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Variable Insurance Products Fund – ‘N-CSRS’ for 6/30/14

On:  Friday, 8/22/14, at 2:10pm ET   ·   Effective:  8/22/14   ·   For:  6/30/14   ·   Accession #:  356494-14-62   ·   File #:  811-03329

Previous ‘N-CSRS’:  ‘N-CSRS’ on 8/21/13 for 6/30/13   ·   Next:  ‘N-CSRS’ on 8/24/15 for 6/30/15   ·   Latest:  ‘N-CSRS’ on 8/22/23 for 6/30/23

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          → Equity-Income Portfolio Initial ClassInvestor ClassService ClassService Class 2Service Class 2 RFloating Rate High Income Portfolio Initial ClassInvestor ClassGrowth Portfolio Initial ClassInvestor ClassService ClassService Class 2 (QVG2Q) — Service Class 2 RHigh Income Portfolio Initial ClassInitial Class RInvestor ClassService ClassService Class 2 (QHI2Q) — Service Class 2 RService Class ROverseas Portfolio Initial ClassInitial Class RInvestor ClassService ClassService Class 2 (QVO2Q) — Service Class 2 RService Class RValue Portfolio Initial ClassInvestor ClassService ClassService Class 2

Certified Semi-Annual Shareholder Report of a Management Investment Company   —   Form N-CSR
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-CSRS      Certified Semi-Annual Shareholder Report of a       HTML   3.26M 
                          Management Investment Company                          
 3: EX-99.906 CERT  Miscellaneous Exhibit                           HTML      7K 
 2: EX-99.CERT  Miscellaneous Exhibit                               HTML     14K 


N-CSRS   —   Certified Semi-Annual Shareholder Report of a Management Investment Company
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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 811-3329

Variable Insurance Products Fund
(Exact name of registrant as specified in charter)

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

Scott C. Goebel, Secretary

245 Summer St.

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

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

Date of fiscal year end:

December 31

 

 

Date of reporting period:

June 30, 2014

Item 1. Reports to Stockholders

Fidelity® Variable Insurance Products:
Growth Portfolio - Service Class 2R

Semiannual Report

June 30, 2014

(Fidelity Cover Art)


Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

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

Fidelity Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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. © 2014 FMR LLC. All rights reserved.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2014 to June 30, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Annualized
Expense Ratio
B

Beginning
Account Value
January 1, 2014

Ending
Account Value
June 30, 2014

Expenses Paid
During Period
*
January 1, 2014
to June 30, 2014

Initial Class

.65%

 

 

 

Actual

 

$ 1,000.00

$ 1,087.20

$ 3.36

HypotheticalA

 

$ 1,000.00

$ 1,021.57

$ 3.26

Service Class

.75%

 

 

 

Actual

 

$ 1,000.00

$ 1,086.70

$ 3.88

HypotheticalA

 

$ 1,000.00

$ 1,021.08

$ 3.76

Service Class 2

.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,085.90

$ 4.65

HypotheticalA

 

$ 1,000.00

$ 1,020.33

$ 4.51

Service Class 2R

.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,086.10

$ 4.66

HypotheticalA

 

$ 1,000.00

$ 1,020.33

$ 4.51

Investor Class

.73%

 

 

 

Actual

 

$ 1,000.00

$ 1,086.70

$ 3.78

HypotheticalA

 

$ 1,000.00

$ 1,021.17

$ 3.66

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report


Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Facebook, Inc. Class A

7.6

6.6

Gilead Sciences, Inc.

4.1

1.6

Keurig Green Mountain, Inc.

3.1

2.5

Harley-Davidson, Inc.

3.0

3.0

Google, Inc. Class A

2.4

4.3

Google, Inc. Class C

2.4

0.0

Apple, Inc.

2.2

2.5

Actavis PLC

2.0

1.1

The Blackstone Group LP

2.0

0.9

Danaher Corp.

