,658
Visa, Inc. Class A	202,023	36,134
		141,602
Semiconductors & Semiconductor Equipment - 2.1%
Lam Research Corp.	42,803	11,601
NVIDIA Corp.	65,300	13,127
Xilinx, Inc.	26,000	2,359
		27,087
Software - 13.5%
Adobe, Inc. (a)	65,288	18,145
Alteryx, Inc. Class A (a)	5,900	540
ANSYS, Inc. (a)	32,600	7,177
Atlassian Corp. PLC (a)	31,500	3,805
Autodesk, Inc. (a)	37,200	5,482
Cadence Design Systems, Inc. (a)	97,100	6,345
Citrix Systems, Inc.	33,017	3,594
Fair Isaac Corp. (a)	19,200	5,838
Fortinet, Inc. (a)	53,600	4,372
Guidewire Software, Inc. (a)	29,500	3,326
Intuit, Inc.	77,727	20,015
Microsoft Corp.	513,920	73,674
Paycom Software, Inc. (a)	9,700	2,052
Salesforce.com, Inc. (a)	74,961	11,731
ServiceNow, Inc. (a)	6,200	1,533
Synopsys, Inc. (a)	39,600	5,376
		173,005
Technology Hardware, Storage & Peripherals - 2.8%
Apple, Inc.	146,892	36,541

TOTAL INFORMATION TECHNOLOGY		421,792

MATERIALS - 1.2%
Chemicals - 1.2%
Air Products & Chemicals, Inc.	28,900	6,163
Sherwin-Williams Co.	15,200	8,699
		14,862
REAL ESTATE - 2.5%
Equity Real Estate Investment Trusts (REITs) - 2.2%
American Tower Corp.	52,000	11,340
Equity Lifestyle Properties, Inc.	65,000	4,546
Equity Residential (SBI)	44,800	3,972
SBA Communications Corp. Class A	32,200	7,749
		27,607
Real Estate Management & Development - 0.3%
CBRE Group, Inc. (a)	79,500	4,257

TOTAL REAL ESTATE		31,864

UTILITIES - 1.0%
Electric Utilities - 0.7%
NextEra Energy, Inc.	36,800	8,771
Independent Power and Renewable Electricity Producers - 0.3%
NRG Energy, Inc.	57,281	2,298
Vistra Energy Corp.	52,200	1,411
		3,709

TOTAL UTILITIES		12,480

TOTAL COMMON STOCKS
(Cost $1,061,282)		1,277,815

Money Market Funds - 0.3%
Fidelity Cash Central Fund 1.83% (b)
(Cost $4,008)	4,007,576	4,008
TOTAL INVESTMENT IN SECURITIES - 100.1%
(Cost $1,065,290)		1,281,823
NET OTHER ASSETS (LIABILITIES) - (0.1)%		(1,168)
NET ASSETS - 100%		$1,280,655

Legend

(a) Non-income producing

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

Affiliated Central Funds

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

Fund	Income earned
	(Amounts in thousands)
Fidelity Cash Central Fund	$200
Fidelity Securities Lending Cash Central Fund	2
Total	$202

Investment Valuation

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

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

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)		October 31, 2019
Assets
Investment in securities, at value — See accompanying schedule: Unaffiliated issuers (cost $1,061,282)	$1,277,815
Fidelity Central Funds (cost $4,008)	4,008
Total Investment in Securities (cost $1,065,290)		$1,281,823
Receivable for fund shares sold		78
Dividends receivable		409
Distributions receivable from Fidelity Central Funds		21
Prepaid expenses		2
Other receivables		3
Total assets		1,282,336
Liabilities
Payable for investments purchased	$140
Payable for fund shares redeemed	969
Accrued management fee	342
Transfer agent fee payable	138
Other affiliated payables	34
Other payables and accrued expenses	58
Total liabilities		1,681
Net Assets		$1,280,655
Net Assets consist of:
Paid in capital		$1,098,469
Total accumulated earnings (loss)		182,186
Net Assets		$1,280,655
Net Asset Value and Maximum Offering Price
Disciplined Equity:
Net Asset Value, offering price and redemption price per share ($1,189,912 ÷ 31,719 shares)		$37.51
Class K:
Net Asset Value, offering price and redemption price per share ($90,743 ÷ 2,422 shares)		$37.47

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

Statement of Operations

Amounts in thousands		Year ended October 31, 2019
Investment Income
Dividends		$17,406
Income from Fidelity Central Funds (including $2 from security lending)		202
Total income		17,608
Expenses
Management fee
Basic fee	$6,699
Performance adjustment	(2,589)
Transfer agent fees	1,656
Accounting and security lending fees	400
Custodian fees and expenses	23
Independent trustees' fees and expenses	7
Registration fees	39
Audit	60
Legal	7
Interest	2
Miscellaneous	8
Total expenses before reductions	6,312
Expense reductions	(18)
Total expenses after reductions		6,294
Net investment income (loss)		11,314
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(36,901)
Total net realized gain (loss)		(36,901)
Change in net unrealized appreciation (depreciation) on investment securities		165,807
Net gain (loss)		128,906
Net increase (decrease) in net assets resulting from operations		$140,220

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

Statement of Changes in Net Assets

Amounts in thousands	Year ended October 31, 2019	Year ended October 31, 2018
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$11,314	$18,200
Net realized gain (loss)	(36,901)	141,828
Change in net unrealized appreciation (depreciation)	165,807	(123,601)
Net increase (decrease) in net assets resulting from operations	140,220	36,427
Distributions to shareholders	(154,355)	(55,255)
Share transactions - net increase (decrease)	14,679	(77,997)
Total increase (decrease) in net assets	544	(96,825)
Net Assets
Beginning of period	1,280,111	1,376,936
End of period	$1,280,655	$1,280,111

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

Financial Highlights

Fidelity Disciplined Equity Fund

Years ended October 31,	2019	2018	2017	2016	2015
Selected Per–Share Data
Net asset value, beginning of period	$38.32	$38.96	$32.26	$34.19	$35.18
Income from Investment Operations
Net investment income (loss)^A	.32	.52	.47	.42	.35
Net realized and unrealized gain (loss)	3.53	.41	6.72	(.34)^B	1.26
Total from investment operations	3.85	.93	7.19	.08	1.61
Distributions from net investment income	(.53)	(.45)	(.49)	(.36)	(.38)
Distributions from net realized gain	(4.13)	(1.12)	–	(1.65)	(2.22)
Total distributions	(4.66)	(1.57)	(.49)	(2.01)	(2.60)
Net asset value, end of period	$37.51	$38.32	$38.96	$32.26	$34.19
Total Return^C	12.01%	2.37%	22.51%	.16%^B	4.66%
Ratios to Average Net Assets^D,^E
Expenses before reductions	.51%	.53%	.54%	.68%	.89%
Expenses net of fee waivers, if any	.51%	.53%	.54%	.68%	.89%
Expenses net of all reductions	.51%	.53%	.54%	.68%	.89%
Net investment income (loss)	.90%	1.32%	1.33%	1.30%	1.02%
Supplemental Data
Net assets, end of period (in millions)	$1,190	$1,182	$1,266	$1,150	$1,385
Portfolio turnover rate^F	108%	181%	184%	179%	187%

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

^B Net realized and unrealized gain (loss) per share reflects proceeds received from litigation which amounted to $.05 per share. Excluding these litigation proceeds, the total return would have been (.01)%.

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

^F 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.

Fidelity Disciplined Equity Fund Class K

Years ended October 31,	2019	2018	2017	2016	2015
Selected Per–Share Data
Net asset value, beginning of period	$38.29	$38.93	$32.23	$34.16	$35.15
Income from Investment Operations
Net investment income (loss)^A	.35	.56	.51	.45	.38
Net realized and unrealized gain (loss)	3.53	.41	6.71	(.34)^B	1.27
Total from investment operations	3.88	.97	7.22	.11	1.65
Distributions from net investment income	(.57)	(.49)	(.52)	(.39)	(.42)
Distributions from net realized gain	(4.13)	(1.12)	–	(1.65)	(2.22)
Total distributions	(4.70)	(1.61)	(.52)	(2.04)	(2.64)
Net asset value, end of period	$37.47	$38.29	$38.93	$32.23	$34.16
Total Return^C	12.12%	2.48%	22.65%	.26%^B	4.78%
Ratios to Average Net Assets^D,^E
Expenses before reductions	.42%	.43%	.44%	.57%	.79%
Expenses net of fee waivers, if any	.42%	.43%	.44%	.57%	.79%
Expenses net of all reductions	.42%	.43%	.44%	.57%	.79%
Net investment income (loss)	.99%	1.41%	1.43%	1.41%	1.12%
Supplemental Data
Net assets, end of period (in millions)	$91	$99	$111	$104	$129
Portfolio turnover rate^F	108%	181%	184%	179%	187%

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

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

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

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

Notes to Financial Statements

For the period ended October 31, 2019
(Amounts in thousands except percentages)

1. Organization.

Fidelity Disciplined Equity Fund (the Fund) is a fund of Fidelity Capital 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 Disciplined Equity 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.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

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

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

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

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

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

Gross unrealized appreciation	$228,508
Gross unrealized depreciation	(13,408)
Net unrealized appreciation (depreciation)	$215,100
Tax Cost	$1,066,723

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

Undistributed ordinary income	$6,081
Capital loss carryforward	$(38,994)
Net unrealized appreciation (depreciation) on securities and other investments	$215,100

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

No expiration
Short-term	$(38,994)

The tax character of distributions paid was as follows:

	October 31, 2019	October 31, 2018
Ordinary Income	$34,184	$ 15,954
Long-term Capital Gains	120,171	39,301
Total	$154,355	$ 55,255

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,341,479 and $1,460,533, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .24% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. 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 Disciplined Equity as compared to its benchmark index, the S&P 500 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .33% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, 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 Disciplined Equity. 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 Class-Level Average Net Assets
Disciplined Equity	$1,614	.14
Class K	42	.05
	$1,656

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$8,385	2.64%	$2

6. Committed Line of Credit.

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

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. For equity securities, lending agents are used, including National Financial Services (NFS), an affiliate of the Fund. Pursuant to a securities lending agreement, NFS will receive a fee, which is capped at 9.9% of daily lending revenue, for its services as lending agent. The Fund may lend securities to certain qualified borrowers, including NFS. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. At period end, there were no security loans outstanding. Total fees paid by the Fund to NFS, as lending agent, amounted to an amount of less than five hundred dollars. 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, and includes an amount of less than five hundred dollars from securities loaned to NFS, as affiliated borrower.

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $7 for the period. In addition, through arrangements with the Fund's custodian and each class' transfer agent, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, custodian credits reduced the Fund's expenses by $1.

During the period, transfer agent credits reduced each class' expenses as noted in the table below.

	Expense reduction
Disciplined Equity	$1

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $9.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Year ended October 31, 2019	Year ended October 31, 2018
Distributions to shareholders
Disciplined Equity	$142,401	$50,719
Class K	11,954	4,536
Total	$154,355	$55,255

10. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

	Shares	Shares	Dollars	Dollars
	Year ended October 31, 2019	Year ended October 31, 2018	Year ended October 31, 2019	Year ended October 31, 2018
Disciplined Equity
Shares sold	607	587	$21,231	$23,206
Reinvestment of distributions	4,102	1,230	132,529	47,371
Shares redeemed	(3,822)	(3,491)	(133,005)	(137,996)
Net increase (decrease)	887	(1,674)	$20,755	$(67,419)
Class K
Shares sold	164	203	$5,843	$8,020
Reinvestment of distributions	371	118	11,954	4,536
Shares redeemed	(687)	(587)	(23,873)	(23,134)
Net increase (decrease)	(152)	(266)	$(6,076)	$(10,578)

11. Other.

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Fidelity Capital Trust and Shareholders of Fidelity Disciplined Equity Fund:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Fidelity Disciplined Equity Fund (one of the funds constituting Fidelity Capital Trust, referred to hereafter as the “Fund”) as of October 31, 2019, the related statement of operations for the year ended October 31, 2019, the statement of changes in net assets for each of the two years in the period ended October 31, 2019, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2019 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended October 31, 2019 and the financial highlights for each of the five years in the period ended October 31, 2019 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 11, 2019

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

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for the Michael Wiley, each of the Trustees oversees 298 funds. Mr. Wiley oversees 197 funds.

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

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

Independent Trustees:

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

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Donald F. Donahue (1950)

Year of Election or Appointment: 2018

Trustee

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

Garnett A. Smith (1947)

Year of Election or Appointment: 2018

Trustee

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Michael E. Wiley (1950)

Year of Election or Appointment: 2018

Trustee

Advisory Board Members and Officers:

Name, Year of Birth; Principal Occupation

Vicki L. Fuller (1957)

Year of Election or Appointment: 2018

Member of the Advisory Board

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as Assistant Treasurer of other funds. Mr. Brown is an employee of Fidelity Investments (2013-present).

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

William C. Coffey (1969)

Year of Election or Appointment: 2019

Assistant Secretary

Timothy M. Cohen (1969)

Year of Election or Appointment: 2018

Vice President

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Pamela R. Holding (1964)

Year of Election or Appointment: 2018

Vice President

Cynthia Lo Bessette (1969)

Year of Election or Appointment: 2019

Secretary and Chief Legal Officer (CLO)

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Wegmann also serves as Assistant Treasurer of other funds. Mr. Wegmann is an employee of Fidelity Investments (2011-present).

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 (May 1, 2019 to October 31, 2019).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio-^A	Beginning Account Value May 1, 2019	Ending Account Value October 31, 2019	Expenses Paid During Period-^B May 1, 2019 to October 31, 2019
Disciplined Equity	.52%
Actual		$1,000.00	$1,040.50	$2.67
Hypothetical-^C		$1,000.00	$1,022.58	$2.65
Class K	.42%
Actual		$1,000.00	$1,041.10	$2.16
Hypothetical-^C		$1,000.00	$1,023.09	$2.14

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

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

^C 5% return per year before expenses

Distributions (Unaudited)

The fund designates 61% and Class K designates 59% of the dividends distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund designates 65% and Class K designates 63% 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 2020 of amounts for use in preparing 2019 income tax returns.

