N-CSR 1 d659691dncsr.htm FIDELITY COVINGTON TRUST Fidelity Covington Trust
Table of Contents

 

 

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 811-07319

 

 

Fidelity Covington Trust

(Exact name of registrant as specified in charter)

 

 

245 Summer St., Boston, Massachusetts 02210

(Address of principal executive offices) (Zip code)

 

 

William C. Coffey, 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, 2018

 

 

 


Table of Contents
Item  1.

Reports to Stockholders


Table of Contents

Fidelity® International High Dividend ETF

Fidelity International Value Factor ETF

Annual Report

October 31, 2018

 

LOGO

 

LOGO


Table of Contents

Contents

 

Market Recap      3       
Performance and Management’s Discussion of Fund Performance      4       
Schedule of Investments      10       
Financial Statements      16       
Notes to Financial Statements      20       
Report of Independent Registered Public Accounting Firm      24       
Premium/Discount Analysis      25       
Trustees and Officers      26       
Shareholder Expense Example      33       
Distributions      34       

To view a fund’s proxy voting guidelines and proxy voting record for the 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-FIDELITY 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.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

© 2018 FMR LLC. All Rights reserved.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

 

Annual Report   2  


Table of Contents

Market Recap

 

International equities returned -8.08% for the 12 months ending October 31, 2018, according to the MSCI ACWI (All Country World Index) ex USA Index. A modestly positive first half of the period gave way to a confluence of overwhelmingly negative factors – including escalating trade tension, a surging U.S. dollar, tepid economic growth in Europe, global central bank tightening, concerns about Italy’s budget stalemate with the EU, and weakness in China’s stock market – that yielded a -11% second-half return. The index lost 8% in October alone, its largest monthly drop in more than six years. Among sectors, new-media-infused communications services (-15%) was hit the hardest, while economically sensitive consumer discretionary (-13%), information technology (-12%), financials (-10%), industrials (-9%) and materials (-7%) stocks also fared poorly. Even the more defensive real estate (-9%), utilities (-6%) and consumer staples (-5%) sectors weren’t spared this period. Conversely, elevated crude-oil prices fueled a positive return for energy (+7%), the top-performing sector, followed by the relatively stable-growing health care segment (+2%). Regionally, emerging markets (-12%) fared the worst, hampered by the impact of foreign exchange and concerns about economic weakness in China, India and South Korea. Sluggish growth also pressured shares in continental Europe (-9%). Stocks in Japan (-3%) and the U.K. (-4%) held up better, followed by Canada (-5%) and Asia-Pacific ex Japan (-6%).

 

 

  3   Annual Report


Table of Contents

Fidelity® International High Dividend ETF

Performance (Unaudited)

 

The information provided in the tables below shows you the performance of Fidelity® International High Dividend ETF, with comparisons over different time periods to the fund’s relevant benchmarks, including an appropriate broad-based market index. Seeing the returns over different time periods can help you assess the fund’s performance against relevant measurements. The performance information includes cumulative total returns and is further explained in this section.*

The fund’s net asset value (NAV) performance is based on the NAV calculated each business day. It is calculated in accordance with the standard formula for valuing investment company shares as of the close of regular trading hours on NYSE Arca, Inc. (NYSE Arca) (normally 4:00 p.m. Eastern Time). The fund’s market price performance is based on the daily closing price of the shares of the fund on NYSE Arca. Since ETFs are bought and sold at prices set by the market – which can result in a premium or discount to NAV – the returns calculated using market price (market return) can differ from those calculated using NAV (NAV return). For information on these differences, please visit Fidelity.com or see the prospectus. The fund’s returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption or selling of fund shares. How a fund did yesterday is no guarantee of how it will do tomorrow.

Current performance may be higher or lower than the performance data quoted. For month-end performance figures, please visit fidelity.com/etfs/factor-etfs/overview or call Fidelity. The performance data featured represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate; therefore, you may have a gain or loss when you sell your shares.

 

Fiscal Period Ended October 31, 2018      
Cumulative Total Returns   Life of
fund
 

Fidelity International High Dividend ETF – NAVA

    -15.44%  

Fidelity International High Dividend ETF – Market PriceB

    -16.51%  

Fidelity International High Dividend IndexA

    -15.12%  

S&P 500 IndexA

    -0.87%  

Cumulative total returns reflect performance over the period shown. This information represents returns as of the end of the fund’s fiscal period.

Period Ended September 30, 2018      
Cumulative Total Returns   Life of
fund
 

Fidelity International High Dividend ETF – NAVA

    -8.92%  

Fidelity International High Dividend ETF – Market PriceB

    -9.82%  

Fidelity International High Dividend IndexA

    -8.64%  

S&P 500 IndexA

    6.40%  

This information shows the returns of the fund and its index for the applicable time period through the end of the most recent calendar quarter, as opposed to through the end of the fund’s fiscal period.

 

 

Average annual total returns take Fidelity International High Dividend ETF’s cumulative total return and show you what would have happened if Fidelity International High Dividend ETF’s shares had performed at a constant rate each year. These numbers will be reported once the fund is a year old.

 

A 

From January 16, 2018.

 

B 

From January 18, 2018, date initially listed on the NYSE ARCA exchange.

 

*

Total returns are historical and include changes in share price and reinvestment of dividends and capital gains distributions, if any.

The fund’s expense ratio is 0.39%. Expense ratio is the total annual operating expense ratio from the most recent prospectus. A fund’s net expenses paid may be different. Please refer to the most recent prospectus for more information on a fund’s expenses.

 

$10,000 Over Life of Fund

Let’s say hypothetically that $10,000 was invested in Fidelity International High Dividend ETF – NAV on January 16, 2018, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Fidelity International High Dividend Index performed over the same period.

 

LOGO

 

Annual Report   4  


Table of Contents

Fidelity International High Dividend ETF

Management’s Discussion of Fund Performance

 

Comments from Patrick Waddell, Senior Portfolio Manager of the Geode Capital Management, LLC, investment management team:

Between the fund’s inception date on January 16, 2018, and its fiscal year end on October 31, 2018, the fund returned -15.44%, compared with a return of -15.12% for the benchmark Fidelity International High Dividend Index. (Note: The fund may use fair-value pricing techniques to better reflect the value of foreign securities whose prices may be stale due to differences in market-closure times and dates around the world. Fair-value pricing is a common industry adjustment process that attempts to best represent the value of fund holdings as of the close in trading in U.S. markets, accounting for any major changes occurring after the close of foreign markets. The Fidelity International High Dividend Index does not engage in fair-value pricing; differences between fund and index pricing methodologies may cause short-term discrepancies in performance, which tend to smooth out over time.) The biggest individual detractor in absolute terms was U.K.-based communication services provider Vodafone Group, as a slowdown in the company’s organic growth appeared to concern investors. Shares of French utility company Engie lost ground during the period, as did those of U.K.-based advertising and public relations company WPP, whose shares fell sharply in late October due to weak financial results. Also detracting was Australian telecommunication services company Telstra, which forecasted disappointing earnings for full-year 2018, and Australian utility company AGL Energy. On the positive side, the fund benefited from a position in Luxembourg-based communication services provider SES, whose shares gained significant ground this period. A higher oil price for much of the period boosted the earnings and share price of U.K.-based energy giant BP, while Japanese utility Chugoku Electric Power Company (which was not held at period end) also fared well 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, or Geode Capital Management, LLC, (the ETF’s sub-adviser) or any other person in the Geode organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity and Geode disclaim 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.