1.9

1.5

 

30.7

Top Five Market Sectors as of June 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

28.5

29.1

Consumer Discretionary

15.4

19.6

Health Care

14.7

17.0

Industrials

10.7

7.8

Consumer Staples

8.9

9.3

Asset Allocation (% of fund's net assets)

As of June 30, 2014*

As of December 31, 2013**

vip1425877

Stocks 100.1%

 

vip1425877

Stocks 99.1%

 

vip1425880

Short-Term
Investments and
Net Other Assets
(Liabilities) (0.1)%

 

vip1425882

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.9%

 

* Foreign investments

11.2%

 

** Foreign investments

12.6%

 

vip1425884

Net Other Assets (Liabilities) are not included in the pie chart.

Semiannual Report


Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.8%

Shares

Value

CONSUMER DISCRETIONARY - 15.3%

Automobiles - 4.0%

Harley-Davidson, Inc.

2,056,952

$ 143,678,097

Tesla Motors, Inc. (a)(d)

201,627

48,402,578

 

192,080,675

Distributors - 0.2%

LKQ Corp. (a)

418,900

11,180,441

Diversified Consumer Services - 0.5%

Bright Horizons Family Solutions, Inc. (a)

234,900

10,086,606

H&R Block, Inc.

408,760

13,701,635

 

23,788,241

Hotels, Restaurants & Leisure - 3.5%

Chipotle Mexican Grill, Inc. (a)

33,394

19,786,279

Domino's Pizza, Inc.

39,700

2,901,673

Dunkin' Brands Group, Inc.

569,795

26,102,309

Las Vegas Sands Corp.

128,000

9,756,160

Starbucks Corp.

830,973

64,300,691

Yum! Brands, Inc.

560,384

45,503,181

 

168,350,293

Household Durables - 0.3%

Mohawk Industries, Inc. (a)

102,755

14,215,127

Internet & Catalog Retail - 1.0%

Amazon.com, Inc. (a)

71,542

23,235,411

TripAdvisor, Inc. (a)

230,453

25,041,023

 

48,276,434

Leisure Products - 0.1%

NJOY, Inc. (e)

243,618

4,123,503

Media - 0.8%

Comcast Corp. Class A (special) (non-vtg.)

691,919

36,900,040

Specialty Retail - 3.3%

CarMax, Inc. (a)

145,500

7,567,455

Five Below, Inc. (a)

165,200

6,593,132

Home Depot, Inc.

1,059,232

85,755,423

Ulta Salon, Cosmetics & Fragrance, Inc. (a)

337,844

30,882,320

Urban Outfitters, Inc. (a)

879,000

29,762,940

 

160,561,270

Textiles, Apparel & Luxury Goods - 1.6%

ECLAT Textile Co. Ltd.

1,342,740

16,271,550

Michael Kors Holdings Ltd. (a)

257,403

22,818,776

NIKE, Inc. Class B

528,676

40,998,824

 

80,089,150

TOTAL CONSUMER DISCRETIONARY

739,565,174

CONSUMER STAPLES - 8.9%

Beverages - 1.2%

Monster Beverage Corp. (a)

134,007

9,518,517

 

Shares

Value

SABMiller PLC

468,842

$ 27,184,506

The Coca-Cola Co.

537,438

22,765,874

 

59,468,897

Food & Staples Retailing - 0.9%

Costco Wholesale Corp.

209,400

24,114,504

Sprouts Farmers Market LLC

62,695

2,051,380

Whole Foods Market, Inc.

412,066

15,918,110

 

42,083,994

Food Products - 4.3%

Keurig Green Mountain, Inc.

1,173,537

146,234,446

Mead Johnson Nutrition Co. Class A

317,886

29,617,439

The Hershey Co.

293,344

28,562,905

 

204,414,790

Household Products - 1.6%

Procter & Gamble Co.

1,001,523

78,709,693

Personal Products - 0.9%

Estee Lauder Companies, Inc. Class A

98,700

7,329,462

Herbalife Ltd.

560,855

36,197,582

 

43,527,044

TOTAL CONSUMER STAPLES

428,204,418

ENERGY - 8.8%

Energy Equipment & Services - 3.4%

Dril-Quip, Inc. (a)

159,812

17,457,863

Halliburton Co.

1,118,200

79,403,382

Oceaneering International, Inc.

408,874

31,945,326

Pason Systems, Inc.