Fidelity Investments

FDE-ANN-1219
1.538372.122

Fidelity® Focused Stock Fund

Annual Report

October 31, 2019

See the inside front cover for important information about access to your fund’s shareholder reports.

Fidelity Investments

Account Type	Website	Phone Number
Brokerage, Mutual Fund, or Annuity Contracts:	fidelity.com/mailpreferences	1-800-343-3548
Employer Provided Retirement Accounts:	netbenefits.fidelity.com/preferences (choose 'no' under Required Disclosures to continue to print)	1-800-343-0860
Advisor Sold Accounts Serviced Through Your Financial Intermediary:	Contact Your Financial Intermediary	Your Financial Intermediary's phone number
Advisor Sold Accounts Serviced by Fidelity:	institutional.fidelity.com	1-877-208-0098

Contents

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

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.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Performance: The Bottom Line

Average Annual Total Returns

For the periods ended October 31, 2019	Past 1 year	Past 5 years	Past 10 years
Fidelity® Focused Stock Fund	15.05%	11.88%	14.93%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Focused Stock Fund on October 31, 2009.

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.

	Period Ending Values
	$40,216	Fidelity® Focused Stock Fund
	$36,096	S&P 500® Index

Management's Discussion of Fund Performance

Comments from Portfolio Manager Stephen DuFour: For the fiscal year, the fund gained 15.05%, which was slightly ahead of the S&P 500^® index. The fund’s concentration in roughly 40 to 60 stocks with above-average earnings growth worked quite well in the first half of the period when a relatively small number of stocks – many of which the fund owned – drove much of the broader market’s gain. The fund’s focused approach, however, hindered relative performance when the market’s leadership broadened later in the period. For the full year, opportunistic buying, especially in the financials sector, aided the fund’s result, with notable contributions from bond rating agency Moody’s (+53%) and index data provider MSCI (+46%). New additions during the fourth-quarter market downturn, both stocks rebounded in 2019 as financial markets stabilized. Security selection in real estate and consumer staples and an overweighting in information technology also had a positive impact on the fund’s relative performance. Conversely, stock picks in health care hurt. The fund’s biggest individual detractor was health insurer Humana (-22%), which declined due to external headwinds, including talk of universal health care in the U.S. Another disappointment was electronic payments processor Square (-21%), a non-benchmark position that fell as investors locked in profits following strong performance in 2018. The fund did not hold MSCI at period end.

Investment Summary (Unaudited)

Top Ten Stocks as of October 31, 2019

	% of fund's net assets
Microsoft Corp.	5.7
Apple, Inc.	5.0
Alphabet, Inc. Class A	4.8
Adobe, Inc.	4.4
Moody's Corp.	4.3
American Tower Corp.	3.9
MasterCard, Inc. Class A	3.9
Amazon.com, Inc.	3.9
Bank of America Corp.	3.7
Accenture PLC Class A	3.6
	43.2

Top Five Market Sectors as of October 31, 2019

	% of fund's net assets
Information Technology	36.0
Financials	16.2
Health Care	10.3
Communication Services	9.2
Consumer Discretionary	7.8

Asset Allocation (% of fund's net assets)

As of October 31, 2019^*
	Stocks	95.3%
	Short-Term Investments and Net Other Assets (Liabilities)	4.7%

* Foreign investments - 5.6%

Schedule of Investments October 31, 2019

Showing Percentage of Net Assets

Common Stocks - 95.3%
	Shares	Value
COMMUNICATION SERVICES - 9.2%
Interactive Media & Services - 7.3%
Alphabet, Inc. Class A (a)	111,600	$140,482,080
Facebook, Inc. Class A (a)	386,000	73,976,900
		214,458,980
Media - 1.9%
Comcast Corp. Class A	1,292,000	57,907,440

TOTAL COMMUNICATION SERVICES		272,366,420

CONSUMER DISCRETIONARY - 7.8%
Internet & Direct Marketing Retail - 3.9%
Amazon.com, Inc. (a)	65,000	115,482,900
Specialty Retail - 3.9%
The Home Depot, Inc.	345,000	80,930,100
TJX Companies, Inc.	574,000	33,091,100
		114,021,200

TOTAL CONSUMER DISCRETIONARY		229,504,100

CONSUMER STAPLES - 2.9%
Food & Staples Retailing - 2.4%
Walmart, Inc.	605,000	70,942,300
Personal Products - 0.5%
Estee Lauder Companies, Inc. Class A	70,000	13,038,900

TOTAL CONSUMER STAPLES		83,981,200

FINANCIALS - 16.2%
Banks - 6.6%
Bank of America Corp.	3,561,000	111,352,470
JPMorgan Chase & Co.	679,000	84,820,680
		196,173,150
Capital Markets - 7.8%
Moody's Corp.	579,000	127,779,510
S&P Global, Inc.	399,294	103,013,859
		230,793,369
Consumer Finance - 1.8%
American Express Co.	448,000	52,541,440

TOTAL FINANCIALS		479,507,959

HEALTH CARE - 10.3%
Health Care Equipment & Supplies - 8.5%
Abbott Laboratories	889,000	74,329,290
Boston Scientific Corp. (a)	1,980,000	82,566,000
Novocure Ltd. (a)	61,000	4,370,040
Stryker Corp.	386,000	83,480,220
TransMedics Group, Inc.	396,027	7,104,724
		251,850,274
Health Care Providers & Services - 1.0%
UnitedHealth Group, Inc.	116,000	29,313,200
Life Sciences Tools & Services - 0.1%
10X Genomics, Inc. (a)	26,800	1,554,400
Pharmaceuticals - 0.7%
AstraZeneca PLC sponsored ADR	425,000	20,837,750

TOTAL HEALTH CARE		303,555,624

INDUSTRIALS - 4.1%
Aerospace & Defense - 2.1%
Northrop Grumman Corp.	178,000	62,741,440
Machinery - 0.8%
Caterpillar, Inc.	104,000	14,331,200
PACCAR, Inc.	122,000	9,279,320
		23,610,520
Road & Rail - 1.2%
Kansas City Southern	245,000	34,491,100

TOTAL INDUSTRIALS		120,843,060

INFORMATION TECHNOLOGY - 36.0%
Electronic Equipment & Components - 1.2%
Amphenol Corp. Class A	361,000	36,219,130
IT Services - 14.1%
Accenture PLC Class A	571,000	105,874,820
Fidelity National Information Services, Inc.	75,000	9,882,000
MasterCard, Inc. Class A	418,700	115,900,347
PayPal Holdings, Inc. (a)	537,000	55,901,700
Shopify, Inc. Class A (a)	76,300	23,925,214
Visa, Inc. Class A	591,000	105,706,260
		417,190,341
Semiconductors & Semiconductor Equipment - 5.6%
Advanced Micro Devices, Inc. (a)	868,000	29,451,240
Micron Technology, Inc. (a)	809,000	38,467,950
NVIDIA Corp.	446,000	89,654,920
NXP Semiconductors NV	77,000	8,753,360
		166,327,470
Software - 10.1%
Adobe, Inc. (a)	469,112	130,380,298
Microsoft Corp.	1,172,000	168,029,641
		298,409,939
Technology Hardware, Storage & Peripherals - 5.0%
Apple, Inc.	586,000	145,773,360

TOTAL INFORMATION TECHNOLOGY		1,063,920,240

REAL ESTATE - 6.4%
Equity Real Estate Investment Trusts (REITs) - 6.4%
American Tower Corp.	534,000	116,454,720
Prologis, Inc.	829,000	72,753,040
		189,207,760
UTILITIES - 2.4%
Electric Utilities - 2.4%
NextEra Energy, Inc.	294,000	70,071,960
TOTAL COMMON STOCKS
(Cost $2,223,566,483)		2,812,958,323

Money Market Funds - 5.4%
Fidelity Cash Central Fund 1.83% (b)
(Cost $160,214,097)	160,182,746	160,214,783
TOTAL INVESTMENT IN SECURITIES - 100.7%
(Cost $2,383,780,580)		2,973,173,106
NET OTHER ASSETS (LIABILITIES) - (0.7)%		(20,065,079)
NET ASSETS - 100%		$2,953,108,027

Legend

(a) Non-income producing

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$1,690,589
Fidelity Securities Lending Cash Central Fund	62,944
Total	$1,753,533

Investment Valuation

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

Financial Statements

Statement of Assets and Liabilities

		October 31, 2019
Assets
Investment in securities, at value — See accompanying schedule: Unaffiliated issuers (cost $2,223,566,483)	$2,812,958,323
Fidelity Central Funds (cost $160,214,097)	160,214,783
Total Investment in Securities (cost $2,383,780,580)		$2,973,173,106
Receivable for investments sold		37,732,364
Receivable for fund shares sold		1,273,327
Dividends receivable		1,246,358
Distributions receivable from Fidelity Central Funds		214,458
Prepaid expenses		5,158
Other receivables		41,615
Total assets		3,013,686,386
Liabilities
Payable for investments purchased	$56,267,230
Payable for fund shares redeemed	2,111,687
Accrued management fee	1,654,454
Other affiliated payables	492,327
Other payables and accrued expenses	52,661
Total liabilities		60,578,359
Net Assets		$2,953,108,027
Net Assets consist of:
Paid in capital		$2,225,246,488
Total accumulated earnings (loss)		727,861,539
Net Assets, for 116,175,023 shares outstanding		$2,953,108,027
Net Asset Value, offering price and redemption price per share ($2,953,108,027 ÷ 116,175,023 shares)		$25.42

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

Statement of Operations

		Year ended October 31, 2019
Investment Income
Dividends		$25,734,155
Income from Fidelity Central Funds (including $62,944 from security lending)		1,753,533
Total income		27,487,688
Expenses
Management fee
Basic fee	$14,651,965
Performance adjustment	3,872,818
Transfer agent fees	4,750,683
Accounting and security lending fees	807,315
Custodian fees and expenses	43,293
Independent trustees' fees and expenses	14,911
Registration fees	128,342
Audit	52,729
Legal	15,723
Miscellaneous	15,986
Total expenses before reductions	24,353,765
Expense reductions	(104,464)
Total expenses after reductions		24,249,301
Net investment income (loss)		3,238,387
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	155,728,982
Fidelity Central Funds	(712)
Foreign currency transactions	16,155
Total net realized gain (loss)		155,744,425
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers	211,704,269
Fidelity Central Funds	686
Assets and liabilities in foreign currencies	(2,003)
Total change in net unrealized appreciation (depreciation)		211,702,952
Net gain (loss)		367,447,377
Net increase (decrease) in net assets resulting from operations		$370,685,764

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

Statement of Changes in Net Assets

	Year ended October 31, 2019	Year ended October 31, 2018
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$3,238,387	$1,431,762
Net realized gain (loss)	155,744,425	321,407,359
Change in net unrealized appreciation (depreciation)	211,702,952	(85,711,564)
Net increase (decrease) in net assets resulting from operations	370,685,764	237,127,557
Distributions to shareholders	(294,260,663)	(104,368,754)
Share transactions
Proceeds from sales of shares	998,501,069	620,156,191
Reinvestment of distributions	281,328,969	99,419,534
Cost of shares redeemed	(665,247,094)	(308,013,762)
Net increase (decrease) in net assets resulting from share transactions	614,582,944	411,561,963
Total increase (decrease) in net assets	691,008,045	544,320,766
Net Assets
Beginning of period	2,262,099,982	1,717,779,216
End of period	$2,953,108,027	$2,262,099,982
Other Information
Shares
Sold	41,369,223	24,445,946
Issued in reinvestment of distributions	12,994,409	4,408,849
Redeemed	(27,830,055)	(12,373,746)
Net increase (decrease)	26,533,577	16,481,049

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

Financial Highlights

Fidelity Focused Stock Fund


Years ended October 31,	2019	2018	2017	2016	2015
Selected Per–Share Data
Net asset value, beginning of period	$25.23	$23.48	$18.63	$19.08	$20.74
Income from Investment Operations
Net investment income (loss)^A	.03	.02	.13	.09	.04
Net realized and unrealized gain (loss)	3.23	3.17	4.92	.52	.24
Total from investment operations	3.26	3.19	5.05	.61	.28
Distributions from net investment income	(.03)	(.09)^B	(.10)	(.05)	(.02)
Distributions from net realized gain	(3.04)	(1.35)^B	(.10)	(1.02)	(1.92)
Total distributions	(3.07)	(1.44)	(.20)	(1.06)^C	(1.94)
Net asset value, end of period	$25.42	$25.23	$23.48	$18.63	$19.08
Total Return^D	15.05%	14.30%	27.37%	3.31%	1.33%
Ratios to Average Net Assets^E,^F
Expenses before reductions	.89%	.82%	.57%	.62%	.73%
Expenses net of fee waivers, if any	.89%	.82%	.57%	.62%	.72%
Expenses net of all reductions	.89%	.81%	.57%	.62%	.72%
Net investment income (loss)	.12%	.07%	.63%	.50%	.18%
Supplemental Data
Net assets, end of period (000 omitted)	$2,953,108	$2,262,100	$1,717,779	$1,602,487	$1,896,753
Portfolio turnover rate^G	152%	138%	121%	141%	189%^H

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

^B The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

^C Total distributions of $1.06 per share is comprised of distributions from net investment income of $.045 and distributions from net realized gain of $1.017 per share.

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

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

^F Expense ratios reflect operating expenses of the Fund. 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 Fund 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 Fund.