 

  5   Annual Report


Table of Contents

Fidelity International High Dividend ETF

Investment Summary (Unaudited)

 

Geographic Diversification as of October 31, 2018

 

LOGO

 

*

Includes Net Other Assets (Liabilities).

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

Top Ten Stocks as of October 31, 2018  
    % of fund’s
net assets
 

Telstra Corp. Ltd.

    3.5  

BT Group PLC

    3.4  

Royal Dutch Shell PLC Class B

    3.3  

Vodafone Group PLC

    2.7  

SSE PLC

    2.7  

Engie S.A.

    2.6  

TOTAL S.A.

    2.6  

BP PLC

    2.5  

SES S.A.

    2.3  

Toyota Motor Corp.

    2.3  
 

 

 

 
    27.9  
 

 

 

 
 

 

Top Market Sectors as of October 31, 2018  
    % of fund’s
net assets
 

Financials

    29.5  

Consumer Discretionary

    18.7  

Energy

    15.5  

Communication Services

    9.6  

Utilities

    9.4  

Industrials

    9.0  

Consumer Staples

    3.9  

Health Care

    2.9  

Materials

    1.1  
Asset Allocation as of October 31, 2018  
    % of funds’s
net assets
 

Stocks

    99.6%  

Short-Term Investments and Net Other Assets (Liabilities)

    0.4%  
 

 

Annual Report   6  


Table of Contents

Fidelity® International Value Factor ETF

Performance (Unaudited)

 

The information provided in the tables below shows you the performance of Fidelity® International Value Factor ETF, with comparisons over different time periods to the fund’s relevant benchmarks, including an appropriate broad-based market index. Seeing the returns over different time periods can help you assess the fund’s performance against relevant measurements. The performance information includes cumulative total returns and is further explained in this section.*

The fund’s net asset value (NAV) performance is based on the NAV calculated each business day. It is calculated in accordance with the standard formula for valuing investment company shares as of the close of regular trading hours on NYSE Arca, Inc. (NYSE Arca) (normally 4:00 p.m. Eastern Time). The fund’s market price performance is based on the daily closing price of the shares of the fund on NYSE Arca. Since ETFs are bought and sold at prices set by the market – which can result in a premium or discount to NAV – the returns calculated using market price (market return) can differ from those calculated using NAV (NAV return). For information on these differences, please visit Fidelity.com or see the prospectus. The fund’s returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption or selling of fund shares. How a fund did yesterday is no guarantee of how it will do tomorrow.

Current performance may be higher or lower than the performance data quoted. For month-end performance figures, please visit fidelity.com/etfs/factor-etfs/overview or call Fidelity. The performance data featured represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate; therefore, you may have a gain or loss when you sell your shares.

 

Fiscal Period Ended October 31, 2018      
Cumulative Total Returns   Life of
fund
 

Fidelity International Value Factor ETF – NAVA

    -14.46%  

Fidelity International Value Factor ETF – Market PriceB

    -15.47%  

Fidelity International Value Factor IndexA

    -14.15%  

S&P 500 IndexA

    -0.87%  

Cumulative total returns reflect performance over the period shown. This information represents returns as of the end of the fund’s fiscal period.

 

Period Ended September 30, 2018      
Cumulative Total Returns   Life of
fund
 

Fidelity International Value Factor ETF – NAVA

    -6.80%  

Fidelity International Value Factor ETF – Market PriceB

    -8.04%  

Fidelity International Value Factor IndexA

    -6.52%  

S&P 500 IndexA

    6.40%  

This information shows the returns of the fund and its index for the applicable time period through the end of the most recent calendar quarter, as opposed to through the end of the fund’s fiscal period.

 

 

Average annual total returns take Fidelity International Value Factor ETF’s cumulative total return and show you what would have happened if Fidelity International Value Factor ETF’s shares had performed at a constant rate each year. These numbers will be reported once the fund is a year old.

 

A 

From January 16, 2018.

 

B 

From January 18, 2018, date initially listed on the NYSE ARCA exchange.

 

*

Total returns are historical and include changes in share price and reinvestment of dividends and capital gains distributions, if any.

The fund’s expense ratio is 0.39%. Expense ratio is the total annual operating expense ratio from the most recent prospectus. A fund’s net expenses paid may be different. Please refer to the most recent prospectus for more information on a fund’s expenses.

 

$10,000 Over Life of Fund

Let’s say hypothetically that $10,000 was invested in Fidelity International Value Factor ETF – NAV on January 16, 2018, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Fidelity International Value Factor Index performed over the same period.

 

LOGO

 

  7   Annual Report


Table of Contents

Fidelity International Value Factor ETF

Management’s Discussion of Fund Performance

 

Comments from Patrick Waddell, Senior Portfolio Manager of the Geode Capital Management, LLC, investment management team:

Between the fund’s inception date on January 16, 2018, and its fiscal year end on October 31, 2018, the fund returned -14.46%, compared with a return of -14.15% for the benchmark Fidelity International Value Factor Index. (Note: The fund may use fair-value pricing techniques to better reflect the value of foreign securities whose prices may be stale due to differences in market-closure times and dates around the world. Fair-value pricing is a common industry adjustment process that attempts to best represent the value of fund holdings as of the close in trading in U.S. markets, accounting for any major changes occurring after the close of foreign markets. The Fidelity International Value Focus Index does not engage in fair-value pricing; differences between fund and index pricing methodologies may cause short-term discrepancies in performance, which tend to smooth out over time.) The biggest individual detractor in absolute terms was German airline company Lufthansa, whose challenges this period included disappointing revenue growth reported in April. Weak financial results also weighed on German financial services giant Deutsche Bank. U.K.-based communication services provider Vodafone Group also struggled, as a slowdown in organic growth appeared to concern investors, while Italian banking stocks Banco BPM and UniCredit both faced difficulty amid heightened political and economic uncertainty in Italy. On the positive side, the fund benefited from a brief position in U.K.-based delivery service Royal Mail; this stock was rebalanced out of the index early in the year, prior to a subsequent downturn in the stock for much of the reporting period. Communication services provider SES (which we did not hold at period end), based in Luxembourg, also added value, as did Japanese drug maker Astellas Pharma and Norwegian seafood company Marine Harvest.

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, or Geode Capital Management, LLC, (the ETF’s sub-adviser) or any other person in the Geode organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity and Geode disclaim any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

 

Annual Report   8  


Table of Contents

Fidelity International Value Factor ETF

Investment Summary (Unaudited)

 

Geographic Diversification as of October 31, 2018

 

LOGO

 

*

Includes Net Other Assets (Liabilities).

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

Top Ten Stocks as of October 31, 2018  
    % of fund’s
net assets
 

Nestle S.A.

    2.3  

Royal Dutch Shell PLC Class B

    2.1  

Novartis AG

    1.9  

Toyota Motor Corp.

    1.6  

Anglo American PLC

    1.6  

SAP SE

    1.6  

Roche Holding AG

    1.5  

Nippon Steel & Sumitomo Metal Corp.

    1.5  

Allianz SE

    1.4  

TOTAL S.A.

    1.4  
 

 

 

 
    16.9  
 

 

 

 
 

 

Top Market Sectors as of October 31, 2018  
    % of fund’s
net assets
 

Financials

    20.8  

Industrials

    15.1  

Health Care

    10.9  

Consumer Staples

    10.8  

Consumer Discretionary

    10.5  

Materials

    7.5  

Energy

    7.4  

Information Technology

    6.4  

Communication Services

    4.1  

Utilities

    3.2  
Asset Allocation as of October 31, 2018  
    % of funds’s
net assets
 

Stocks

    99.4%  

Net Other Assets (Liabilities)

    0.6%  
 

 

  9   Annual Report


Table of Contents

Fidelity International High Dividend ETF

Schedule of Investments October 31, 2018

Showing Percentage of Net Assets

 

Common Stocks – 99.6%  
    Shares      Value  

AUSTRALIA – 10.9%

 

AGL Energy Ltd.