533,244

14,992,100

RigNet, Inc. (a)

410,594

22,098,169

 

165,896,840

Oil, Gas & Consumable Fuels - 5.4%

Cheniere Energy, Inc. (a)

417,500

29,934,750

Continental Resources, Inc. (a)(d)

266,305

42,086,842

EOG Resources, Inc.

287,400

33,585,564

EQT Midstream Partners LP

149,500

14,462,630

Golar LNG Ltd. (NASDAQ) (d)

630,617

37,900,082

Markwest Energy Partners LP

182,900

13,091,982

Noble Energy, Inc.

190,800

14,779,368

Phillips 66 Partners LP

395,982

29,920,400

Pioneer Natural Resources Co.

105,298

24,198,533

Targa Resources Corp.

142,287

19,858,997

 

259,819,148

TOTAL ENERGY

425,715,988

FINANCIALS - 7.8%

Banks - 1.0%

HDFC Bank Ltd. sponsored ADR

1,013,549

47,454,364

Capital Markets - 5.1%

BlackRock, Inc. Class A

91,606

29,277,278

E*TRADE Financial Corp. (a)

1,589,560

33,794,046

Fortress Investment Group LLC

635,700

4,729,608

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Capital Markets - continued

Harvest Capital Credit Corp. (d)

105,739

$ 1,568,109

Invesco Ltd.

1,316,093

49,682,511

KKR & Co. LP

604,500

14,707,485

Legg Mason, Inc.

385,742

19,792,422

The Blackstone Group LP

2,800,848

93,660,357

 

247,211,816

Consumer Finance - 0.7%

American Express Co.

273,293

25,927,307

Shriram Transport Finance Co. Ltd.

478,307

7,207,655

 

33,134,962

Diversified Financial Services - 0.8%

Berkshire Hathaway, Inc. Class B (a)

95,200

12,048,512

McGraw Hill Financial, Inc.

341,713

28,372,430

 

40,420,942

Real Estate Management & Development - 0.2%

Leopalace21 Corp. (a)

320,900

1,655,167

Realogy Holdings Corp. (a)

181,301

6,836,861

 

8,492,028

TOTAL FINANCIALS

376,714,112

HEALTH CARE - 14.7%

Biotechnology - 9.5%

Acceleron Pharma, Inc.

190,300

6,464,491

Actelion Ltd.

72,344

9,153,131

Alexion Pharmaceuticals, Inc. (a)

205,081

32,043,906

Biogen Idec, Inc. (a)

272,405

85,892,021

BioMarin Pharmaceutical, Inc. (a)

341,925

21,271,154

Cytokinetics, Inc. warrants 6/25/17 (a)

1,084,980

21,255

Enanta Pharmaceuticals, Inc. (a)(d)

402,880

17,352,042

Gilead Sciences, Inc. (a)

2,421,190

200,740,863

Insmed, Inc. (a)

1,164,602

23,268,748

Kamada (a)

185,418

1,320,176

Ophthotech Corp.

198,539

8,400,185

uniQure B.V.

131,324

1,784,693

Vanda Pharmaceuticals, Inc. (a)(d)

818,010

13,235,402

Vertex Pharmaceuticals, Inc. (a)

388,900

36,821,052

 

457,769,119

Health Care Equipment & Supplies - 0.5%

AxoGen, Inc. (a)

119,651

332,630

GI Dynamics, Inc. CDI (a)

704,680

385,397

The Cooper Companies, Inc.

176,500

23,921,045

 

24,639,072

Health Care Providers & Services - 0.4%

Apollo Hospitals Enterprise Ltd.

483,176

8,005,066

Qualicorp SA (a)

992,800

11,727,576

 

19,732,642

Health Care Technology - 0.2%

Cerner Corp. (a)

136,687

7,050,315

 

Shares

Value

Life Sciences Tools & Services - 0.8%

Illumina, Inc. (a)

223,898

$ 39,974,749

Pharmaceuticals - 3.3%

AbbVie, Inc.

580,147

32,743,497

Actavis PLC (a)

437,566

97,599,096

AVANIR Pharmaceuticals Class A (a)

1,018,400

5,743,776

Perrigo Co. PLC

157,577

22,968,424

 

159,054,793

TOTAL HEALTH CARE

708,220,690

INDUSTRIALS - 10.7%

Aerospace & Defense - 2.5%

TransDigm Group, Inc.