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

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

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

Notes to Financial Statements

For the period ended October 31, 2019

1. Organization.

Fidelity Focused Stock Fund (the Fund) is a fund of Fidelity Capital Trust (the Trust) and is authorized to issue an unlimited number of shares. Share transactions on the Statement of Changes in Net Assets may contain exchanges between affiliated funds. 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.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

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

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

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

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

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 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. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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.

Distributions are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund certain Funds claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Book-tax differences are primarily due to foreign currency transactions, certain foreign taxes and losses deferred due to wash sales.

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

Gross unrealized appreciation	$601,528,717
Gross unrealized depreciation	(16,833,777)
Net unrealized appreciation (depreciation)	$584,694,940
Tax Cost	$2,388,478,166

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

Undistributed ordinary income	$11,189,596
Undistributed long-term capital gain	$131,978,012
Net unrealized appreciation (depreciation) on securities and other investments	$584,693,930

The tax character of distributions paid was as follows:

	October 31, 2019	October 31, 2018
Ordinary Income	$2,682,064	$ 30,743,722
Long-term Capital Gains	291,578,599	73,625,032
Total	$294,260,663	$ 104,368,754

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $4,279,524,298 and $4,021,536,980, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .24% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. 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 Fund's relative investment performance as compared to its benchmark index, the S&P 500 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .68% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .17% of average net assets.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $7,057 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. For equity securities, lending agents are used, including National Financial Services (NFS), an affiliate of the Fund. Pursuant to a securities lending agreement, NFS will receive a fee, which is capped at 9.9% of daily lending revenue, for its services as lending agent. The Fund may lend securities to certain qualified borrowers, including NFS. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. At period end, there were no security loans outstanding. Total fees paid by the Fund to NFS, as lending agent, amounted to $2,477. 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. During the period, there were no securities loaned to NFS.

8. Expense Reductions.

In addition, during the period the investment adviser reimbursed and/or waived a portion of operating expenses in the amount of $18,395.

9. Other.

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Fidelity Capital Trust and Shareholders of Fidelity Focused Stock Fund:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Fidelity Focused Stock Fund (one of the funds constituting Fidelity Capital Trust, referred to hereafter as the “Fund”) as of October 31, 2019, the related statement of operations for the year ended October 31, 2019, the statement of changes in net assets for each of the two years in the period ended October 31, 2019, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2019 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended October 31, 2019 and the financial highlights for each of the five years in the period ended October 31, 2019 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 11, 2019

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

Trustees and Officers

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

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

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

Independent Trustees:

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

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Donald F. Donahue (1950)

Year of Election or Appointment: 2018

Trustee

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

Garnett A. Smith (1947)

Year of Election or Appointment: 2018

Trustee

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Michael E. Wiley (1950)

Year of Election or Appointment: 2018

Trustee

Advisory Board Members and Officers:

Name, Year of Birth; Principal Occupation

Vicki L. Fuller (1957)

Year of Election or Appointment: 2018

Member of the Advisory Board

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as Assistant Treasurer of other funds. Mr. Brown is an employee of Fidelity Investments (2013-present).

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

William C. Coffey (1969)

Year of Election or Appointment: 2019

Assistant Secretary

Timothy M. Cohen (1969)

Year of Election or Appointment: 2018

Vice President

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Pamela R. Holding (1964)

Year of Election or Appointment: 2018

Vice President

Cynthia Lo Bessette (1969)

Year of Election or Appointment: 2019

Secretary and Chief Legal Officer (CLO)

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Wegmann also serves as Assistant Treasurer of other funds. Mr. Wegmann is an employee of Fidelity Investments (2011-present).

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 (May 1, 2019 to October 31, 2019).

Actual Expenses

The first line of the accompanying table 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 under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. 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 provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in 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. 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.

	Annualized Expense Ratio-^A	Beginning Account Value May 1, 2019	Ending Account Value October 31, 2019	Expenses Paid During Period-^B May 1, 2019 to October 31, 2019
Actual	.88%	$1,000.00	$1,005.10	$4.45
Hypothetical-^C		$1,000.00	$1,020.77	$4.48

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

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

^C 5% return per year before expenses

Distributions (Unaudited)

The Board of Trustees of Fidelity Focused Stock Fund voted to pay on December 9, 2019, to shareholders of record at the opening of business on December 6, 2019, a distribution of $1.301 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.022 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2019, $132,087,376, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 100% of the dividend distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

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

The fund will notify shareholders in January 2020 of amounts for use in preparing 2019 income tax returns.

Fidelity Investments

TQG-ANN-1219
1.538682.122

Fidelity® Stock Selector Small Cap Fund

Annual Report

October 31, 2019

Includes Fidelity and Fidelity Advisor share classes

See the inside front cover for important information about access to your fund’s shareholder reports.

Fidelity Investments

Account Type	Website	Phone Number
Brokerage, Mutual Fund, or Annuity Contracts:	fidelity.com/mailpreferences	1-800-343-3548
Employer Provided Retirement Accounts:	netbenefits.fidelity.com/preferences (choose 'no' under Required Disclosures to continue to print)	1-800-343-0860
Advisor Sold Accounts Serviced Through Your Financial Intermediary:	Contact Your Financial Intermediary	Your Financial Intermediary's phone number
Advisor Sold Accounts Serviced by Fidelity:	institutional.fidelity.com	1-877-208-0098

Contents

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

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

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

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Performance: The Bottom Line

Average Annual Total Returns

For the periods ended October 31, 2019	Past 1 year	Past 5 years	Past 10 years
Class A (incl. 5.75% sales charge)	5.14%	6.75%	11.66%
Class M (incl. 3.50% sales charge)	7.31%	6.90%	11.57%
Class C (incl. contingent deferred sales charge)	9.74%	7.14%	11.43%
Fidelity® Stock Selector Small Cap Fund	11.90%	8.34%	12.64%
Class I	11.87%	8.33%	12.68%
Class Z	12.05%	8.42%	12.73%

Class C shares' contingent deferred sales charges included in the past one year, past five years and past ten years total return figures are 1%, 0% and 0%, respectively.

The initial offering of Class Z shares took place on February 1, 2017. Returns prior to February 1, 2017, are those of Class I.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Stock Selector Small Cap Fund, a class of the fund, on October 31, 2009.

The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Index performed over the same period.

	Period Ending Values
	$32,880	Fidelity® Stock Selector Small Cap Fund - Fidelity® Stock Selector Small Cap Fund
	$31,816	Russell 2000® Index

Management's Discussion of Fund Performance

Comments from Lead Portfolio Manager Morgen Peck: For the fiscal year, the fund's share classes gained roughly 11% to 12%, notably outpacing the 4.90% result of the benchmark, the Russell^® 2000 Index. The small-cap equity market experienced a volatile 12 months, as trade tariffs, interest rates and slower global growth concerned investors. Amid this environment, defensive sectors and higher-quality names with stable growth performed best. Versus the benchmark, stock selection drove the fund's outperformance, especially choices within the health care, consumer discretionary and industrials sectors. Positioning in energy also added value. Among individual stocks, the fund's stake in semiconductor equipment maker Entegris rose 83%, and contributed more than any other position. The company's end-markets stabilized for much of the 12 months, after absorbing excess supply in late 2018, and Entegris exceeded consensus earnings expectations for several quarters, lifting its stock price. Also adding value was the fund's stake in stand-by generator manufacturer Generac Holdings (+90%). Conversely, an underweighting in the strong-performing utilities sector and choices in information technology detracted. In the latter sector, an overweighting in this strong-performing group more than offset the negative impact of stock selection. A position in kids' clothing retailer The Children's Place (-43%) detracted more than any individual fund position.

Investment Summary (Unaudited)

Top Ten Stocks as of October 31, 2019

	% of fund's net assets
Generac Holdings, Inc.	1.3
Essent Group Ltd.	1.2
Deckers Outdoor Corp.	1.1
Murphy U.S.A., Inc.	1.1
Performance Food Group Co.	1.1
Entegris, Inc.	1.0
Innospec, Inc.	1.0
Primerica, Inc.	1.0
Terreno Realty Corp.	1.0
Churchill Downs, Inc.	1.0
	10.8

Top Five Market Sectors as of October 31, 2019

	% of fund's net assets
Financials	19.1
Information Technology	16.7
Industrials	15.3
Health Care	14.3
Consumer Discretionary	14.2

Asset Allocation (% of fund's net assets)

As of October 31, 2019^*
	Stocks	99.1%
	Short-Term Investments and Net Other Assets (Liabilities)	0.9%

* Foreign investments - 9.2%

Schedule of Investments October 31, 2019

Showing Percentage of Net Assets

Common Stocks - 99.1%
	Shares	Value (000s)
COMMUNICATION SERVICES - 2.1%
Diversified Telecommunication Services - 0.5%
Bandwidth, Inc. (a)	36,000	$2,021
Iridium Communications, Inc. (a)	109,400	2,677
		4,698
Entertainment - 0.3%
Cinemark Holdings, Inc.	84,750	3,102
Media - 1.3%
Gray Television, Inc. (a)	173,600	2,849
Nexstar Broadcasting Group, Inc. Class A	57,800	5,623
Tegna, Inc.	203,900	3,065
The New York Times Co. Class A	70,650	2,183
		13,720

TOTAL COMMUNICATION SERVICES		21,520

CONSUMER DISCRETIONARY - 14.2%
Auto Components - 1.1%
Fox Factory Holding Corp. (a)	73,500	4,479
Standard Motor Products, Inc.	96,102	5,032
Stoneridge, Inc. (a)	70,500	2,177
		11,688
Diversified Consumer Services - 0.8%
Laureate Education, Inc. Class A (a)	521,500	8,060
Hotels, Restaurants & Leisure - 1.9%
Churchill Downs, Inc.	76,800	9,983
Eldorado Resorts, Inc. (a)(b)	72,750	3,257
Wendy's Co.	288,100	6,102
		19,342
Household Durables - 2.8%
Cavco Industries, Inc. (a)	14,866	2,849
Helen of Troy Ltd. (a)	20,300	3,040
M.D.C. Holdings, Inc.	211,726	8,196
Skyline Champion Corp. (a)	186,800	5,273
Taylor Morrison Home Corp. (a)	157,000	3,933
TopBuild Corp. (a)	49,000	5,093
		28,384
Leisure Products - 1.6%
Acushnet Holdings Corp.	236,600	6,731
Brunswick Corp.	40,200	2,341
Clarus Corp.	311,000	3,965
MCBC Holdings, Inc. (a)	104,400	1,644
YETI Holdings, Inc. (b)	56,100	1,869
		16,550
Multiline Retail - 0.3%
Ollie's Bargain Outlet Holdings, Inc. (a)(b)	54,900	3,507
Specialty Retail - 2.8%
Monro, Inc.	88,700	6,219
Murphy U.S.A., Inc. (a)	94,900	11,192
The Children's Place Retail Stores, Inc.	58,500	4,792
Williams-Sonoma, Inc. (b)	94,600	6,318
		28,521
Textiles, Apparel & Luxury Goods - 2.9%
Carter's, Inc.	46,500	4,661
Deckers Outdoor Corp. (a)	73,400	11,223
Oxford Industries, Inc.	24,500	1,687
Steven Madden Ltd.	232,988	9,594
Wolverine World Wide, Inc.	92,600	2,748
		29,913

TOTAL CONSUMER DISCRETIONARY		145,965

CONSUMER STAPLES - 5.2%
Food & Staples Retailing - 2.4%
BJ's Wholesale Club Holdings, Inc. (a)	346,100	9,241
Casey's General Stores, Inc.	26,500	4,526
Performance Food Group Co. (a)	255,075	10,869
		24,636
Food Products - 1.7%
Darling International, Inc. (a)	216,400	4,177
Nomad Foods Ltd. (a)	325,100	6,343
Post Holdings, Inc. (a)	72,000	7,409
		17,929
Household Products - 0.7%
Central Garden & Pet Co. Class A (non-vtg.) (a)	257,600	7,285
Personal Products - 0.4%
BellRing Brands, Inc. Class A (a)	231,500	4,044

TOTAL CONSUMER STAPLES		53,894

ENERGY - 1.0%
Oil, Gas & Consumable Fuels - 1.0%
Delek U.S. Holdings, Inc.	189,471	7,569
Par Pacific Holdings, Inc. (a)	113,800	2,578
		10,147
FINANCIALS - 19.1%
Banks - 10.3%
Associated Banc-Corp.	197,561	3,973
BancFirst Corp.	119,856	6,938
Banner Corp.	121,129	6,539
City Holding Co.	100,400	7,966
Cullen/Frost Bankers, Inc.	93,000	8,377
First Bancorp, Puerto Rico	452,100	4,756
First Citizens Bancshares, Inc.	10,800	5,313
First Hawaiian, Inc.	311,746	8,520
First Interstate Bancsystem, Inc.	161,917	6,794
First Merchants Corp.	151,037	5,974
Heartland Financial U.S.A., Inc.	70,111	3,280
Hilltop Holdings, Inc.	195,800	4,574
Independent Bank Corp., Massachusetts	69,842	5,733
Signature Bank	18,100	2,142
Trico Bancshares	210,017	7,903
Trustmark Corp.	97,500	3,346
WesBanco, Inc.	197,300	7,417
Wintrust Financial Corp.	95,200	6,076
		105,621
Capital Markets - 1.7%
BrightSphere Investment Group, Inc.	199,155	1,956
Hamilton Lane, Inc. Class A	87,800	5,235
Houlihan Lokey	53,300	2,519
Morningstar, Inc.	38,119	6,169
Virtu Financial, Inc. Class A (b)	124,700	2,115
		17,994
Consumer Finance - 1.1%
First Cash Financial Services, Inc.	100,300	8,464
Navient Corp.	202,600	2,790
		11,254
Insurance - 3.3%
Amerisafe, Inc.	61,900	3,933
Employers Holdings, Inc.	55,043	2,331
First American Financial Corp.	147,900	9,137
Primerica, Inc.	82,600	10,422
White Mountains Insurance Group Ltd.	7,900	8,461
		34,284
Mortgage Real Estate Investment Trusts - 0.3%
Redwood Trust, Inc.	185,000	3,023
Thrifts & Mortgage Finance - 2.4%
Essent Group Ltd.	228,600	11,908
LendingTree, Inc. (a)	7,100	2,555
NMI Holdings, Inc. (a)	84,500	2,472
WSFS Financial Corp.	172,942	7,293
		24,228