    30,010      $ 382,528  

BHP Billiton PLC

    1,446        28,846  

Fortescue Metals Group Ltd.

    10,367        29,366  

National Australia Bank Ltd.

    13,991        250,572  

Sonic Healthcare Ltd.

    1,640        26,189  

Telstra Corp. Ltd.

    297,166        648,149  

Wesfarmers Ltd.

    1,789        59,062  

Westpac Banking Corp.

    14,150        268,790  

Woodside Petroleum Ltd.

    13,433        331,513  
    

 

 

 

TOTAL AUSTRALIA

 

     2,025,015  
    

 

 

 

BELGIUM – 0.3%

    

Anheuser-Busch InBev S.A.

    727        53,770  
    

 

 

 

TOTAL BELGIUM

 

     53,770  
    

 

 

 

CANADA – 10.9%

    

Canadian National Railway Co.

    1,290        110,279  

Enbridge, Inc.

    12,512        389,868  

Hydro One Ltd. (a)

    25,110        365,267  

Inter Pipeline Ltd.

    19,877        322,362  

Methanex Corp.

    385        24,932  

Power Financial Corp.

    8,991        193,623  

Royal Bank of Canada

    4,654        339,103  

The Bank of Nova Scotia

    5,167        277,298  
    

 

 

 

TOTAL CANADA

 

     2,022,732  
    

 

 

 

DENMARK – 0.7%

    

ISS A/S

    3,758        123,576  
    

 

 

 

TOTAL DENMARK

 

     123,576  
    

 

 

 

FINLAND – 1.2%

    

Nordea Bank Abp

    23,362        203,186  

Orion Oyj Class B

    581        20,005  
    

 

 

 

TOTAL FINLAND

 

     223,191  
    

 

 

 

FRANCE – 9.8%

    

BNP Paribas S.A.

    3,265        170,593  

Bouygues S.A.

    2,126        77,634  

Engie S.A.

    36,519        487,052  

Eutelsat Communications S.A.

    14,101        286,050  

Sanofi

    681        60,855  

Societe Generale S.A.

    3,528        129,329  

TOTAL S.A.

    8,070        473,511  

Vinci S.A.

    1,407        125,222  
    

 

 

 

TOTAL FRANCE

 

     1,810,246  
    

 

 

 

GERMANY – 3.4%

    

BASF SE

    396        30,389  

Bayer AG

    458        35,107  
   
    Shares      Value  

Daimler AG

    4,373      $ 259,343  

ProSiebenSat.1 Media SE

    7,531        173,902  

Siemens AG

    1,145        131,614  
    

 

 

 

TOTAL GERMANY

 

     630,355  
    

 

 

 

HONG KONG – 1.8%

    

Hang Seng Bank Ltd.

    10,200        238,808  

Jardine Matheson Holdings Ltd.

    1,503        86,738  
    

 

 

 

TOTAL HONG KONG

 

     325,546  
    

 

 

 

ITALY – 0.9%

    

Intesa Sanpaolo SpA

    79,650        176,431  
    

 

 

 

TOTAL ITALY

 

     176,431  
    

 

 

 

JAPAN – 16.3%

    

Astellas Pharma, Inc.

    3,678        56,826  

Honda Motor Co. Ltd.

    9,500        271,183  

ITOCHU Corp.

    6,981        129,469  

Japan Tobacco, Inc.

    2,400        61,669  

Lawson, Inc.

    1,000        63,278  

Marubeni Corp.

    16,500        133,793  

Mitsubishi Chemical Holdings Corp.

    2,700        21,048  

Mitsubishi Corp.

    5,300        149,170  

Mitsubishi Heavy Industries Ltd.

    3,300        116,331  

Mitsui & Co. Ltd.

    7,800        130,327  

Mizuho Financial Group, Inc.

    145,848        250,474  

MS&AD Insurance Group Holdings, Inc.

    7,000        210,261  

Nissan Motor Co. Ltd.

    26,700        242,910  

Sekisui House Ltd.

    14,600        214,285  

Subaru Corp.

    8,400        226,587  

Sumitomo Mitsui Financial Group, Inc.

    6,504        253,234  

Takeda Pharmaceutical Co. Ltd.

    930        38,557  

Teijin Ltd.

    1,200        20,804  

Toyota Motor Corp.

    7,167        419,850  
    

 

 

 

TOTAL JAPAN

 

     3,010,056  
    

 

 

 

JERSEY – 0.9%

    

Phoenix Group Holdings

    20,923        161,131  
    

 

 

 

TOTAL JERSEY

 

     161,131  
    

 

 

 

LUXEMBOURG – 2.3%

    

SES S.A.

    19,896        427,606  
    

 

 

 

TOTAL LUXEMBOURG

 

     427,606  
    

 

 

 

MACAU – 1.2%

    

Sands China Ltd.

    56,000        220,659  
    

 

 

 

TOTAL MACAU

 

     220,659  
    

 

 

 
 

 

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

 

Annual Report   10  


Table of Contents
Common Stocks – continued  
    Shares      Value  

MEXICO – 0.1%

    

Fresnillo PLC

    1,029      $ 11,161  
    

 

 

 

TOTAL MEXICO

 

     11,161  
    

 

 

 

NETHERLANDS – 3.3%

    

Royal Dutch Shell PLC Class B

    18,680        609,210  
    

 

 

 

TOTAL NETHERLANDS

 

     609,210  
    

 

 

 

NORWAY – 1.3%

    

Gjensidige Forsikring ASA

    12,813        198,507  

Marine Harvest ASA

    1,894        45,835  
    

 

 

 

TOTAL NORWAY

 

     244,342  
    

 

 

 

SINGAPORE – 1.1%

    

Oversea-Chinese Banking Corp. Ltd.

    27,580        213,846  
    

 

 

 

TOTAL SINGAPORE

 

     213,846  
    

 

 

 

SPAIN – 3.1%

    

Banco Bilbao Vizcaya Argentaria S.A.

    34,257        189,068  

Enagas S.A.

    10,419        276,617  

Siemens Gamesa Renewable Energy S.A. (b)

    9,417        104,443  
    

 

 

 

TOTAL SPAIN

 

     570,128  
    

 

 

 

SWEDEN – 4.9%

    

Hennes & Mauritz AB Class B

    16,616        293,485  

Skandinaviska Enskilda Banken AB Class A

    20,553        212,826  

Skanska AB Class B

    5,933        93,392  

Svenska Cellulosa AB SCA Class B

    2,721        25,756  

Swedbank AB

    10,540        237,379  

Swedish Match AB

    834        42,497  
    

 

 

 

TOTAL SWEDEN

 

     905,335  
    

 

 

 

SWITZERLAND – 4.9%

    

LafargeHolcim Ltd. (b)

    484        22,418  

Nestle S.A.