212,596

35,558,807

United Technologies Corp.

729,377

84,206,575

 

119,765,382

Airlines - 0.2%

Ryanair Holdings PLC sponsored ADR (a)

144,682

8,073,256

Building Products - 0.4%

A.O. Smith Corp.

400,918

19,877,514

Commercial Services & Supplies - 0.6%

KAR Auction Services, Inc.

827,935

26,386,288

Construction & Engineering - 0.5%

Jacobs Engineering Group, Inc. (a)

385,294

20,528,464

MasTec, Inc. (a)

76,200

2,348,484

 

22,876,948

Electrical Equipment - 0.6%

AMETEK, Inc.

338,300

17,686,324

Power Solutions International, Inc. (a)

131,843

9,488,741

 

27,175,065

Industrial Conglomerates - 2.4%

Danaher Corp.

1,171,226

92,210,623

Roper Industries, Inc.

170,117

24,838,783

 

117,049,406

Machinery - 2.4%

Allison Transmission Holdings, Inc.

616,500

19,173,150

Caterpillar, Inc.

338,303

36,763,387

Manitowoc Co., Inc.

1,461,205

48,015,196

Sarine Technologies Ltd.

2,211,000

4,557,118

Sun Hydraulics Corp.

58,700

2,383,220

Weg SA

482,170

6,173,609

 

117,065,680

Professional Services - 0.6%

Verisk Analytics, Inc. (a)

405,104

24,314,342

WageWorks, Inc. (a)

112,773

5,436,786

 

29,751,128

Road & Rail - 0.5%

J.B. Hunt Transport Services, Inc.

349,200

25,763,976

TOTAL INDUSTRIALS

513,784,643

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - 28.3%

Communications Equipment - 0.4%

QUALCOMM, Inc.

280,200

$ 22,191,840

Electronic Equipment & Components - 0.7%

TE Connectivity Ltd.

540,614

33,431,570

Internet Software & Services - 15.8%

Cornerstone OnDemand, Inc. (a)

257,965

11,871,549

CoStar Group, Inc. (a)

39,100

6,184,447

Cvent, Inc. (d)

594,275

17,287,460

Demandware, Inc. (a)

182,700

12,673,899

Facebook, Inc. Class A (a)

5,446,209

366,475,397

Google, Inc.:

Class A (a)

201,898

118,043,704

Class C (a)

201,898

116,147,881

Naver Corp.

45,797

37,787,050

SPS Commerce, Inc. (a)

249,629

15,774,057

Textura Corp. (d)

1,121,261

26,506,610

Xoom Corp. (a)

73,430

1,935,615

Yahoo!, Inc. (a)

962,588

33,815,716

 

764,503,385

IT Services - 2.2%

Gartner, Inc. Class A (a)

369,017

26,023,079

Visa, Inc. Class A

377,468

79,536,282

 

105,559,361

Semiconductors & Semiconductor Equipment - 0.3%

M/A-COM Technology Solutions, Inc. (a)

87,736

1,972,305

MediaTek, Inc.

685,000

11,580,049

 

13,552,354

Software - 6.4%

Activision Blizzard, Inc.

377,032

8,407,814

ANSYS, Inc. (a)

5,410

410,186

Computer Modelling Group Ltd.

553,300

15,358,930

Electronic Arts, Inc. (a)

1,213,321

43,521,824

Fleetmatics Group PLC (a)

165,050

5,337,717

Microsoft Corp.

2,097,200

87,453,240

salesforce.com, Inc. (a)

1,468,462

85,288,273

ServiceNow, Inc. (a)

109,600

6,790,816

SolarWinds, Inc. (a)

299,007

11,559,611

Solera Holdings, Inc.

78,200

5,251,130

SS&C Technologies Holdings, Inc. (a)

782,308

34,593,660

The Rubicon Project, Inc.

278,602

3,577,250

 

307,550,451

 

Shares

Value

Technology Hardware, Storage & Peripherals - 2.5%

Apple, Inc.

1,159,327

$ 107,736,258

Nimble Storage, Inc. (d)

407,900

12,530,688

 

120,266,946

TOTAL INFORMATION TECHNOLOGY

1,367,055,907

MATERIALS - 4.9%

Chemicals - 2.3%

FMC Corp.