TOTAL FINANCIALS		196,404

HEALTH CARE - 14.3%
Biotechnology - 6.9%
ACADIA Pharmaceuticals, Inc. (a)	131,567	5,580
Agios Pharmaceuticals, Inc. (a)	46,515	1,399
Allakos, Inc. (a)	38,616	2,649
AnaptysBio, Inc. (a)	36,700	1,384
Aprea Therapeutics, Inc.	48,200	1,164
Argenx SE ADR (a)	31,331	3,837
Ascendis Pharma A/S sponsored ADR (a)	34,006	3,760
Audentes Therapeutics, Inc. (a)	59,980	1,613
BELLUS Health, Inc. (a)	11,300	75
bluebird bio, Inc. (a)	32,784	2,656
Blueprint Medicines Corp. (a)	43,154	2,971
Crinetics Pharmaceuticals, Inc. (a)(b)	106,950	1,883
FibroGen, Inc. (a)	136,400	5,340
G1 Therapeutics, Inc. (a)	105,100	2,230
Heron Therapeutics, Inc. (a)	148,500	3,156
Insmed, Inc. (a)	164,947	3,066
Intercept Pharmaceuticals, Inc. (a)	33,803	2,460
Ionis Pharmaceuticals, Inc. (a)	25,028	1,395
Kezar Life Sciences, Inc. (a)	69,264	225
Kura Oncology, Inc. (a)	119,200	1,786
La Jolla Pharmaceutical Co. (a)	124,900	876
Mirati Therapeutics, Inc. (a)(b)	28,300	2,665
Morphic Holding, Inc.	62,200	871
Neurocrine Biosciences, Inc. (a)	45,932	4,570
Principia Biopharma, Inc. (a)	83,400	2,945
Protagonist Therapeutics, Inc. (a)	253,848	3,414
Sage Therapeutics, Inc. (a)	17,700	2,401
Sarepta Therapeutics, Inc. (a)	19,900	1,653
Scholar Rock Holding Corp. (a)	4,800	44
Turning Point Therapeutics, Inc.	33,800	1,297
Viela Bio, Inc.	75,600	1,644
Zymeworks, Inc. (a)	14,500	501
		71,510
Health Care Equipment & Supplies - 2.8%
CONMED Corp.	31,300	3,444
Haemonetics Corp. (a)	66,100	7,980
Hill-Rom Holdings, Inc.	63,200	6,616
Masimo Corp. (a)	38,800	5,657
STERIS PLC	35,100	4,969
		28,666
Health Care Providers & Services - 1.3%
Chemed Corp.	10,200	4,018
LHC Group, Inc. (a)	50,400	5,593
Molina Healthcare, Inc. (a)	32,900	3,870
		13,481
Health Care Technology - 0.4%
Inovalon Holdings, Inc. Class A (a)	265,600	4,151
Life Sciences Tools & Services - 1.7%
10X Genomics, Inc. (a)	11,600	673
Bio-Rad Laboratories, Inc. Class A (a)	16,300	5,405
Bruker Corp.	105,600	4,699
ICON PLC (a)	42,600	6,258
		17,035
Pharmaceuticals - 1.2%
MyoKardia, Inc. (a)	67,930	3,894
Theravance Biopharma, Inc. (a)	112,478	1,813
Xeris Pharmaceuticals, Inc. (a)	208,800	1,708
Zogenix, Inc. (a)	113,400	5,063
		12,478

TOTAL HEALTH CARE		147,321

INDUSTRIALS - 15.3%
Aerospace & Defense - 1.4%
Moog, Inc. Class A	108,462	9,079
Teledyne Technologies, Inc. (a)	17,451	5,752
		14,831
Air Freight & Logistics - 0.3%
Air Transport Services Group, Inc. (a)	133,748	2,797
Building Products - 2.1%
Allegion PLC	21,805	2,530
Armstrong World Industries, Inc.	42,000	3,928
Continental Building Products, Inc. (a)	113,100	3,383
Gibraltar Industries, Inc. (a)	85,000	4,525
Simpson Manufacturing Co. Ltd.	86,120	7,117
		21,483
Commercial Services & Supplies - 0.5%
Tetra Tech, Inc.	57,600	5,038
Construction & Engineering - 2.6%
Comfort Systems U.S.A., Inc.	77,676	3,916
EMCOR Group, Inc.	106,280	9,322
Fluor Corp.	120,100	1,935
MasTec, Inc. (a)	84,900	5,344
Valmont Industries, Inc.	49,280	6,761
		27,278
Electrical Equipment - 2.2%
Atkore International Group, Inc. (a)	260,800	9,050
Generac Holdings, Inc. (a)	139,000	13,422
		22,472
Machinery - 4.0%
Allison Transmission Holdings, Inc.	70,400	3,070
ESCO Technologies, Inc.	106,600	9,007
Gardner Denver Holdings, Inc. (a)	68,100	2,168
ITT, Inc.	152,340	9,057
Luxfer Holdings PLC sponsored	147,200	2,482
Oshkosh Corp.	21,600	1,844
Rexnord Corp. (a)	144,600	4,091
SPX Flow, Inc. (a)	206,909	9,369
		41,088
Professional Services - 1.1%
CBIZ, Inc. (a)	268,900	7,360
FTI Consulting, Inc. (a)	35,400	3,854
		11,214
Trading Companies & Distributors - 1.1%
Kaman Corp.	127,875	7,502
MRC Global, Inc. (a)	148,190	1,683
Rush Enterprises, Inc. Class A	50,592	2,210
		11,395

TOTAL INDUSTRIALS		157,596

INFORMATION TECHNOLOGY - 16.7%
Electronic Equipment & Components - 2.2%
ePlus, Inc. (a)	70,352	5,497
Fabrinet (a)	144,140	8,105
Insight Enterprises, Inc. (a)	63,600	3,904
TTM Technologies, Inc. (a)	448,784	5,255
		22,761
IT Services - 6.9%
Amdocs Ltd.	50,000	3,260
Black Knight, Inc. (a)	47,600	3,056
CACI International, Inc. Class A(a)	23,400	5,236
Endava PLC ADR (a)	108,800	4,679
EPAM Systems, Inc. (a)	34,498	6,070
ExlService Holdings, Inc. (a)	115,933	8,072
Maximus, Inc.	55,450	4,255
Perficient, Inc. (a)	142,200	5,574
Perspecta, Inc.	288,500	7,657
Science Applications International Corp.	104,650	8,646
Verra Mobility Corp. (a)	243,300	3,491
Virtusa Corp. (a)	62,900	2,345
WNS Holdings Ltd. sponsored ADR(a)	142,050	8,784
		71,125
Semiconductors & Semiconductor Equipment - 3.7%
Brooks Automation, Inc.	160,200	6,804
Cabot Microelectronics Corp.	34,800	5,259
Entegris, Inc.	221,600	10,637
MKS Instruments, Inc.	18,900	2,045
Onto Innovation, Inc. (a)	170,700	5,497
Semtech Corp. (a)	156,000	7,872
		38,114
Software - 3.9%
Altair Engineering, Inc. Class A (a)	85,800	3,163
Ebix, Inc.	39,100	1,667
Everbridge, Inc. (a)	107,000	7,438
Five9, Inc. (a)	156,500	8,687
LivePerson, Inc. (a)(b)	214,500	8,805
Q2 Holdings, Inc. (a)	35,800	2,559
Varonis Systems, Inc. (a)	37,800	2,705
Workiva, Inc. (a)	113,800	4,742
		39,766

TOTAL INFORMATION TECHNOLOGY		171,766

MATERIALS - 3.0%
Chemicals - 1.7%
Axalta Coating Systems Ltd. (a)	137,000	4,040
Innospec, Inc.	116,109	10,608
Olin Corp.	157,000	2,879
		17,527
Construction Materials - 0.3%
Eagle Materials, Inc.	37,300	3,407
Metals & Mining - 0.5%
Commercial Metals Co.	148,600	2,872
Steel Dynamics, Inc.	85,650	2,600
		5,472
Paper & Forest Products - 0.5%
Louisiana-Pacific Corp.	161,800	4,729

TOTAL MATERIALS		31,135

REAL ESTATE - 6.9%
Equity Real Estate Investment Trusts (REITs) - 6.6%
American Assets Trust, Inc.	87,800	4,299
Americold Realty Trust	234,950	9,419
Corporate Office Properties Trust (SBI)	149,400	4,428
CubeSmart	174,200	5,522
Equity Commonwealth	152,100	4,895
Equity Lifestyle Properties, Inc.	67,500	4,721
Four Corners Property Trust, Inc.	95,106	2,725
Front Yard Residential Corp. Class B	232,500	2,876
Lexington Corporate Properties Trust	392,700	4,273
PS Business Parks, Inc.	27,500	4,965
Rexford Industrial Realty, Inc.	120,250	5,783
Store Capital Corp.	82,507	3,342
Terreno Realty Corp.	181,600	10,244
		67,492
Real Estate Management & Development - 0.3%
Cushman & Wakefield PLC (a)	193,400	3,607

TOTAL REAL ESTATE		71,099

UTILITIES - 1.3%
Electric Utilities - 0.5%
Allete, Inc.	51,600	4,441
Gas Utilities - 0.4%
Southwest Gas Holdings, Inc.	50,350	4,396
Independent Power and Renewable Electricity Producers - 0.4%
Vistra Energy Corp.	158,250	4,277

TOTAL UTILITIES		13,114

TOTAL COMMON STOCKS
(Cost $839,461)		1,019,961
	Principal Amount (000s)	Value (000s)

U.S. Treasury Obligations - 0.0%
U.S. Treasury Bills, yield at date of purchase 1.94% 11/29/19 (c)
(Cost $220)	220	220
	Shares	Value (000s)

Money Market Funds - 3.2%
Fidelity Cash Central Fund 1.83% (d)	7,518,294	$7,520
Fidelity Securities Lending Cash Central Fund 1.84% (d)(e)	25,028,542	25,031
TOTAL MONEY MARKET FUNDS
(Cost $32,550)		32,551
TOTAL INVESTMENT IN SECURITIES - 102.3%
(Cost $872,231)		1,052,732
NET OTHER ASSETS (LIABILITIES) - (2.3)%		(23,381)
NET ASSETS - 100%		$1,029,351

Legend

(a) Non-income producing

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

(c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $10,000.

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

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

Affiliated Central Funds

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

Fund	Income earned
	(Amounts in thousands)
Fidelity Cash Central Fund	$558
Fidelity Securities Lending Cash Central Fund	171
Total	$729

Investment Valuation

	Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
(Amounts in thousands)
Investments in Securities:
Equities:
Communication Services	$21,520	$21,520	$--	$--
Consumer Discretionary	145,965	145,965	--	--
Consumer Staples	53,894	53,894	--	--
Energy	10,147	10,147	--	--
Financials	196,404	196,404	--	--
Health Care	147,321	147,321	--	--
Industrials	157,596	157,596	--	--
Information Technology	171,766	171,766	--	--
Materials	31,135	31,135	--	--
Real Estate	71,099	71,099	--	--
Utilities	13,114	13,114	--	--
U.S. Government and Government Agency Obligations	220	--	220	--
Money Market Funds	32,551	32,551	--	--
Total Investments in Securities:	$1,052,732	$1,052,512	$220	$--

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

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)		October 31, 2019
Assets
Investment in securities, at value (including securities loaned of $24,281) — See accompanying schedule: Unaffiliated issuers (cost $839,681)	$1,020,181
Fidelity Central Funds (cost $32,550)	32,551
Total Investment in Securities (cost $872,231)		$1,052,732
Cash		38
Receivable for investments sold		2,148
Receivable for fund shares sold		599
Dividends receivable		125
Distributions receivable from Fidelity Central Funds		34
Prepaid expenses		2
Other receivables		26
Total assets		1,055,704
Liabilities
Payable for investments purchased	$34
Payable for fund shares redeemed	425
Accrued management fee	583
Distribution and service plan fees payable	17
Other affiliated payables	209
Other payables and accrued expenses	58
Collateral on securities loaned	25,027
Total liabilities		26,353
Net Assets		$1,029,351
Net Assets consist of:
Paid in capital		$830,224
Total accumulated earnings (loss)		199,127
Net Assets		$1,029,351
Net Asset Value and Maximum Offering Price
Class A:
Net Asset Value and redemption price per share ($37,189 ÷ 1,561.0 shares)^(a)		$23.82
Maximum offering price per share (100/94.25 of $23.82)		$25.27
Class M:
Net Asset Value and redemption price per share ($7,428 ÷ 322.9 shares)^(a)		$23.00
Maximum offering price per share (100/96.50 of $23.00)		$23.83
Class C:
Net Asset Value and offering price per share ($7,542 ÷ 351.9 shares)^(a)		$21.43
Stock Selector Small Cap:
Net Asset Value, offering price and redemption price per share ($937,952 ÷ 38,337.5 shares)		$24.47
Class I:
Net Asset Value, offering price and redemption price per share ($9,060 ÷ 369.2 shares)		$24.54
Class Z:
Net Asset Value, offering price and redemption price per share ($30,180 ÷ 1,229.5 shares)		$24.55

(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.