    1,754        148,078  

Novartis AG

    1,207        105,700  

Roche Holding AG

    360        87,611  

Swiss Re AG

    2,831        255,680  

Zurich Insurance Group AG

    914        283,780  
    

 

 

 

TOTAL SWITZERLAND

 

     903,267  
    

 

 

 

UNITED KINGDOM – 20.3%

    

Admiral Group PLC

    7,891        203,037  
   
    Shares      Value  

AstraZeneca PLC

    766      $ 58,591  

BAE Systems PLC

    22,312        149,608  

BP PLC

    65,356        472,114  

British American Tobacco PLC

    1,598        69,274  

BT Group PLC

    203,595        623,409  

GlaxoSmithKline PLC

    2,916        56,476  

HSBC Holdings PLC

    44,706        367,913  

Imperial Brands PLC

    1,421        48,187  

ITV PLC

    117,623        223,940  

Legal & General Group PLC

    57,906        186,149  

SSE PLC

    33,951        494,850  

Tate & Lyle PLC

    4,893        42,103  

Unilever N.V.

    1,266        68,029  

Vodafone Group PLC

    264,553        497,502  

WPP PLC

    16,659        188,509  
    

 

 

 

TOTAL UNITED KINGDOM

 

     3,749,691  
    

 

 

 

TOTAL COMMON STOCKS
(Cost $21,124,620)

 

     18,417,294  
    

 

 

 
    
Money Market Funds – 0.0%  

Fidelity Cash Central Fund, 2.23% (c)
(Cost $5,326)

    5,325        5,326  
    

 

 

 

TOTAL INVESTMENT PORTFOLIO – 99.6%
(Cost $21,129,946)

 

     18,422,620  

NET OTHER ASSETS (LIABILITIES) – 0.4%

 

     77,560  
    

 

 

 

NET ASSETS – 100.0%

 

   $ 18,500,180  
    

 

 

 

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

Legend

 

(a)   Security is 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 $365,267 or of net assets.

 

(b)   Non-income producing.

 

(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.
 

 

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

   $ 323  
  

 

 

 

 

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

 

  11   Annual Report


Table of Contents

Fidelity International High Dividend ETF

Schedule of Investments – continued

 

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

Investment Valuation

The following is a summary of the inputs used, as of October 31, 2018, involving the Fund’s assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 

Valuation Inputs at Reporting Date:

 

 
Description    Total      Level 1      Level 2      Level 3  

Investments in Securities:

           

Equities:

           

Communication Services

   $ 1,993,001      $ 872,090      $ 1,120,911      $  

Consumer Discretionary

     3,224,368        1,193,657        2,030,711         

Consumer Staples

     701,780        300,962        400,818         

Energy

     2,875,196        1,320,362        1,554,834         

Financials

     5,471,016        3,091,165        2,379,851         

Health Care

     545,917        46,194        499,723         

Industrials

     1,661,598        596,063        1,065,535         

Materials

     214,719        113,633        101,086         

Utilities

     1,729,699        1,234,849        494,850         

Money Market Funds

     5,326        5,326                
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities:

   $ 18,422,620      $ 8,774,301      $ 9,648,319      $  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

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

 

Annual Report   12  


Table of Contents

Fidelity International Value Factor ETF

Schedule of Investments October 31, 2018

Showing Percentage of Net Assets

 

Common Stocks – 99.4%  
    Shares      Value  

AUSTRALIA – 4.2%

 

CSL Ltd.

    625      $ 83,208  

Fortescue Metals Group Ltd.

    52,485        148,669  

Macquarie Group Ltd.

    1,672        138,768  

National Australia Bank Ltd.

    8,395        150,350  
    

 

 

 

TOTAL AUSTRALIA

 

     520,995  
    

 

 

 

AUSTRIA – 0.4%

    

OMV AG

    888        49,415  
    

 

 

 

TOTAL AUSTRIA

 

     49,415  
    

 

 

 

CANADA – 9.3%

    

Air Canada (a)

    7,398        140,379  

Canadian Natural Resources Ltd.

    3,410        93,562  

CGI Group, Inc. Class A (a)

    740        45,700  

Empire Co. Ltd.

    6,477        117,835  

Magna International, Inc.

    2,293        112,886  

Manulife Financial Corp.

    6,911        108,827  

Power Corp. of Canada

    4,548        93,900  

Power Financial Corp.

    4,271        91,977  

Suncor Energy, Inc.

    3,522        118,145  

Teck Resources Ltd. Class B

    4,889        101,052  

The Bank of Nova Scotia

    2,618        140,500  
    

 

 

 

TOTAL CANADA

 

     1,164,763  
    

 

 

 

DENMARK – 2.0%

    

Novo Nordisk A/S Class B

    2,364        102,093  

Vestas Wind Systems A/S

    2,301        144,308  
    

 

 

 

TOTAL DENMARK

 

     246,401  
    

 

 

 

FRANCE – 9.2%

    

Atos SE

    937        80,425  

Cie de Saint-Gobain

    3,233        121,792  

Engie S.A.

    8,719        116,285  

Peugeot S.A.

    4,460        106,236  

Publicis Groupe S.A.

    1,965        114,043  

Safran S.A.

    1,250        161,535  

Sanofi

    1,463        130,734  

Societe Generale S.A.

    3,926        143,918  

TOTAL S.A.

    2,935        172,212  
    

 

 

 

TOTAL FRANCE

 

     1,147,180  
    

 

 

 

GERMANY – 9.7%

    

Allianz SE

    851        177,280  

BASF SE

    1,841        141,276  

Bayer AG

    1,156        88,610  

Covestro AG

    1,149        74,337  

Deutsche Bank AG

    10,089        98,858  

Deutsche Lufthansa AG

    6,277        126,267  

Merck KGaA

    524        56,158  
   
    Shares      Value  

ProSiebenSat.1 Media SE

    6,238      $ 144,045  

SAP SE

    1,813        194,124  

Vonovia SE

    2,581        118,163  
    

 

 

 

TOTAL GERMANY

 

     1,219,118  
    

 

 

 

HONG KONG – 3.2%

    

CK Asset Holdings Ltd.

    13,500        87,625  

CLP Holdings Ltd.

    8,000        89,672  

Hong Kong Exchanges & Clearing Ltd.

    4,100        108,748  

Hongkong Land Holdings Ltd.

    3,700        21,904  

Jardine Matheson Holdings Ltd.

    1,500        86,565  
    

 

 

 

TOTAL HONG KONG

 

     394,514  
    

 

 

 

ITALY – 3.8%

    

Banco BPM SpA

    36,845        69,318  

Enel SpA

    28,516        139,816  

Eni SpA

    4,372        77,645  

Telecom Italia SpA/Milano

    151,247        88,956  

UniCredit SpA

    8,076        103,511  
    

 

 

 

TOTAL ITALY

 

     479,246  
    

 

 

 

JAPAN – 25.2%

    

Astellas Pharma, Inc.

    9,000        139,052  

Daiwa House Industry Co. Ltd.

    3,900        117,758  

FUJIFILM Holdings Corp.

    3,000        129,751  

Fujitsu Ltd.

    1,800        109,509  

Haseko Corp.

    6,000        76,030  

Hitachi Ltd.

    4,000        122,281  

Honda Motor Co. Ltd.

    4,000        114,182  

ITOCHU Corp.

    8,000        148,368  

Japan Tobacco, Inc.

    5,200        133,616  

JXTG Holdings, Inc.

    12,300        83,111  

Kajima Corp.

    8,500        109,451  

KDDI Corp.

    4,200        101,639  

Mazda Motor Corp.

    6,800        72,427  

Medipal Holdings Corp.

    6,400        137,433  

Mitsubishi Corp.

    5,500        154,799  

Mitsubishi UFJ Financial Group, Inc.

    23,300        141,023  

Mitsui & Co. Ltd.

    8,600        143,694  

NH Foods Ltd.