367,005

26,127,086

Monsanto Co.

272,549

33,997,762

Sherwin-Williams Co.

179,260

37,090,687

Westlake Chemical Corp.

179,904

15,068,759

 

112,284,294

Construction Materials - 2.6%

CaesarStone Sdot-Yam Ltd.

50,648

2,485,804

Eagle Materials, Inc.

758,552

71,516,283

James Hardie Industries PLC sponsored ADR

210,300

13,747,311

Vulcan Materials Co.

593,846

37,857,683

 

125,607,081

TOTAL MATERIALS

237,891,375

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.1%

8x8, Inc. (a)

697,759

5,637,893

UTILITIES - 0.3%

Electric Utilities - 0.3%

ITC Holdings Corp.

401,937

14,662,662

TOTAL COMMON STOCKS

(Cost $3,375,450,656)


4,817,452,862

Convertible Preferred Stocks - 0.3%

 

 

 

 

CONSUMER DISCRETIONARY - 0.1%

Household Durables - 0.1%

Blu Homes, Inc. Series A, 5.00% (e)

1,049,416

4,848,302

INFORMATION TECHNOLOGY - 0.2%

Internet Software & Services - 0.2%

Uber Technologies, Inc. 8.00% (e)

159,060

9,870,023

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $14,718,325)


14,718,325

U.S. Treasury Obligations - 0.0%

 

Principal Amount

Value

U.S. Treasury Bills, yield at date of purchase 0.02% 7/31/14
(Cost $849,986)

$ 850,000

$ 849,984

Money Market Funds - 1.5%

Shares

 

Fidelity Cash Central Fund, 0.11% (b)

6,679,957

6,679,957

Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)

64,695,963

64,695,963

TOTAL MONEY MARKET FUNDS

(Cost $71,375,920)


71,375,920

TOTAL INVESTMENT PORTFOLIO - 101.6%

(Cost $3,462,394,887)

4,904,397,091

NET OTHER ASSETS (LIABILITIES) - (1.6)%

(77,256,827)

NET ASSETS - 100%

$ 4,827,140,264

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $18,841,827 or 0.4% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Blu Homes, Inc. Series A, 5.00%

6/21/13

$ 4,848,302

NJOY, Inc.

9/11/13

$ 1,968,433

Uber Technologies, Inc. 8.00%

6/6/14

$ 9,870,023

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

$ 49,544

Fidelity Securities Lending Cash Central Fund

217,837

Total

$ 267,381

Other Information

The following is a summary of the inputs used, as of June 30, 2014, 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:

Consumer Discretionary

$ 744,413,476

$ 735,441,671

$ -

$ 8,971,805

Consumer Staples

428,204,418

428,204,418

-

-

Energy

425,715,988

425,715,988

-

-

Financials

376,714,112

375,058,945

1,655,167

-

Health Care

708,220,690

708,199,435

21,255

-

Industrials

513,784,643

513,784,643

-

-

Information Technology

1,376,925,930

1,367,055,907

-

9,870,023

Materials

237,891,375

237,891,375

-

-

Telecommunication Services

5,637,893

5,637,893

-

-

Utilities

14,662,662

14,662,662

-

-

U.S. Government and Government Agency Obligations

849,984

-

849,984

-

Money Market Funds

71,375,920

71,375,920

-

-

Total Investments in Securities:

$ 4,904,397,091

$ 4,883,028,857

$ 2,526,406

$ 18,841,828

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

United States of America

88.8%

Ireland

3.1%

Bermuda

1.8%

India

1.4%

Others (Individually Less Than 1%)

4.9%

 

100.0%

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

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

  

June 30, 2014 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $63,532,662) - See accompanying schedule:

Unaffiliated issuers (cost $3,391,018,967)

$ 4,833,021,171

 

Fidelity Central Funds (cost $71,375,920)

71,375,920

 

Total Investments (cost $3,462,394,887)

 

$ 4,904,397,091

Cash

 

15,063

Receivable for investments sold

22,532,201

Receivable for fund shares sold

1,059,279

Dividends receivable

2,205,607

Distributions receivable from Fidelity Central Funds

34,246

Other receivables

190,579

Total assets

4,930,434,066

 