Statement of Operations

Amounts in thousands		Year ended October 31, 2019
Investment Income
Dividends		$11,746
Interest		9
Income from Fidelity Central Funds (including $171 from security lending)		729
Total income		12,484
Expenses
Management fee
Basic fee	$6,637
Performance adjustment	(848)
Transfer agent fees	2,058
Distribution and service plan fees	171
Accounting and security lending fees	369
Custodian fees and expenses	38
Independent trustees' fees and expenses	6
Registration fees	119
Audit	67
Legal	8
Miscellaneous	11
Total expenses before reductions	8,636
Expense reductions	(14)
Total expenses after reductions		8,622
Net investment income (loss)		3,862
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	25,175
Redemptions in-kind with affiliated entities	41,770
Foreign currency transactions	(4)
Futures contracts	(898)
Total net realized gain (loss)		66,043
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers	50,890
Fidelity Central Funds	1
Futures contracts	22
Total change in net unrealized appreciation (depreciation)		50,913
Net gain (loss)		116,956
Net increase (decrease) in net assets resulting from operations		$120,818

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

Statement of Changes in Net Assets

Amounts in thousands	Year ended October 31, 2019	Year ended October 31, 2018
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$3,862	$5,870
Net realized gain (loss)	66,043	219,021
Change in net unrealized appreciation (depreciation)	50,913	(182,932)
Net increase (decrease) in net assets resulting from operations	120,818	41,959
Distributions to shareholders	(186,724)	(151,381)
Share transactions - net increase (decrease)	(20,129)	(351,977)
Redemption fees	–	10
Total increase (decrease) in net assets	(86,035)	(461,389)
Net Assets
Beginning of period	1,115,386	1,576,775
End of period	$1,029,351	$1,115,386

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

Financial Highlights

Fidelity Stock Selector Small Cap Fund Class A

Years ended October 31,	2019	2018	2017	2016	2015
Selected Per–Share Data
Net asset value, beginning of period	$25.94	$28.16	$23.48	$24.48	$25.76
Income from Investment Operations
Net investment income (loss)^A	.01	.04^B	–^C	.05	.06
Net realized and unrealized gain (loss)	2.30	.43	5.05	.52	.96
Total from investment operations	2.31	.47	5.05	.57	1.02
Distributions from net investment income	(.01)	(.03)	(.07)	(.05)	(.03)
Distributions from net realized gain	(4.42)	(2.65)	(.30)	(1.52)	(2.27)
Total distributions	(4.43)	(2.69)^D	(.37)	(1.57)	(2.30)
Redemption fees added to paid in capital^A	–	–^C	–^C	–^C	–^C
Net asset value, end of period	$23.82	$25.94	$28.16	$23.48	$24.48
Total Return^E,^F	11.55%	1.73%	21.62%	2.30%	4.19%
Ratios to Average Net Assets^G,^H
Expenses before reductions	1.04%	.97%	1.05%	1.16%	1.01%
Expenses net of fee waivers, if any	1.04%	.97%	1.04%	1.16%	1.01%
Expenses net of all reductions	1.04%	.95%	1.04%	1.15%	1.00%
Net investment income (loss)	.06%	.14%^B	.02%	.22%	.24%
Supplemental Data
Net assets, end of period (in millions)	$37	$23	$14	$12	$11
Portfolio turnover rate^I	56%^J	68%	62%	57%	48%

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

^B Net investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .04%.

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

^D Total distributions of $2.69 per share is comprised of distributions from net investment income of $.034 and distributions from net realized gain of $2.651 per share.

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

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

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

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

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

^J Portfolio turnover rate excludes securities received or delivered in-kind.

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

Fidelity Stock Selector Small Cap Fund Class M

Years ended October 31,	2019	2018	2017	2016	2015
Selected Per–Share Data
Net asset value, beginning of period	$25.21	$27.49	$22.95	$24.00	$25.30
Income from Investment Operations
Net investment income (loss)^A	(.05)	(.06)^B	(.08)	(.03)	(.03)
Net realized and unrealized gain (loss)	2.21	.43	4.92	.50	.97
Total from investment operations	2.16	.37	4.84	.47	.94
Distributions from net investment income	–	–	–	–	–
Distributions from net realized gain	(4.37)	(2.65)	(.30)	(1.52)	(2.24)
Total distributions	(4.37)	(2.65)	(.30)	(1.52)	(2.24)
Redemption fees added to paid in capital^A	–	–^C	–^C	–^C	–^C
Net asset value, end of period	$23.00	$25.21	$27.49	$22.95	$24.00
Total Return^D,^E	11.20%	1.40%	21.20%	1.89%	3.90%
Ratios to Average Net Assets^F,^G
Expenses before reductions	1.35%	1.33%	1.39%	1.51%	1.35%
Expenses net of fee waivers, if any	1.35%	1.33%	1.39%	1.51%	1.35%
Expenses net of all reductions	1.35%	1.32%	1.39%	1.50%	1.34%
Net investment income (loss)	(.24)%	(.22)%^B	(.33)%	(.13)%	(.10)%
Supplemental Data
Net assets, end of period (in millions)	$7	$5	$3	$3	$3
Portfolio turnover rate^H	56%^I	68%	62%	57%	48%

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

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

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

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

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

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

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

^I Portfolio turnover rate excludes securities received or delivered in-kind.

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

Fidelity Stock Selector Small Cap Fund Class C

Years ended October 31,	2019	2018	2017	2016	2015
Selected Per–Share Data
Net asset value, beginning of period	$23.79	$26.20	$21.99	$23.16	$24.49
Income from Investment Operations
Net investment income (loss)^A	(.16)	(.17)^B	(.20)	(.13)	(.14)
Net realized and unrealized gain (loss)	2.06	.41	4.71	.48	.93
Total from investment operations	1.90	.24	4.51	.35	.79
Distributions from net investment income	–	–	–	–	–
Distributions from net realized gain	(4.26)	(2.65)	(.30)	(1.52)	(2.12)
Total distributions	(4.26)	(2.65)	(.30)	(1.52)	(2.12)
Redemption fees added to paid in capital^A	–	–^C	–^C	–^C	–^C
Net asset value, end of period	$21.43	$23.79	$26.20	$21.99	$23.16
Total Return^D,^E	10.64%	.94%	20.62%	1.41%	3.36%
Ratios to Average Net Assets^F,^G
Expenses before reductions	1.86%	1.79%	1.87%	1.98%	1.84%
Expenses net of fee waivers, if any	1.86%	1.79%	1.87%	1.98%	1.84%
Expenses net of all reductions	1.86%	1.78%	1.86%	1.97%	1.83%
Net investment income (loss)	(.76)%	(.68)%^B	(.81)%	(.60)%	(.59)%
Supplemental Data
Net assets, end of period (in millions)	$8	$6	$5	$3	$4
Portfolio turnover rate^H	56%^I	68%	62%	57%	48%

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

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

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

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

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

^I Portfolio turnover rate excludes securities received or delivered in-kind.

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

Fidelity Stock Selector Small Cap Fund

Years ended October 31,	2019	2018	2017	2016	2015
Selected Per–Share Data
Net asset value, beginning of period	$26.50	$28.71	$23.91	$24.89	$26.15
Income from Investment Operations
Net investment income (loss)^A	.08	.12^B	.08	.11	.12
Net realized and unrealized gain (loss)	2.36	.43	5.15	.54	.98
Total from investment operations	2.44	.55	5.23	.65	1.10
Distributions from net investment income	(.06)	(.11)	(.12)	(.11)	(.09)
Distributions from net realized gain	(4.42)	(2.65)	(.30)	(1.52)	(2.27)
Total distributions	(4.47)^C	(2.76)	(.43)^D	(1.63)	(2.36)
Redemption fees added to paid in capital^A	–	–^E	–^E	–^E	–^E
Net asset value, end of period	$24.47	$26.50	$28.71	$23.91	$24.89
Total Return^F	11.90%	2.04%	22.00%	2.57%	4.46%
Ratios to Average Net Assets^G,^H
Expenses before reductions	.75%	.68%	.75%	.89%	.77%
Expenses net of fee waivers, if any	.75%	.68%	.75%	.89%	.77%
Expenses net of all reductions	.75%	.67%	.74%	.88%	.76%
Net investment income (loss)	.36%	.43%^B	.31%	.49%	.48%
Supplemental Data
Net assets, end of period (in millions)	$938	$1,035	$1,511	$1,359	$1,372
Portfolio turnover rate^I	56%^J	68%	62%	57%	48%

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

^C Total distributions of $4.47 per share is comprised of distributions from net investment income of $.055 and distributions from net realized gain of $4.418 per share.

^D Total distributions of $.43 per share is comprised of distributions from net investment income of $.123 and distributions from net realized gain of $.303 per share.

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

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

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

^J Portfolio turnover rate excludes securities received or delivered in-kind.

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

Fidelity Stock Selector Small Cap Fund Class I

Years ended October 31,	2019	2018	2017	2016	2015
Selected Per–Share Data
Net asset value, beginning of period	$26.57	$28.78	$23.97	$24.96	$26.21
Income from Investment Operations
Net investment income (loss)^A	.08	.12^B	.08	.12	.13
Net realized and unrealized gain (loss)	2.37	.43	5.15	.53	.99
Total from investment operations	2.45	.55	5.23	.65	1.12
Distributions from net investment income	(.06)	(.11)	(.12)	(.12)	(.10)
Distributions from net realized gain	(4.42)	(2.65)	(.30)	(1.52)	(2.27)
Total distributions	(4.48)	(2.76)	(.42)	(1.64)	(2.37)
Redemption fees added to paid in capital^A	–	–^C	–^C	–^C	–^C
Net asset value, end of period	$24.54	$26.57	$28.78	$23.97	$24.96
Total Return^D	11.87%	2.02%	21.97%	2.55%	4.52%
Ratios to Average Net Assets^E,^F
Expenses before reductions	.76%	.69%	.75%	.87%	.74%
Expenses net of fee waivers, if any	.76%	.69%	.75%	.87%	.73%
Expenses net of all reductions	.75%	.68%	.75%	.87%	.73%
Net investment income (loss)	.35%	.42%^B	.31%	.50%	.51%
Supplemental Data
Net assets, end of period (in millions)	$9	$40	$43	$43	$46
Portfolio turnover rate^G	56%^H	68%	62%	57%	48%

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

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

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

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

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

^H Portfolio turnover rate excludes securities received or delivered in-kind.

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

Fidelity Stock Selector Small Cap Fund Class Z

Years ended October 31,	2019	2018	2017 ^A
Selected Per–Share Data
Net asset value, beginning of period	$26.59	$28.81	$26.36
Income from Investment Operations
Net investment income (loss)^B	.12	.16^C	.07
Net realized and unrealized gain (loss)	2.36	.43	2.38
Total from investment operations	2.48	.59	2.45
Distributions from net investment income	(.10)	(.16)	–
Distributions from net realized gain	(4.42)	(2.65)	–
Total distributions	(4.52)	(2.81)	–
Redemption fees added to paid in capital^B	–	–^D	–^D
Net asset value, end of period	$24.55	$26.59	$28.81
Total Return^E,^F	12.05%	2.17%	9.29%
Ratios to Average Net Assets^G,^H
Expenses before reductions	.61%	.55%	.62%^I
Expenses net of fee waivers, if any	.61%	.55%	.61%^I
Expenses net of all reductions	.61%	.54%	.61%^I
Net investment income (loss)	.49%	.56%^C	.34%^I
Supplemental Data
Net assets, end of period (in millions)	$30	$6	$1
Portfolio turnover rate^J	56%^K	68%	62%^I

^A For the period February 1, 2017 (commencement of sale of shares) to October 31, 2017.

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

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

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

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

^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.

^I Annualized

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

^K Portfolio turnover rate excludes securities received or delivered in-kind.

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

Notes to Financial Statements

For the period ended October 31, 2019
(Amounts in thousands except percentages)

1. Organization.

Fidelity Stock Selector Small Cap Fund (the Fund) is a fund of Fidelity Capital 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 M, Class C, Stock Selector Small Cap, Class I and Class Z 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.

Effective March 1, 2019, Class C shares will automatically convert to Class A shares after a holding period of ten years from the initial date of purchase, with certain exceptions.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

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

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

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

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.

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

Book-tax differences are primarily due to futures contracts, foreign currency transactions, passive foreign investment companies (PFIC), market discount, redemptions in kind and losses deferred due to wash sales.

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

Gross unrealized appreciation	$215,872
Gross unrealized depreciation	(38,568)
Net unrealized appreciation (depreciation)	$177,304
Tax Cost	$875,428

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

Undistributed ordinary income	$2,329
Undistributed long-term capital gain	$19,494
Net unrealized appreciation (depreciation) on securities and other investments	$177,304

The tax character of distributions paid was as follows:

	October 31, 2019	October 31, 2018
Ordinary Income	$14,391	$ 6,116
Long-term Capital Gains	172,333	145,265
Total	$186,724	$ 151,381

4. Derivative Instruments.

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

Equity Risk

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $613,932 and $632,655, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and an annualized group fee rate that averaged .24% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. 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 Stock Selector Small Cap as compared to its benchmark index, the Russell 2000 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .51% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

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 the investment adviser, 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%	$73	$6
Class M	.25%	.25%	32	–
Class C	.75%	.25%	66	17
			$171	$23

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 M 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 M and Class C redemptions. The deferred sales charges are 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class M shares.

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

	Retained by FDC
Class A	$32
Class M	4
Class C^(a)	1
	$37

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, 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, except for Class Z. FIIOC receives an asset-based fee of Class Z'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 Class-Level Average Net Assets
Class A	$68	.23
Class M	18	.28
Class C	20	.30
Stock Selector Small Cap	1,872	.18
Class I	75	.19
Class Z	5	.05
	$2,058

Affiliated Redemptions In-Kind. During the period, 7,510 shares of the Fund were redeemed in-kind for investments and cash with a value of $177,450. The net realized gain of $41,770 on investments delivered through in-kind redemptions is included in the accompanying Statement of Operations. The amount of the in-kind redemptions is included in share transactions in the accompanying Statement of Changes in Net Assets as well as the Notes to Financial Statements. The Fund recognized no gain or loss for federal income tax purposes.