    3,300        113,803  

Nippon Steel & Sumitomo Metal Corp.

    9,800        180,772  

Nippon Telegraph & Telephone Corp.

    2,200        90,725  

ORIX Corp.

    5,700        93,000  

Sony Corp.

    2,500        135,292  

Sumitomo Corp.

    8,200        124,367  

Sumitomo Mitsui Financial Group, Inc.

    3,000        116,805  

The Kansai Electric Power Co., Inc.

    4,100        62,753  

Toyota Motor Corp.

    3,500        205,033  
    

 

 

 

TOTAL JAPAN

 

     3,156,674  
    

 

 

 
 

 

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

 

  13   Annual Report


Table of Contents

Fidelity International Value Factor ETF

Schedule of Investments – continued

 

Common Stocks – continued  
    Shares      Value  

LUXEMBOURG – 0.7%

 

ArcelorMittal

    3,683      $ 91,941  
    

 

 

 

TOTAL LUXEMBOURG

 

     91,941  
    

 

 

 

NETHERLANDS – 4.2%

    

Aegon N.V.

    17,960        110,418  

Heineken Holding N.V.

    779        67,499  

Koninklijke Ahold Delhaize N.V.

    3,643        83,474  

Royal Dutch Shell PLC Class B

    8,216        267,948  
    

 

 

 

TOTAL NETHERLANDS

 

     529,339  
    

 

 

 

NEW ZEALAND – 0.0%

    

Fletcher Building Ltd.

    723        2,850  
    

 

 

 

TOTAL NEW ZEALAND

 

     2,850  
    

 

 

 

SINGAPORE – 0.9%

    

Oversea-Chinese Banking Corp. Ltd.

    14,356        111,312  
    

 

 

 

TOTAL SINGAPORE

 

     111,312  
    

 

 

 

SPAIN – 1.4%

    

Banco Bilbao Vizcaya Argentaria S.A.

    20,374        112,446  

Repsol S.A.

    3,224        57,609  
    

 

 

 

TOTAL SPAIN

 

     170,055  
    

 

 

 

SWEDEN – 1.4%

    

Essity AB Class B

    3,072        70,127  

Volvo AB Class B

    6,880        102,848  
    

 

 

 

TOTAL SWEDEN

 

     172,975  
    

 

 

 

SWITZERLAND – 7.5%

    

Adecco Group AG

    2,389        117,037  

Credit Suisse Group AG (a)

    8,612        112,590  

Nestle S.A.

    3,434        289,909  

Novartis AG

    2,665        233,380  

Roche Holding AG

    790        192,256  
    

 

 

 

TOTAL SWITZERLAND

 

     945,172  
    

 

 

 
   
    Shares      Value  

UNITED KINGDOM – 14.8%

 

Anglo American PLC

    9,418      $ 201,662  

Aviva PLC

    23,938        130,819  

Babcock International Group PLC

    12,262        95,795  

Barclays PLC

    67,238        148,146  

British American Tobacco PLC

    3,227        139,891  

Fiat Chrysler Automobiles N.V. (a)

    10,386        158,222  

GlaxoSmithKline PLC

    6,265        121,339  

International Consolidated Airlines Group S.A.

    12,780        98,568  

J Sainsbury PLC

    17,934        71,337  

Micro Focus International PLC

    7,527        116,685  

Standard Life Aberdeen PLC

    30,882        106,776  

Unilever N.V.

    2,604        139,926  

Unilever PLC

    2,354        124,691  

Vodafone Group PLC

    65,481        123,140  

WPP PLC

    7,379        83,499  
    

 

 

 

TOTAL UNITED KINGDOM

 

     1,860,496  
    

 

 

 

UNITED STATES – 1.5%

 

Carnival PLC

    1,847        100,672  

Shire PLC

    1,528        92,216  
    

 

 

 

TOTAL UNITED STATES

 

     192,888  
    

 

 

 

TOTAL COMMON STOCKS
(Cost $14,327,334)

 

     12,455,334  
    

 

 

 

TOTAL INVESTMENT PORTFOLIO – 99.4%
(Cost $14,327,334)

 

     12,455,334  

NET OTHER ASSETS (LIABILITIES) – 0.6%

 

     76,345  
    

 

 

 

NET ASSETS – 100.0%

 

   $     12,531,679  
    

 

 

 

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

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

   $ 423  
  

 

 

 

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.

 

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

 

Annual Report   14  


Table of Contents

Investment Valuation

The following is a summary of the inputs used, as of October 31, 2018, involving the Fund’s assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 

Valuation Inputs at Reporting Date:

 

 
Description    Total      Level 1      Level 2      Level 3  

Investments in Securities:

           

Equities:

           

Communication Services

   $ 518,503      $ 114,043      $ 404,460      $  

Consumer Discretionary

     1,308,524        377,344        931,180         

Consumer Staples

     1,352,108        410,272        941,836         

Energy

     919,647        261,122        658,525         

Financials

     2,609,290        1,375,913        1,233,377         

Health Care

     1,376,479        276,799        1,099,680         

Industrials

     1,875,773        911,767        964,006         

Information Technology

     798,475        126,125        672,350         

Materials

     942,559        620,511        322,048         

Real Estate

     345,450        227,692        117,758         

Utilities

     408,526        205,957        202,569         
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments in Securities:

   $ 12,455,334      $ 4,907,545      $ 7,547,789      $  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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

 

  15   Annual Report


Table of Contents

Financial Statements

 

Statements of Assets and Liabilities            
October 31, 2018            
   

Fidelity
International

High

Dividend ETF

   

Fidelity
International

Value Factor ETF

 

Assets

   

Investments in securities, at value – See accompanying schedule:

   

Unaffiliated issuers

  $ 18,417,294     $ 12,455,334  

Fidelity Central Funds

    5,326        
 

 

 

   

 

 

 

Total Investments in Securities

  $ 18,422,620     $ 12,455,334  

Cash

    1,558       849  

Foreign currency held at value (cost $4,073 and $11,938, respectively)

    3,969       11,742  

Dividends receivable

    78,232       67,949  

Distributions receivable from Fidelity Central Funds

    14       2  
 

 

 

   

 

 

 

Total assets

    18,506,393       12,535,876  
 

 

 

   

 

 

 

Liabilities

   

Accrued management fees

    6,213       4,197  
 

 

 

   

 

 

 

Total liabilities

    6,213       4,197  
 

 

 

   

 

 

 

Net Assets

  $ 18,500,180     $ 12,531,679  
 

 

 

   

 

 

 

Net Assets consist of:

   

Paid in capital

    21,412,991       14,928,188  

Total distributable earnings (loss)

    (2,912,811     (2,396,509
 

 

 

   

 

 

 

Net Assets

  $ 18,500,180     $ 12,531,679  
 

 

 

   

 

 

 

Shares outstanding

    900,000       600,000  
 

 

 

   

 

 

 

Net Asset Value, offering price and redemption price per share

  $ 20.56     $ 20.89  
 

 

 

   

 

 

 

Investments at cost – Unaffiliated issuers

  $ 21,124,620     $ 14,327,334  

Investments at cost – Fidelity Central Funds

    5,326        
 

 

 

   

 

 

 

Investments at cost

  $ 21,129,946     $ 14,327,334  
 

 

 

   

 

 

 

 

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

 

Annual Report   16  


Table of Contents
Statements of Operations            
For the period January 16, 2018 (commencement of operations) to October 31, 2018  
   

Fidelity

International

High
Dividend ETF

   

Fidelity
International

Value Factor ETF

 

Investment Income

   

Dividends

  $ 578,194     $ 417,466  

Non-Cash dividends

    49,708        

Income from Fidelity Central Funds

    323       423  
 

 

 

   

 

 

 

Income before foreign taxes withheld

    628,225       417,889  

Less foreign taxes withheld

    (48,139     (34,505
 

 

 

   

 

 

 

Total income

    580,086       383,384  
 

 

 

   

 

 

 

Expenses

   

Management fees

    45,350       39,729  

Independent trustees’ compensation

    65       62  
 

 

 

   

 

 

 

Total expenses before reductions

    45,415       39,791  

Expense reductions

    (55     (34
 

 

 

   

 

 

 

Total expenses

    45,360       39,757  
 

 

 

   

 

 

 

Net investment income (loss)

    534,726       343,627  
 

 

 

   

 

 

 

Realized and Unrealized Gain (Loss)

   

Net realized gain (loss) on investment securities

    (243,675     (546,663

Net realized gain (loss) on Fidelity Central Funds

    1        

Net realized gain (loss) on foreign currency transactions

    (2,906     (2,222
 

 

 

   

 

 

 

Total net realized gain (loss)

    (246,580     (548,885
 

 

 

   

 

 

 

Change in net unrealized appreciation (depreciation) on investment securities

    (2,707,326     (1,872,000

Change in net unrealized appreciation (depreciation) on assets and liabilities in foreign currencies

    (731     (1,151
 

 

 

   

 

 

 

Total change in net unrealized appreciation (depreciation)

    (2,708,057     (1,873,151
 

 

 

   

 

 

 

Net gain (loss)

    (2,954,637     (2,422,036
 

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from operations

  $ (2,419,911   $ (2,078,409
 

 

 

   

 

 

 

 

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

 

  17   Annual Report


Table of Contents

Financial Statements – continued

 

Statements of Changes in Net Assets  
For the period January 16, 2018 (commencement of operations) to October 31, 2018  
   

Fidelity

International High

Dividend ETF

   

Fidelity

International Value

Factor ETF

 

Increase (Decrease) in Net Assets

   

Operations

   

Net investment income (loss)

  $ 534,726     $ 343,627  

Net realized gain (loss)

    (246,580     (548,885

Change in net unrealized appreciation (depreciation)

    (2,708,057     (1,873,151
 

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from operations

    (2,419,911     (2,078,409
 

 

 

   

 

 

 

Distributions to shareholders

    (492,900     (318,100
 

 

 

   

 

 

 

Share transactions

   

Proceeds from sales of shares

    21,412,991       14,928,188  
 

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from share transactions

    21,412,991       14,928,188  
 

 

 

   

 

 

 

Total increase (decrease) in net assets

    18,500,180       12,531,679  

Net Assets

   

Beginning of period

           
 

 

 

   

 

 

 

End of period

  $ 18,500,180     $ 12,531,679  
 

 

 

   

 

 

 

Other Information

   

Shares

   

Sold

    900,000       600,000  

Redeemed

           
 

 

 

   

 

 

 

Net increase (decrease)

    900,000       600,000  
 

 

 

   

 

 

 

 

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

 

Annual Report   18  


Table of Contents
Financial Highlights             
    

Fidelity

International High

Dividend ETF

   

Fidelity

International Value

Factor ETF

 
Period ended October 31,    2018A     2018A  

Selected Per-Share Data

    

Net asset value, beginning of period

   $ 25.08     $ 25.00  
  

 

 

   

 

 

 

Income from Investment Operations

    

Net investment income (loss)B

     0.82       0.62  

Net realized and unrealized gain (loss)

     (4.63     (4.18
  

 

 

   

 

 

 

Total from investment operations

     (3.81     (3.56
  

 

 

   

 

 

 

Distributions from net investment income

     (0.71     (0.55
  

 

 

   

 

 

 

Total distributions

     (0.71     (0.55
  

 

 

   

 

 

 

Net asset value, end of period

   $ 20.56     $ 20.89  
  

 

 

   

 

 

 

Total ReturnC,D

     (15.44 )%      (14.46 )% 

Ratios to Average Net AssetsE,F,G

    

Expense before reductions

     .39     .39

Expenses net of fee waivers, if any

     .39     .39

Expenses net of all reductions

     .39     .39

Net investment income (loss)

     4.59     3.38

Supplemental Data

    

Net assets, end of period (000 omitted)

   $ 18,500     $ 12,532  

Portfolio turnover rateH,I,J

     42     65

 

A   For the period January 16, 2018 (commencement of operations) to October 31, 2018.

 

B   Calculated based on average shares outstanding during the period.

 

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

 

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

 

E   Annualized.

 

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 the reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund but do not include expenses of the investment companies in which the fund invests.

 

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

 

H   Amount does not include the portfolio activity of any underlying funds.

 

I   Amount not annualized.

 

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

 

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

 

  19   Annual Report


Table of Contents

Notes to Financial Statements

For the period ended October 31, 2018

 

1. Organization.

Fidelity International High Dividend ETF and Fidelity International Value Factor ETF (the Funds) are exchange-traded funds of Fidelity Covington Trust (the Trust) and are 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.

2. Investments in Fidelity Central Funds.

The Funds invest 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 Funds’ Schedules of Investments lists each of the Fidelity Central Funds held as of year end, if any, as an investment of the Fund, but do not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, each Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

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

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

3. Significant Accounting Policies.

Each 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 Funds:

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 each Fund’s investments to the Fair Value Committee (the Committee) established by each Fund’s investment adviser. In accordance with valuation policies and procedures approved by the Board, each 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 each 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 each Fund’s investments and ratifies the fair value determinations of the Committee.

Each 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 each Fund’s investments by major category are as follows:

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

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

 

Annual Report   20  


Table of Contents

3. Significant Accounting Policies – continued

 

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of October 31, 2018, is included at the end of each Fund’s Schedule of Investments.

Foreign Currency. The Funds 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 Funds’ 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 NYSE Arca, 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 Funds are 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. 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.

Income Tax Information and Distributions to Shareholders. Each year, each 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, 2018 each Fund did not have any unrecognized tax benefits in the financial statements; nor is each 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. Each Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund’s federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on each Fund’s understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded daily and paid monthly from net investment income. Distributions from realized gains, if any, 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.

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) 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 for each Fund:

 

     Tax cost      Gross unrealized
appreciation
     Gross unrealized
depreciation
    Net unrealized
appreciation
(depreciation) on
securities and
other investments
 

Fidelity International High Dividend ETF

   $ 21,173,478      $ 372,277      $ (3,123,135   $ (2,750,858

Fidelity International Value Factor ETF

     14,343,017        295,096        (2,182,779     (1,887,683

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

 

  21   Annual Report


Table of Contents

Notes to Financial Statements – continued

 

3. Significant Accounting Policies – continued

 

     Undistributed
ordinary income
     Capital loss
carryforward
    Net unrealized
appreciation
(depreciation)
 

Fidelity International High Dividend ETF

   $ 38,925      $ (200,146   $ (2,750,858

Fidelity International Value Factor ETF

     32,640        (540,315     (1,887,683

Capital loss carryforwards are only available to offset future capital gains of the Funds to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Funds are 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 year end and is subject to adjustment.