7. Committed Line of Credit.

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

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. For equity securities, lending agents are used, including National Financial Services (NFS), an affiliate of the Fund. Pursuant to a securities lending agreement, NFS will receive a fee, which is capped at 9.9% of daily lending revenue, for its services as lending agent. The Fund may lend securities to certain qualified borrowers, including NFS. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to NFS, as affiliated borrower, at period end was $190. Total fees paid by the Fund to NFS, as lending agent, amounted to $7. 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, and includes $8 from securities loaned to NFS, as affiliated borrower.

9. Expense Reductions.

In addition, during the period the investment adviser reimbursed and/or waived a portion of fund-level operating expenses in the amount of $8.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Year ended October 31, 2019	Year ended October 31, 2018
Distributions to shareholders
Class A	$3,980	$1,345
Class M	863	291
Class C	1,165	453
Stock Selector Small Cap	172,948	145,099
Class I	6,723	4,133
Class Z	1,045	60
Total	$186,724	$151,381

11. Share Transactions.

Share transactions for each class were as follows and may contain automatic conversions between classes or exchanges between affiliated funds:

	Shares	Shares	Dollars	Dollars
	Year ended October 31, 2019	Year ended October 31, 2018	Year ended October 31, 2019	Year ended October 31, 2018
Class A
Shares sold	769	397	$17,323	$11,141
Reinvestment of distributions	192	52	3,957	1,339
Shares redeemed	(281)	(67)	(6,317)	(1,821)
Net increase (decrease)	680	382	$14,963	$10,659
Class M
Shares sold	162	91	$3,483	$2,508
Reinvestment of distributions	42	11	829	281
Shares redeemed	(68)	(30)	(1,434)	(799)
Net increase (decrease)	136	72	$2,878	$1,990
Class C
Shares sold	206	129	$4,171	$3,346
Reinvestment of distributions	62	19	1,157	447
Shares redeemed	(188)	(51)	(3,775)	(1,291)
Net increase (decrease)	80	97	$1,553	$2,502
Stock Selector Small Cap
Shares sold	7,634	22,058	$177,127	$600,957
Reinvestment of distributions	7,937	5,410	167,624	141,745
Shares redeemed	(16,301)^(a)	(41,044)	(379,548)^(a)	(1,115,801)
Net increase (decrease)	(730)	(13,576)	$(34,797)	$(373,099)
Class I
Shares sold	538	842	$12,465	$24,053
Reinvestment of distributions	316	157	6,703	4,120
Shares redeemed	(1,990)^(a)	(990)	(46,997)^(a)	(28,242)
Net increase (decrease)	(1,136)	9	$(27,829)	$(69)
Class Z
Shares sold	1,270	219	$29,611	$6,401
Reinvestment of distributions	17	2	352	51
Shares redeemed	(287)	(14)	(6,860)	(412)
Net increase (decrease)	1,000	207	$23,103	$6,040

(a) Amount includes in-kind redemptions (see the Affiliated Redemptions In-Kind note for additional details).

12. Other.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and Shareholders of Fidelity Stock Selector Small Cap Fund:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of Fidelity Stock Selector Small Cap Fund (the “Fund”), a fund of Fidelity Capital Trust, including the schedule of investments, as of October 31, 2019, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2019, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of October 31, 2019, by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

December 10, 2019

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

Trustees and Officers

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

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

Independent Trustees:

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

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Donald F. Donahue (1950)

Year of Election or Appointment: 2018

Trustee

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

Garnett A. Smith (1947)

Year of Election or Appointment: 2018

Trustee

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Michael E. Wiley (1950)

Year of Election or Appointment: 2018

Trustee

Advisory Board Members and Officers:

Name, Year of Birth; Principal Occupation

Vicki L. Fuller (1957)

Year of Election or Appointment: 2018

Member of the Advisory Board

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as Assistant Treasurer of other funds. Mr. Brown is an employee of Fidelity Investments (2013-present).

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

William C. Coffey (1969)

Year of Election or Appointment: 2019

Assistant Secretary

Timothy M. Cohen (1969)

Year of Election or Appointment: 2018

Vice President

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Pamela R. Holding (1964)

Year of Election or Appointment: 2018

Vice President

Cynthia Lo Bessette (1969)

Year of Election or Appointment: 2019

Secretary and Chief Legal Officer (CLO)

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Wegmann also serves as Assistant Treasurer of other funds. Mr. Wegmann is an employee of Fidelity Investments (2011-present).

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 (May 1, 2019 to October 31, 2019).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio-^A	Beginning Account Value May 1, 2019	Ending Account Value October 31, 2019	Expenses Paid During Period-^B May 1, 2019 to October 31, 2019
Class A	1.13%
Actual		$1,000.00	$1,022.80	$5.76
Hypothetical-^C		$1,000.00	$1,019.51	$5.75
Class M	1.42%
Actual		$1,000.00	$1,021.30	$7.23
Hypothetical-^C		$1,000.00	$1,018.05	$7.22
Class C	1.95%
Actual		$1,000.00	$1,018.50	$9.92
Hypothetical-^C		$1,000.00	$1,015.38	$9.91
Stock Selector Small Cap	.85%
Actual		$1,000.00	$1,024.30	$4.34
Hypothetical-^C		$1,000.00	$1,020.92	$4.33
Class I	.87%
Actual		$1,000.00	$1,023.80	$4.44
Hypothetical-^C		$1,000.00	$1,020.82	$4.43
Class Z	.66%
Actual		$1,000.00	$1,025.10	$3.37
Hypothetical-^C		$1,000.00	$1,021.88	$3.36

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

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

^C 5% return per year before expenses

Distributions (Unaudited)

The Board of Trustees of Fidelity Stock Selector Small Cap Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

	Pay Date	Record Date	Dividends	Capital Gains
Fidelity Stock Selector Small Cap Fund
Class A	12/09/19	12/06/19	$0.029	$0.459
Class M	12/09/19	12/06/19	$0.000	$0.459
Class C	12/09/19	12/06/19	$0.000	$0.459
Stock Selector Small Cap	12/09/19	12/06/19	$0.084	$0.459
Class I	12/09/19	12/06/19	$0.012	$0.459
Class Z	12/09/19	12/06/19	$0.126	$0.459

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2019, $25,665,290, or, if subsequently determined to be different, the net capital gain of such year.

Class A designates 64%, Class M designates 79%, Class C designates 100%, Stock Selector Small Cap designates 56%, Class I designates 55% and Class Z designates 49% of the dividends distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

Class A designates 72%, Class M designates 90%, Class C designates 100%, Stock Selector Small Cap designates 63%, Class I designates 63% and Class Z designates 56% of 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 2020 of amounts for use in preparing 2019 income tax returns.

Fidelity Investments

SCS-ANN-1219
1.703160.122

Fidelity Flex℠ Funds

Fidelity Flex℠ Small Cap Fund

Annual Report

October 31, 2019

See the inside front cover for important information about access to your fund’s shareholder reports.

Fidelity Investments

Account Type	Website	Phone Number
Brokerage, Mutual Fund, or Annuity Contracts:	fidelity.com/mailpreferences	1-800-343-3548
Employer Provided Retirement Accounts:	netbenefits.fidelity.com/preferences (choose 'no' under Required Disclosures to continue to print)	1-800-343-0860
Advisor Sold Accounts Serviced Through Your Financial Intermediary:	Contact Your Financial Intermediary	Your Financial Intermediary's phone number
Advisor Sold Accounts Serviced by Fidelity:	institutional.fidelity.com	1-877-208-0098

Contents

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

You may also call 1-800-544-3455 (for managed account clients) or 1-800-835-5092 (for retirement plan participants) 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.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.

Performance: The Bottom Line

Average Annual Total Returns

For the periods ended October 31, 2019	Past 1 year	Life of fund^A
Fidelity Flex℠ Small Cap Fund	11.83%	8.90%

^A From March 7, 2017

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity Flex℠ Small Cap Fund on March 7, 2017, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Index performed over the same period.

	Period Ending Values
	$12,536	Fidelity Flex℠ Small Cap Fund
	$11,780	Russell 2000® Index

Management's Discussion of Fund Performance

Comments from Lead Portfolio Manager Clint Lawrence: For the fiscal year, the fund gained 11.83%, significantly outpacing the 4.90% advance of the benchmark Russell 2000^® Index. Strong security selection drove the fund's relative outperformance, especially in the health care, industrials, information technology, consumer staples and real estate sectors. Stock picking and an underweighting in the strong-performing utilities category partly offset this positive impact. The fund's non-benchmark stake in Computer Services (+85%), which provides back-office transactions for bank customers, added more value than any other individual position. A non-benchmark stake in biopharmaceutical company Ascendis Pharma (+72%) also helped on a relative basis, rising sharply in March, after the company reported promising drug-trial results. Other notable contributors included IT services company Verra Mobility and data advertising firm Cardlytics, which returned 52% and 99% for the fund, respectively. Conversely, a non-benchmark position in Orion Engineered Carbons (-33%) detracted notably. This maker of a carbon product used in various industries saw its shares fall sharply in March, after the company announced lower production volumes and issued a weak financial outlook. Other notable detractors included 2U (-75%) an educational technology company and a non-benchmark stock I sold from the fund in September, and online auto research and shopping site CarGurus (-24%).

Investment Summary (Unaudited)

Top Ten Stocks as of October 31, 2019

	% of fund's net assets
SYNNEX Corp.	1.5
Moog, Inc. Class A	1.3
Portland General Electric Co.	1.3
BJ's Wholesale Club Holdings, Inc.	1.3
Enstar Group Ltd.	1.3
First Citizens Bancshares, Inc.	1.2
Aaron's, Inc. Class A	1.2
Potlatch Corp.	1.2
Taylor Morrison Home Corp.	1.1
LPL Financial	1.1
	12.5

Top Five Market Sectors as of October 31, 2019

	% of fund's net assets
Financials	20.5
Industrials	16.0
Health Care	13.9
Information Technology	13.3
Consumer Discretionary	12.1

Asset Allocation (% of fund's net assets)

As of October 31, 2019 ^*
	Stocks	98.2%
	Convertible Securities	0.6%
	Short-Term Investments and Net Other Assets (Liabilities)	1.2%

* Foreign investments - 14.1%

Schedule of Investments October 31, 2019

Showing Percentage of Net Assets

Common Stocks - 97.7%
	Shares	Value
COMMUNICATION SERVICES - 4.3%
Diversified Telecommunication Services - 0.9%
Iridium Communications, Inc. (a)	4,165	$101,918
Entertainment - 0.3%
Gaia, Inc. Class A (a)	1,805	12,509
World Wrestling Entertainment, Inc. Class A	419	23,481
		35,990
Interactive Media & Services - 1.0%
CarGurus, Inc. Class A (a)	2,635	88,510
Eventbrite, Inc. (a)	1,084	19,490
		108,000
Media - 2.1%
Cardlytics, Inc. (a)	2,592	108,631
Gray Television, Inc. (a)	5,565	91,322
Tegna, Inc.	2,763	41,528
		241,481

TOTAL COMMUNICATION SERVICES		487,389

CONSUMER DISCRETIONARY - 12.1%
Auto Components - 1.0%
Fox Factory Holding Corp. (a)	446	27,179
Standard Motor Products, Inc.	1,581	82,781
		109,960
Diversified Consumer Services - 2.4%
Afya Ltd.	1,184	31,968
Arco Platform Ltd. Class A (a)	1,337	55,486
Bright Horizons Family Solutions, Inc. (a)	218	32,377
Grand Canyon Education, Inc. (a)	720	66,211
Laureate Education, Inc. Class A (a)	2,973	45,948
OneSpaWorld Holdings Ltd. (a)	1,436	22,330
Strategic Education, Inc.	164	20,177
		274,497
Hotels, Restaurants & Leisure - 1.8%
Churchill Downs, Inc.	462	60,055
Planet Fitness, Inc. (a)	542	34,504
SeaWorld Entertainment, Inc. (a)	562	14,848
Wyndham Destinations, Inc.	2,090	96,997
		206,404
Household Durables - 2.5%
Helen of Troy Ltd. (a)	486	72,783
KB Home	1,622	57,889
Skyline Champion Corp. (a)	1,152	32,521
Taylor Morrison Home Corp. (a)	4,832	121,042
		284,235
Internet & Direct Marketing Retail - 0.2%
Revolve Group, Inc.	1,131	23,480
The RealReal, Inc.	13	300
		23,780
Leisure Products - 0.6%
Brunswick Corp.	1,083	63,074
Multiline Retail - 0.3%
Ollie's Bargain Outlet Holdings, Inc. (a)	484	30,918
Specialty Retail - 2.2%
Aaron's, Inc. Class A	1,838	137,721
Five Below, Inc. (a)	199	24,897
The Children's Place Retail Stores, Inc.	473	38,743
Urban Outfitters, Inc. (a)	1,533	43,997
		245,358
Textiles, Apparel & Luxury Goods - 1.1%
Deckers Outdoor Corp. (a)	246	37,613
G-III Apparel Group Ltd. (a)	2,240	56,246
Steven Madden Ltd.	620	25,532
		119,391

TOTAL CONSUMER DISCRETIONARY		1,357,617

CONSUMER STAPLES - 3.7%
Beverages - 0.1%
Boston Beer Co., Inc. Class A (a)	28	10,485
Food & Staples Retailing - 2.0%
BJ's Wholesale Club Holdings, Inc. (a)	5,523	147,464
Grocery Outlet Holding Corp.	629	20,065
Performance Food Group Co. (a)	1,290	54,967
		222,496
Food Products - 1.1%
Freshpet, Inc. (a)	365	19,075
Nomad Foods Ltd. (a)	3,469	67,680
Post Holdings, Inc. (a)	364	37,456
		124,211
Personal Products - 0.3%
BellRing Brands, Inc. Class A (a)	1,716	29,979
Tobacco - 0.2%
Universal Corp.	478	26,194