 

     No-expiration
Short-term
    No-expiration
Long-term
     Total capital loss
carryforward
 

Fidelity International High Dividend ETF

   $ (200,146   $      $ (200,146

Fidelity International Value Factor ETF

     (540,315            (540,315

The tax character of distributions paid was as follows:

 

October 31, 2018                            
     Ordinary
Income
     Long-Term
Capital Gain
     Tax Return
Of Capital
     Total  

Fidelity International High Dividend ETFA

   $ 492,900      $      $      $ 492,900  

Fidelity International Value Factor ETFA

     318,100                      318,100  

 

A    For the period from January 16, 2018 (commencement of operations) to October 31, 2018.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, were as follows:

 

     Purchases      Sales  

Fidelity International High Dividend ETF

   $ 9,003,525      $ 6,130,605  

Fidelity International Value Factor ETF

     11,028,802        8,419,173  

Securities received or delivered in-kind through subscriptions and redemptions were as follows:

 

     In-kind
Subscriptions
     In-kind
Redemptions
 

Fidelity International High Dividend ETF

   $ 18,508,595      $  

Fidelity International Value Factor ETF

     12,264,516         

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR Co., Inc. (FMRC) (the investment adviser), an affiliate of FMR, provides the Funds with investment management related services for which the Funds pay a monthly management fee that is based on an annual rate of .39% of each Fund’s average net assets. Under the management contract, FMRC pays all other expenses, except the compensation of the independent Trustees and certain miscellaneous expenses such as proxy and shareholder meeting expenses.

Sub-Adviser. Geode Capital Management, LLC (Geode), serves as sub-adviser for the Funds. Geode provides discretionary investment advisory services to the Funds and is paid by the investment adviser for providing these services.

Interfund Trades. The Funds may purchase from or sell securities to other funds affiliated with the sub-adviser 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.

 

Annual Report   22  


Table of Contents

 

6. Expense Reductions.

Through arrangements with each applicable Fund’s custodian, credits realized as a result of uninvested cash balances were used to reduce each applicable Fund’s management fee. During the year, these credits reduced management fees by the following amounts:

 

     Amount  

Fidelity International High Dividend ETF

   $ 55  

Fidelity International Value Factor ETF

     34  

7. Share Transactions.

The Funds issue and redeem shares at NAV only with certain authorized participants in large increments known as Creation Units. Purchases of Creation Units are made by tendering a basket of designated securities and cash to a fund and redemption proceeds are paid with a basket of securities from a fund’s portfolio with a balancing cash component to equate the market value of the basket of securities delivered or redeemed to the NAV per Creation Unit on the transaction date. Cash may be substituted equivalent to the value of certain securities generally when they are not available in sufficient quantity for delivery. A fund’s shares are available in smaller increments to investors in the secondary market at market prices and may be subject to commissions. Authorized participants pay a transaction fee to the shareholder servicing agent when purchasing and redeeming Creation Units of a fund. The transaction fee is used to defray the costs associated with the issuance and redemption of Creation Units.

8. Other.

The Funds’ 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 Funds. In the normal course of business, the Funds may also enter into contracts that provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Funds. The risk of material loss from such claims is considered remote.

 

  23   Annual Report


Table of Contents

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of Fidelity Covington Trust and Shareholders of Fidelity International High Dividend ETF and Fidelity International Value Factor ETF:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Fidelity International High Dividend ETF and Fidelity International Value Factor ETF (the “Funds”), each a fund of Fidelity Covington Trust, including the schedules of investments, as of October 31, 2018, the related statements of operations and changes in net assets, and the financial highlights for the period January 16, 2018 (commencement of operations) through October 31, 2018, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Funds as of October 31, 2018, and the results of their operations, changes in its net assets, and the financial highlights for the period January 16, 2018 (commencement of operations) through October 31, 2018 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 Funds’ management. Our responsibility is to express an opinion on the Funds’ 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 Funds 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 audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their 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 Funds’ 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, 2018, by correspondence with the custodians and brokers. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

December 14, 2018

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

 

Annual Report   24  


Table of Contents

Premium/Discount Analysis (Unaudited)

 

Shares of each fund are listed on NYSE Arca and can be bought and sold on the secondary market at market prices. Although the market price is expected to approximate the fund’s NAV, it is possible that the market price and NAV will vary significantly. The closing market price is the daily closing price as reported on NYSE Arca.

Premiums or discounts are the differences (expressed as a basis point differential with 1 basis point equaling 1/100 of 1%) between the fund’s NAV and closing market price. A premium indicates that the closing market price is trading above the NAV. A discount indicates that the closing market price is trading below the NAV. A discrepancy may exist with respect to the timing of when the NAV is calculated and the determination of the closing market price.

The chart below presents information about the differences between each fund’s daily closing market price and each fund’s NAV.

Fidelity International High Dividend ETF

 

Period Ended October 31, 2018  
From commencement of operations*
to October 31, 2018
  Closing Price Below NAV     Closing Price Above or Equal to NAV  
Basis Point Differential   Number of
Days
  % of Total
Days
    Number of
Days
  % of Total
Days
 
0 – <25   8     4.00   30     15.00
25 – <50   0         64     32.00
50 – <75   2     1.00   61     30.50
75 – <100   0         27     13.50
100 or above   0         8     4.00
Total   10     5.00   190     95.00

 

*

From January 18, 2018, date initially listed on the NYSE ARCA exchange.

Fidelity International Value Factor ETF

 

Period Ended October 31, 2018  
From commencement of operations*
to October 31, 2018
  Closing Price Below NAV     Closing Price Above or Equal to NAV  
Basis Point Differential   Number of
Days
  % of Total
Days
    Number of
Days
  % of Total
Days
 
0 – <25   21     10.50   63     31.50
25 – <50   8     4.00   54     27.00
50 – <75   0         39     19.50
75 – <100   1     0.50   11     5.50
100 or above   0         3     1.50
Total   30     15.00   170     85.00

 

*

From January 18, 2018, date initially listed on the NYSE ARCA exchange.

 

  25   Annual Report


Table of Contents

Trustees and Officers (Unaudited)

 

The Trustees, Members of the Advisory Board (if any), and officers of the trust and funds, as applicable, are listed below. The Board of Trustees governs each fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each fund’s activities, review contractual arrangements with companies that provide services to each fund, oversee management of the risks associated with such activities and contractual arrangements, and review each fund’s performance. Except for Michael E. Wiley, each of the Trustees oversees 283 funds. Mr. Wiley oversees 193 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 funds 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 funds’ Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-FIDELITY.

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 each 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 funds, 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 funds. 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 funds’ 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 funds’ 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.

 

Annual Report   26  


Table of Contents

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the funds’ 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 funds’ 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 funds are carried out by or through FMR, its affiliates, and other service providers, the funds’ 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 funds’ activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with Fidelity to enhance the Board’s oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. Appropriate personnel, including but not limited to the funds’ Chief Compliance Officer (CCO), FMR’s internal auditor, the independent accountants, the funds’ 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: 2018

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).

Charles S. Morrison (1960)

Year of Election or Appointment: 2018

Trustee

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

 

*

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

 

+

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

 

  27   Annual Report


Table of Contents

Trustees and Officers (Unaudited) – continued

 

 

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

Dennis J. Dirks (1948)

Year of Election or Appointment: 2018

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), Board of Directors (2017-present) and Board of Trustees (2018-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: 2018

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: 2018

Trustee

Chairman of the Independent Trustees

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

Joseph Mauriello (1944)

Year of Election or Appointment: 2018

 

Annual Report   28  


Table of Contents

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

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: 2018

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: 2013

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: 2018

Trustee

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

Michael E. Wiley (1950)

Year of Election or Appointment: 2013

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).

 

+

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 each fund.

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.

 

 

  29   Annual Report


Table of Contents

Trustees and Officers (Unaudited) – continued

 

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

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: 2018

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).

William S. Stavropoulos (1939)

Year of Election or Appointment: 2018

Member of the Advisory Board

Mr. Stavropoulos also serves as Member of the Advisory Board of other Fidelity® funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of Artis-Naples in Naples, Florida. Previously, Mr. Stavropoulos served as Trustee of certain Fidelity® funds (2001-2018) and as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).

Carol B. Tomé (1957)

Year of Election or Appointment: 2017

Member of the Advisory Board

Ms. Tomé also serves as Member of the Advisory Board of other Fidelity® funds. Ms. Tomé is Chief Financial Officer (2001-present) and Executive Vice President of Corporate Services (2007-present) of The Home Depot, Inc. (home improvement retailer) and a Director (2003-present) and Chair of the Audit Committee (2004-present) of United Parcel Service, Inc. (package delivery and supply chain management). Previously, Ms. Tomé served as Trustee of certain Fidelity® funds (2017), Senior Vice President of Finance and Accounting/Treasurer (2000-2007) and Vice President and Treasurer (1995-2000) of The Home Depot, Inc. and Chair of the Board (2010-2012), Vice Chair of the Board (2009 and 2013), and a Director (2008-2013) of the Federal Reserve Bank of Atlanta. Ms. Tomé is also a director or trustee of many community and professional organizations.

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.

John J. Burke III (1964)

Year of Election or Appointment: 2018

 

 

Annual Report   30  


Table of Contents

Name, Year of Birth; Principal Occupation

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: 2018

Secretary and Chief Legal Officer (CLO)

Mr. Coffey also serves as Secretary and CLO of other funds. Mr. Coffey serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2018-present); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2018-present); and CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2018-present). 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 Assistant Secretary of certain funds (2009-2018) and as Vice President and Associate General Counsel of FMR LLC (2005-2009).

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 Co-Head of Global Equity Research (2016-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 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: 2013

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: 2018

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: 2018

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)

 

 

  31   Annual Report


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Trustees and Officers (Unaudited) – continued

 

Name, Year of Birth; Principal Occupation

Year of Election or Appointment: 2018

Vice President

Ms. Holding also serves as Vice President of other funds. Ms. Holding serves as Co-Head of Global Equity Research (2018-present) and is an employee of Fidelity Investments (2013-present).

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

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

Kenneth B. Robins (1969)

Year of Election or Appointment: 2018

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: 2018

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: 2017

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).

 

Annual Report   32  


Table of Contents

Shareholder Expense Example (Unaudited)

 

As a shareholder of a 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 a Fund and to compare these costs with the ongoing costs of investing in other funds.

The Example is based on an investment of $1,000 invested for the one-half year period (May 1, 2018 to October 31, 2018).

Actual Expenses

For each fund, 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 for each Fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. In addition, each 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 each Fund’s annualized expense ratio used to calculate the expense estimates in the table below.

Hypothetical Example for Comparison Purposes

For each fund, 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, each 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 each Fund’s annualized expense ratio used to calculate the expense estimates 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 RatioA
     Beginning
Account Value
May 1, 2018
     Ending
Account Value
October 31, 2018
     Expenses Paid
During PeriodB
May 1, 2018
to October 31, 2018
 

Fidelity International High Dividend ETF

     0.39%           

Actual

      $ 1,000.00      $ 892.20      $ 1.86  

HypotheticalC

      $ 1,000.00      $ 1,023.24      $ 1.99  

Fidelity International Value Factor ETF

     0.39%           

Actual

      $ 1,000.00      $ 881.90      $ 1.85  

HypotheticalC

      $ 1,000.00      $ 1,023.24      $ 1.99  

 

A 

Annualized expense ratio reflects expenses net of applicable fee waivers.

 

B 

Expenses are equal to each 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.

 

  33   Annual Report


Table of Contents

Distributions (Unaudited)

 

A percentage of the dividends distributed during the fiscal year for the following funds qualifies for the dividend-received deduction for corporate shareholders:

 

     October 2018  
Fidelity International High Dividend ETF      0
Fidelity International Value Factor ETF      0

A percentage of the dividends distributed during the fiscal year for the following funds may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

 

     October 2018  
Fidelity International High Dividend ETF      100
Fidelity International Value Factor ETF      100

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

 

     Pay Date        Income        Taxes  
Fidelity International High Dividend ETF      10/31/2018        $ 0.6977        $ 0.0532  
Fidelity International Value Factor ETF      10/31/2018        $ 0.6958        $ 0.0567  

The funds will notify shareholders in January 2019 of amounts for use in preparing 2018 income tax returns.

 

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  35  


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   LOGO

IHD-IVE-ANN-1218                         869630.1.0

1.9885304.100

  


Table of Contents
Item  2.

Code of Ethics

As of the end of the period, October 31, 2018, Fidelity Covington 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 International High Dividend ETF and Fidelity International Value Factor ETF (the “Funds”):

Services Billed by Deloitte Entities

October 31, 2018 FeesA,B

 

     Audit Fees      Audit-
Related Fees
     Tax Fees      All Other
Fees
 

Fidelity International High Dividend ETF

   $ 15,000      $ —        $ 2,500      $ —    

Fidelity International Value Factor ETF

   $ 15,000      $ —        $ 2,500      $ —    

October 31, 2017 FeesB

 

     Audit Fees      Audit-
Related Fees
     Tax Fees      All Other
Fees
 

Fidelity International High Dividend ETF

   $ —        $ —        $ —        $ —    

Fidelity International Value Factor ETF

   $ —        $ —        $ —        $ —    

 

A

Amounts may reflect rounding.

B

Fidelity International High Dividend ETF and Fidelity International Value Factor ETF commenced operations on January 16, 2018.


Table of Contents

The following table presents fees billed by Deloitte Entities that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fidelity Management & Research Company (“FMR”) and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds (“Fund Service Providers”):

Services Billed by Deloitte Entities

 

     October 31, 2018A,B      October 31, 2017B  

Audit-Related Fees

   $ 290,000      $ —    

Tax Fees

   $ 5,000      $ —    

All Other Fees

   $ —        $ —    

 

A 

Amounts may reflect rounding.

B

May include amounts billed prior to the Fidelity International High Dividend ETF and Fidelity International Value Factor ETFs’ commencement of operations.

“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 for services rendered to the Funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Funds are as follows:

 

Billed By

   October 31, 2018A,B      October 31, 2017B  

Deloitte Entities

   $ 760,000      $ —    

 

A 

Amounts may reflect rounding.

B

May include amounts billed prior to the Fidelity International High Dividend ETF and Fidelity International Value Factor ETFs’ commencement of operations.


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The trust’s Audit Committee has considered non-audit services that were not pre-approved that were provided by Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of Deloitte Entities in its audit of the Funds, taking into account representations from Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Funds and their related entities and FMR’s review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust’s Audit Committee must pre-approve all audit and non-audit services provided by a fund’s independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee’s consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund (“Covered Service”) are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair’s absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee periodically.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X (“De Minimis Exception”)


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There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds’ last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

 

Item  5.

Audit Committee of Listed Registrants

The Audit Committee is a separately-designated standing audit committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. As of October 31, 2018, the members of the Audit Committee were Joseph Mauriello, Don Donahue and Alan Lacy.

 

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.


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(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.


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

Date: 

 

December 26, 2018

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

 

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

Date:

  December 26, 2018
By:   /s/ John J. Burke III
  John J. Burke III
  Chief Financial Officer

Date: 

  December 26, 2018