TOTAL CONSUMER STAPLES		413,365

ENERGY - 2.3%
Energy Equipment & Services - 0.8%
Oil States International, Inc. (a)	2,981	42,539
Patterson-UTI Energy, Inc.	2,182	18,154
ShawCor Ltd. Class A	2,601	26,186
		86,879
Oil, Gas & Consumable Fuels - 1.5%
Berry Petroleum Corp.	4,701	44,142
Encana Corp. (Toronto)	2,506	9,818
Kosmos Energy Ltd.	1,412	8,754
PDC Energy, Inc. (a)	780	15,561
Viper Energy Partners LP	3,805	91,586
		169,861

TOTAL ENERGY		256,740

FINANCIALS - 20.5%
Banks - 8.7%
Associated Banc-Corp.	4,327	87,016
BOK Financial Corp.	608	46,907
Camden National Corp.	396	17,547
Cullen/Frost Bankers, Inc.	171	15,404
First Citizens Bancshares, Inc.	280	137,738
Heartland Financial U.S.A., Inc.	839	39,248
Hilltop Holdings, Inc.	4,299	100,425
PacWest Bancorp	1,617	59,813
Popular, Inc.	2,060	112,188
Trico Bancshares	3,108	116,954
Umpqua Holdings Corp.	4,637	73,357
United Community Bank, Inc.	3,627	109,572
Wintrust Financial Corp.	1,018	64,969
		981,138
Capital Markets - 4.1%
Apollo Global Management LLC Class A	553	22,761
BrightSphere Investment Group, Inc.	6,988	68,622
Donnelley Financial Solutions, Inc. (a)	3,633	41,053
Hamilton Lane, Inc. Class A	328	19,555
Lazard Ltd. Class A	2,422	90,413
LPL Financial	1,492	120,613
Morningstar, Inc.	621	100,503
		463,520
Consumer Finance - 1.0%
Encore Capital Group, Inc. (a)	1,846	61,269
First Cash Financial Services, Inc.	541	45,655
		106,924
Diversified Financial Services - 0.7%
Cannae Holdings, Inc. (a)	1,085	31,682
ECN Capital Corp.	13,084	43,213
		74,895
Insurance - 4.4%
Axis Capital Holdings Ltd.	515	30,606
BRP Group, Inc. (a)	1,494	24,203
eHealth, Inc. (a)	243	16,777
Enstar Group Ltd. (a)	731	146,858
First American Financial Corp.	1,505	92,979
Old Republic International Corp.	3,629	81,072
Primerica, Inc.	808	101,953
		494,448
Thrifts & Mortgage Finance - 1.6%
Essent Group Ltd.	892	46,464
LendingTree, Inc. (a)	47	16,913
WSFS Financial Corp.	2,755	116,178
		179,555

TOTAL FINANCIALS		2,300,480

HEALTH CARE - 13.9%
Biotechnology - 4.4%
Acceleron Pharma, Inc. (a)	679	30,467
Allakos, Inc. (a)	369	25,313
AnaptysBio, Inc. (a)	235	8,864
Arena Pharmaceuticals, Inc. (a)	390	18,999
Argenx SE ADR (a)	360	44,086
Ascendis Pharma A/S sponsored ADR (a)	440	48,655
Audentes Therapeutics, Inc. (a)	475	12,778
Blueprint Medicines Corp. (a)	617	42,474
Deciphera Pharmaceuticals, Inc. (a)	302	13,391
FibroGen, Inc. (a)	850	33,278
G1 Therapeutics, Inc. (a)	380	8,064
Global Blood Therapeutics, Inc. (a)	723	34,668
Gritstone Oncology, Inc. (a)	667	5,409
Heron Therapeutics, Inc. (a)	872	18,530
Iovance Biotherapeutics, Inc. (a)	868	18,341
Kura Oncology, Inc. (a)	694	10,396
Mirati Therapeutics, Inc. (a)	71	6,687
Morphic Holding, Inc.	479	6,706
Morphosys AG (a)	170	18,515
Neurocrine Biosciences, Inc. (a)	272	27,061
Sarepta Therapeutics, Inc. (a)	325	26,995
The Medicines Company (a)	392	20,576
Turning Point Therapeutics, Inc.	502	19,257
		499,510
Health Care Equipment & Supplies - 3.9%
Axonics Modulation Technologies, Inc. (a)	379	9,369
Cerus Corp. (a)	831	3,615
CONMED Corp.	368	40,487
Haemonetics Corp. (a)	298	35,978
Hill-Rom Holdings, Inc.	467	48,890
Insulet Corp. (a)	769	111,751
Integer Holdings Corp. (a)	407	31,518
Masimo Corp. (a)	394	57,441
Novocure Ltd. (a)	690	49,432
Tandem Diabetes Care, Inc. (a)	375	23,093
TransMedics Group, Inc.	1,336	23,968
		435,542
Health Care Providers & Services - 1.3%
Chemed Corp.	88	34,664
LHC Group, Inc. (a)	405	44,943
Molina Healthcare, Inc. (a)	356	41,880
Progyny, Inc. (a)	1,849	30,379
		151,866
Health Care Technology - 2.0%
Cegedim SA (a)	2,059	63,725
Health Catalyst, Inc.	503	16,176
HMS Holdings Corp. (a)	1,362	44,524
Inovalon Holdings, Inc. Class A (a)	2,348	36,699
Phreesia, Inc.	1,387	41,097
Teladoc Health, Inc. (a)	231	17,695
		219,916
Life Sciences Tools & Services - 0.9%
10X Genomics, Inc. (a)	257	14,906
Bruker Corp.	512	22,784
ICON PLC (a)	391	57,438
Quanterix Corp. (a)	527	10,988
		106,116
Pharmaceuticals - 1.4%
Horizon Pharma PLC (a)	1,405	40,619
Perrigo Co. PLC	1,512	80,166
Theravance Biopharma, Inc. (a)	598	9,640
Xeris Pharmaceuticals, Inc. (a)	599	4,900
Zogenix, Inc. (a)	387	17,280
		152,605

TOTAL HEALTH CARE		1,565,555

INDUSTRIALS - 15.9%
Aerospace & Defense - 2.1%
HEICO Corp. Class A	244	23,246
Moog, Inc. Class A	1,792	150,008
Teledyne Technologies, Inc. (a)	196	64,602
		237,856
Airlines - 0.4%
SkyWest, Inc.	780	46,449
Building Products - 0.3%
Armstrong World Industries, Inc.	383	35,822
Commercial Services & Supplies - 0.9%
Copart, Inc. (a)	317	26,197
Knoll, Inc.	2,598	69,471
		95,668
Construction & Engineering - 2.8%
AECOM (a)	1,841	73,658
Argan, Inc.	1,476	55,867
Dycom Industries, Inc. (a)	684	31,184
Jacobs Engineering Group, Inc.	368	34,437
MasTec, Inc. (a)	1,848	116,313
		311,459
Electrical Equipment - 2.2%
Atkore International Group, Inc. (a)	908	31,508
Generac Holdings, Inc. (a)	1,193	115,220
Regal Beloit Corp.	1,403	103,892
		250,620
Machinery - 3.6%
AGCO Corp.	665	50,999
Allison Transmission Holdings, Inc.	865	37,723
ITT, Inc.	750	44,588
Luxfer Holdings PLC sponsored	4,932	83,154
Rational AG	40	30,448
SPX Flow, Inc. (a)	1,328	60,132
Toro Co.	324	24,990
Woodward, Inc.	639	68,156
		400,190
Marine - 0.2%
SITC International Holdings Co. Ltd.	16,179	17,815
Professional Services - 1.7%
Asgn, Inc. (a)	354	22,511
CBIZ, Inc. (a)	1,759	48,144
Exponent, Inc.	520	33,036
FTI Consulting, Inc. (a)	660	71,854
Insperity, Inc.	168	17,746
		193,291
Road & Rail - 0.9%
Genesee & Wyoming, Inc. Class A (a)	205	22,761
Schneider National, Inc. Class B	3,269	74,762
		97,523
Trading Companies & Distributors - 0.8%
GMS, Inc. (a)	1,060	31,758
Titan Machinery, Inc. (a)	3,836	63,678
		95,436

TOTAL INDUSTRIALS		1,782,129

INFORMATION TECHNOLOGY - 12.8%
Communications Equipment - 0.1%
ViaSat, Inc. (a)	180	12,391
Electronic Equipment & Components - 2.5%
Itron, Inc. (a)	495	37,749
SYNNEX Corp.	1,403	165,182
TTM Technologies, Inc. (a)	6,370	74,593
		277,524
IT Services - 5.5%
Black Knight, Inc. (a)	629	40,382
Booz Allen Hamilton Holding Corp. Class A	517	36,381
CACI International, Inc. Class A (a)	196	43,855
Computer Services, Inc.	2,620	117,900
EPAM Systems, Inc. (a)	157	27,626
Euronet Worldwide, Inc. (a)	132	18,489
Genpact Ltd.	1,032	40,423
International Money Express, Inc. (a)	700	10,724
InterXion Holding NV (a)	287	25,319
KBR, Inc.	1,411	39,734
Maximus, Inc.	523	40,135
MongoDB, Inc. Class A (a)	243	31,048
Unisys Corp. (a)	4,891	50,182
Verra Mobility Corp. (a)	7,067	101,411
		623,609
Semiconductors & Semiconductor Equipment - 1.3%
Advanced Energy Industries, Inc. (a)	597	35,283
Cabot Microelectronics Corp.	198	29,922
Cirrus Logic, Inc. (a)	841	57,154
Entegris, Inc.	489	23,472
		145,831
Software - 3.4%
Alteryx, Inc. Class A (a)	234	21,411
Ceridian HCM Holding, Inc. (a)	756	36,477
DocuSign, Inc. (a)	517	34,220
Elastic NV	416	29,956
Everbridge, Inc. (a)	545	37,883
HubSpot, Inc. (a)	219	33,967
j2 Global, Inc.	265	25,164
Lightspeed POS, Inc. (a)	700	18,261
LivePerson, Inc. (a)	1,080	44,334
Pluralsight, Inc. (a)	939	16,977
PROS Holdings, Inc. (a)	491	25,159
ShotSpotter, Inc. (a)	263	5,313
SurveyMonkey (a)	1,399	25,742
Workiva, Inc. (a)	669	27,877
		382,741

TOTAL INFORMATION TECHNOLOGY		1,442,096

MATERIALS - 2.5%
Chemicals - 1.2%
Intrepid Potash, Inc. (a)	10,604	32,766
Olin Corp.	3,852	70,646
Orion Engineered Carbons SA	1,890	31,298
		134,710
Containers & Packaging - 1.3%
Aptargroup, Inc.	316	37,335
Ardagh Group SA	3,704	69,154
Avery Dennison Corp.	133	17,005
Crown Holdings, Inc. (a)	331	24,110
		147,604

TOTAL MATERIALS		282,314

REAL ESTATE - 6.3%
Equity Real Estate Investment Trusts (REITs) - 5.0%
Americold Realty Trust	1,418	56,848
Clipper Realty, Inc.	3,575	34,463
Corporate Office Properties Trust (SBI)	4,000	118,560
Essential Properties Realty Trust, Inc.	1,250	32,075
Lexington Corporate Properties Trust	3,802	41,366
Outfront Media, Inc.	1,867	49,121
Potlatch Corp.	3,104	131,827
Store Capital Corp.	1,268	51,354
Terreno Realty Corp.	754	42,533
		558,147
Real Estate Management & Development - 1.3%
Cushman & Wakefield PLC (a)	4,327	80,699
DIC Asset AG	4,900	68,312
		149,011

TOTAL REAL ESTATE		707,158

UTILITIES - 3.4%
Electric Utilities - 2.1%
IDACORP, Inc.	864	92,984
Portland General Electric Co.	2,616	148,798
		241,782
Gas Utilities - 1.3%
ONE Gas, Inc.	704	65,359
Spire, Inc.	919	77,251
		142,610

TOTAL UTILITIES		384,392

TOTAL COMMON STOCKS
(Cost $10,128,720)		10,979,235

Convertible Preferred Stocks - 0.6%
HEALTH CARE - 0.0%
Biotechnology - 0.0%
REVOLUTION Medicines, Inc. Series C (b)(c)	2,823	5,815
INDUSTRIALS - 0.1%
Road & Rail - 0.1%
Convoy, Inc. Series D (b)(c)	1,249	16,911
INFORMATION TECHNOLOGY - 0.5%
Software - 0.5%
Compass, Inc.:
Series E (a)(b)(c)	26	4,108
Series F (b)(c)	310	47,823
		51,931
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $61,237)		74,657

Investment Companies - 0.5%
iShares Russell 2000 Growth Index ETF
(Cost $54,723)	281	55,781
	Principal Amount	Value

U.S. Treasury Obligations - 0.1%
U.S. Treasury Bills, yield at date of purchase 1.7% 1/2/20
(Cost $9,971)	10,000	9,973
	Shares	Value

Money Market Funds - 3.1%
Fidelity Cash Central Fund 1.83% (d)
(Cost $346,763)	346,693	346,763
TOTAL INVESTMENT IN SECURITIES - 102.0%
(Cost $10,601,414)		11,466,409
NET OTHER ASSETS (LIABILITIES) - (2.0)%		(230,272)
NET ASSETS - 100%		$11,236,137

Security Type Abbreviations

ETF – Exchange-Traded Fund

Legend

(a) Non-income producing

(b) 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 $74,657 or 0.7% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
Compass, Inc. Series E	11/3/17	$1,754
Compass, Inc. Series F	10/22/18	$36,757
Convoy, Inc. Series D	10/30/19	$16,911
REVOLUTION Medicines, Inc. Series C	6/3/19	$5,815

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$5,130
Total	$5,130

Investment Valuation

	Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Communication Services	$487,389	$487,389	$--	$--
Consumer Discretionary	1,357,617	1,357,617	--	--
Consumer Staples	413,365	413,365	--	--
Energy	256,740	256,740	--	--
Financials	2,300,480	2,300,480	--	--
Health Care	1,571,370	1,565,555	--	5,815
Industrials	1,799,040	1,764,314	17,815	16,911
Information Technology	1,494,027	1,442,096	--	51,931
Materials	282,314	282,314	--	--
Real Estate	707,158	707,158	--	--
Utilities	384,392	384,392	--	--
Investment Companies	55,781	55,781	--	--
U.S. Government and Government Agency Obligations	9,973	--	9,973	--
Money Market Funds	346,763	346,763	--	--
Total Investments in Securities:	$11,466,409	$11,363,964	$27,788	$74,657

Other Information

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

United States of America	85.9%
Bermuda	3.8%
Ireland	1.6%
United Kingdom	1.5%
Germany	1.1%
Puerto Rico	1.0%
Others (Individually Less Than 1%)	5.1%
	100.0%

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

Financial Statements

Statement of Assets and Liabilities

		October 31, 2019
Assets
Investment in securities, at value — See accompanying schedule: Unaffiliated issuers (cost $10,254,651)	$11,119,646
Fidelity Central Funds (cost $346,763)	346,763
Total Investment in Securities (cost $10,601,414)		$11,466,409
Cash		6,982
Receivable for investments sold		82,518
Receivable for fund shares sold		3,690
Dividends receivable		1,175
Distributions receivable from Fidelity Central Funds		462
Total assets		11,561,236
Liabilities
Payable for investments purchased	$309,353
Payable for fund shares redeemed	15,746
Total liabilities		325,099
Net Assets		$11,236,137
Net Assets consist of:
Paid in capital		$10,552,791
Total accumulated earnings (loss)		683,346
Net Assets, for 933,316 shares outstanding		$11,236,137
Net Asset Value, offering price and redemption price per share ($11,236,137 ÷ 933,316 shares)		$12.04

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

Statement of Operations

		Year ended October 31, 2019
Investment Income
Dividends		$90,007
Interest		191
Income from Fidelity Central Funds		5,130
Total income		95,328
Expenses
Independent trustees' fees and expenses	$48
Commitment fees	22
Total expenses		70
Net investment income (loss)		95,258
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(211,019)
Foreign currency transactions	(2)
Futures contracts	3,003
Total net realized gain (loss)		(208,018)
Change in net unrealized appreciation (depreciation) on:
Investment securities:
Unaffiliated issuers	954,457
Assets and liabilities in foreign currencies	10
Total change in net unrealized appreciation (depreciation)		954,467
Net gain (loss)		746,449
Net increase (decrease) in net assets resulting from operations		$841,707

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

Statement of Changes in Net Assets

	Year ended October 31, 2019	Year ended October 31, 2018
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$95,258	$70,077
Net realized gain (loss)	(208,018)	132,779
Change in net unrealized appreciation (depreciation)	954,467	(130,145)
Net increase (decrease) in net assets resulting from operations	841,707	72,711
Distributions to shareholders	(177,637)	(5,350)
Share transactions
Proceeds from sales of shares	10,666,475	13,229,826
Reinvestment of distributions	177,637	5,350
Cost of shares redeemed	(7,805,995)	(6,306,678)
Net increase (decrease) in net assets resulting from share transactions	3,038,117	6,928,498
Total increase (decrease) in net assets	3,702,187	6,995,859
Net Assets
Beginning of period	7,533,950	538,091
End of period	$11,236,137	$7,533,950
Other Information
Shares
Sold	922,418	1,158,230
Issued in reinvestment of distributions	17,146	496
Redeemed	(684,824)	(530,150)
Net increase (decrease)	254,740	628,576

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

Financial Highlights

Fidelity Flex Small Cap Fund


Years ended October 31,	2019	2018	2017 ^A
Selected Per–Share Data
Net asset value, beginning of period	$11.10	$10.76	$10.00
Income from Investment Operations
Net investment income (loss)^B	.12	.13	.07
Net realized and unrealized gain (loss)	1.14	.32	.69
Total from investment operations	1.26	.45	.76
Distributions from net investment income	(.12)	(.11)	–
Distributions from net realized gain	(.20)	–	–
Total distributions	(.32)	(.11)	–
Net asset value, end of period	$12.04	$11.10	$10.76
Total Return^C	11.83%	4.18%	7.60%
Ratios to Average Net Assets^D,^E
Expenses before reductions^F	-%	-%	- %^G
Expenses net of fee waivers, if any^F	-%	-%	- %^G
Expenses net of all reductions^F	-%	-%	- %^G
Net investment income (loss)	1.07%	1.14%	1.10%^G
Supplemental Data
Net assets, end of period (000 omitted)	$11,236	$7,534	$538
Portfolio turnover rate^H	145%	163%	249%^G

^A For the period March 7, 2017 (commencement of operations) to October 31, 2017.

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

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

^E Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the Fund 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 expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

^F Amount represents less than .005%.

^G Annualized

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

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

Notes to Financial Statements

For the period ended October 31, 2019

1. Organization.

Fidelity Flex Small Cap Fund (the Fund) is a fund of Fidelity Capital Trust (the Trust) and is authorized to issue an unlimited number of shares. Share transactions on the Statement of Changes in Net Assets may contain exchanges between affiliated funds. 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 is available only to certain fee-based accounts offered by Fidelity.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

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

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

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

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. U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers prepayment speed assumptions, attributes of the collateral, yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

ETFs are valued at their last 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 but the exchange reports a closing bid level, ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board's fair value pricing policies and may be categorized as Level 2 in the hierarchy.

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

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

Distributions are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Book-tax differences are primarily due to futures contracts, foreign currency transactions, market discount, partnerships, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation	$1,331,003
Gross unrealized depreciation	(567,880)
Net unrealized appreciation (depreciation)	$763,123
Tax Cost	$10,703,286

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

Undistributed ordinary income	$61,285
Capital loss carryforward	$(141,071)
Net unrealized appreciation (depreciation) on securities and other investments	$763,133

No expiration
Short-term	$(141,071)

The tax character of distributions paid was as follows:

	October 31, 2019	October 31, 2018
Ordinary Income	$159,375	$ 5,350
Long-term Capital Gains	18,262	–
Total	$177,637	$ 5,350

4. Derivative Instruments.

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

Equity Risk

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $15,554,654 and $12,535,640, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services and the Fund does not pay any fees for these services. Under the management contract, the investment adviser or an affiliate pays all other expenses of the Fund, excluding fees and expenses of the independent Trustees, and certain miscellaneous expenses such as proxy and shareholder meeting expenses.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $22 and is reflected in Commitment fees on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Other.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and Shareholders of Fidelity Flex Small Cap Fund:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of Fidelity Flex Small Cap Fund (the "Fund"), a fund of Fidelity Capital Trust, including the schedule of investments, as of October 31, 2019, the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the two years in the period then ended and for the period from March 7, 2017 (commencement of operations) to October 31, 2017, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2019, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the two years in the period then ended and for the period from March 7, 2017 (commencement of operations) to October 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

/s/ Deloitte & Touche LLP

Boston, Massachusetts

December 13, 2019

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

Trustees and Officers

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-3455 (for managed account clients) or 1-800-835-5092 (for retirement plan participants).

Interested Trustees*:

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

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

James C. Curvey (1935)

Year of Election or Appointment: 2007

Trustee

Chairman of the Board of Trustees

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

Independent Trustees:

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

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2005

Trustee

Donald F. Donahue (1950)

Year of Election or Appointment: 2018

Trustee

Alan J. Lacy (1953)

Year of Election or Appointment: 2008

Trustee

Ned C. Lautenbach (1944)

Year of Election or Appointment: 2000

Trustee

Chairman of the Independent Trustees

Joseph Mauriello (1944)

Year of Election or Appointment: 2008

Trustee

Cornelia M. Small (1944)

Year of Election or Appointment: 2005

Trustee

Garnett A. Smith (1947)

Year of Election or Appointment: 2018

Trustee

David M. Thomas (1949)

Year of Election or Appointment: 2008

Trustee

Michael E. Wiley (1950)

Year of Election or Appointment: 2018

Trustee

Advisory Board Members and Officers:

Name, Year of Birth; Principal Occupation

Vicki L. Fuller (1957)

Year of Election or Appointment: 2018

Member of the Advisory Board

Peter S. Lynch (1944)

Year of Election or Appointment: 2003

Member of the Advisory Board

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as Assistant Treasurer of other funds. Mr. Brown is an employee of Fidelity Investments (2013-present).

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

William C. Coffey (1969)

Year of Election or Appointment: 2019

Assistant Secretary

Timothy M. Cohen (1969)

Year of Election or Appointment: 2018

Vice President

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2016

Assistant Treasurer

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Pamela R. Holding (1964)

Year of Election or Appointment: 2018

Vice President

Cynthia Lo Bessette (1969)

Year of Election or Appointment: 2019

Secretary and Chief Legal Officer (CLO)

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Wegmann also serves as Assistant Treasurer of other funds. Mr. Wegmann is an employee of Fidelity Investments (2011-present).

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including 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 (May 1, 2019 to October 31, 2019).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Annualized Expense Ratio-^A	Beginning Account Value May 1, 2019	Ending Account Value October 31, 2019	Expenses Paid During Period-^B May 1, 2019 to October 31, 2019
Actual	- %-^C	$1,000.00	$1,022.90	$--^D
Hypothetical-^E		$1,000.00	$1,025.21	$--^D

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

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

^C Amount represents less than .005%.

^D Amount represents less than $.005.

^E 5% return per year before expenses

Distributions (Unaudited)

The fund designates 61% of the dividend distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund designates 68% of the dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2020 of amounts for use in preparing 2019 income tax returns.

Fidelity Investments

ZSC-ANN-1219
1.9881583.102

Item 2.

Code of Ethics

As of the end of the period, October 31, 2019, Fidelity Capital 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 Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte Entities”) in each of the last two fiscal years for services rendered to Fidelity Flex Small Cap Fund and Fidelity Stock Selector Small Cap Fund (the “Fund(s)”):

Services Billed by Deloitte Entities

October 31, 2019 Fees^A


	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Flex Small Cap Fund	$38,000	$100	$5,300	$1,000
Fidelity Stock Selector Small Cap Fund	$45,000	$100	$5,000	$1,200

October 31, 2018 Fees^A


	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Flex Small Cap Fund	$39,000	$100	$5,200	$1,100
Fidelity Stock Selector Small Cap Fund	$47,000	$100	$5,000	$1,300

^AAmounts may reflect rounding.

The following table presents fees billed by PricewaterhouseCoopers LLP (“PwC”) in each of the last two fiscal years for services rendered to Fidelity Capital Appreciation Fund, Fidelity Disciplined Equity Fund, Fidelity Focused Stock Fund and Fidelity Value Fund (the “Fund(s)”):

Services Billed by PwC

October 31, 2019 Fees^A


	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Capital Appreciation Fund	$51,000	$4,100	$4,200	$1,900
Fidelity Disciplined Equity Fund	$48,000	$4,000	$4,200	$1,800
Fidelity Focused Stock Fund	$34,000	$2,800	$3,300	$1,300
Fidelity Value Fund	$59,000	$4,900	$7,000	$2,200

October 31, 2018 Fees^A


	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Capital Appreciation Fund	$53,000	$4,600	$3,300	$2,200
Fidelity Disciplined Equity Fund	$53,000	$4,600	$3,300	$2,300
Fidelity Focused Stock Fund	$35,000	$3,100	$3,300	$1,500
Fidelity Value Fund	$61,000	$5,300	$4,400	$2,600

^AAmounts may reflect rounding.

The following table(s) present(s) fees billed by Deloitte Entities and PwC that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Fund(s) 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 Fund(s) (“Fund Service Providers”):

Services Billed by Deloitte Entities


	October 31, 2019^A	October 31, 2018^A
Audit-Related Fees	$290,000	$5,000
Tax Fees	$5,000	$5,000
All Other Fees	$-	$-

^A Amounts may reflect rounding.

Services Billed by PwC


	October 31, 2019^A	October 31, 2018^A
Audit-Related Fees	$7,890,000	$7,745,000
Tax Fees	$10,000	$20,000
All Other Fees	$-	$-

^A Amounts may reflect rounding.

“Audit-Related Fees” represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

“Tax Fees” represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

“All Other Fees” represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by Deloitte Entities and PwC for services rendered to the Fund(s), 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 Fund(s) are as follows:


Billed By	October 31, 2019^A	October 31, 2018^A
Deloitte Entities	$590,000	$495,000
PwC	$12,580,000	$10,980,000

^A Amounts may reflect rounding.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by Deloitte Entities and PwC to Fund Service Providers to be compatible with maintaining the independence of Deloitte Entities and PwC in its(their) audit of the Fund(s), taking into account representations from Deloitte Entities and PwC, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Fund(s) and its(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(s) 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 periodically.

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 Fund’s(s’) last two fiscal years relating to services provided to (i) the Fund(s) or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Fund(s).

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 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.

Disclosure of Securities Lending Activities for Closed-End Management

Investment Companies

Not applicable.

Item 13.

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 Capital Trust


By:	/s/Stacie M. Smith
	Stacie M. Smith
	President and Treasurer

Date:	December 26, 2019

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


By:	/s/Stacie M. Smith
	Stacie M. Smith
	President and Treasurer

Date:	December 26, 2019


By:	/s/John J. Burke III
	John J. Burke III
	Chief Financial Officer

Date:	December 26, 2019