 

 

Liabilities

Payable for investments purchased

$ 32,129,465

Payable for fund shares redeemed

3,434,978

Accrued management fee

2,203,254

Distribution and service plan fees payable

214,911

Other affiliated payables

372,383

Other payables and accrued expenses

242,848

Collateral on securities loaned, at value

64,695,963

Total liabilities

103,293,802

 

 

 

Net Assets

$ 4,827,140,264

Net Assets consist of:

 

Paid in capital

$ 3,408,403,798

Undistributed net investment income

5,445,262

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(28,712,804)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

1,442,004,008

Net Assets

$ 4,827,140,264

Statement of Assets and Liabilities - continued

  

June 30, 2014 (Unaudited)

 

 

 

Initial Class:
Net Asset Value
, offering price and redemption price per share ($3,214,886,437 ÷ 51,748,969 shares)

$ 62.12

 

 

 

Service Class:
Net Asset Value
, offering price and redemption price per share ($519,265,440 ÷ 8,383,202 shares)

$ 61.94

 

 

 

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($835,040,966 ÷ 13,594,186 shares)

$ 61.43

 

 

 

Service Class 2R:
Net Asset Value
, offering price and redemption price per share ($11,018,116 ÷ 180,018 shares)

$ 61.21

 

 

 

Investor Class:
Net Asset Value
, offering price and redemption price per share ($246,929,305 ÷ 3,986,941 shares)

$ 61.93

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

 

  

  

Investment Income

  

  

Dividends

 

$ 23,022,608

Interest

 

27

Income from Fidelity Central Funds

 

267,381

Total income

 

23,290,016

 

 

 

Expenses

Management fee

$ 13,086,924

Transfer agent fees

1,649,014

Distribution and service plan fees

1,247,076

Accounting and security lending fees

548,164

Custodian fees and expenses

69,582

Independent trustees' compensation

9,878

Appreciation in deferred trustee compensation account

155

Audit

39,071

Legal

9,868

Interest

3,848

Miscellaneous

19,910

Total expenses before reductions

16,683,490

Expense reductions

(42,427)

16,641,063

Net investment income (loss)

6,648,953

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

383,977,223

Foreign currency transactions

(5,553)

Futures contracts

1,308,627

Total net realized gain (loss)

 

385,280,297

Change in net unrealized appreciation (depreciation) on:

Investment securities

3,685,084

Assets and liabilities in foreign currencies

2,933

Total change in net unrealized appreciation (depreciation)

 

3,688,017

Net gain (loss)

388,968,314

Net increase (decrease) in net assets resulting from operations

$ 395,617,267

Statement of Changes in Net Assets

  

Six months ended
June 30, 2014
(Unaudited)

Year ended
December 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 6,648,953

$ 9,367,117

Net realized gain (loss)

385,280,297

696,288,243

Change in net unrealized appreciation (depreciation)

3,688,017

576,499,103

Net increase (decrease) in net assets resulting from operations

395,617,267

1,282,154,463

Distributions to shareholders from net investment income

-

(9,763,755)

Distributions to shareholders from net realized gain

-

(2,850,414)

Total distributions

-

(12,614,169)

Share transactions - net increase (decrease)

(211,341,462)

(377,103,293)

Redemption fees

74,895

17,166

Total increase (decrease) in net assets

184,350,700

892,454,167

 

 

 

Net Assets

Beginning of period

4,642,789,564

3,750,335,397

End of period (including undistributed net investment income of $5,445,262 and distributions in excess of net investment income of $1,203,691, respectively)

$ 4,827,140,264

$ 4,642,789,564

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

Semiannual Report

Financial Highlights - Initial Class

 

Six months ended June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 57.14

$ 42.05

$ 36.89

$ 37.09

$ 30.04

$ 23.53

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .10

.14

.26

.14

.07

.10

Net realized and unrealized gain (loss)

  4.88

15.13

5.16

(.06)

7.18

6.55

Total from investment operations

  4.98

15.27

5.42

.08

7.25

6.65

Distributions from net investment income

  -

(.15)

(.26)

(.15) H

(.09)

(.12)

Distributions from net realized gain

  -

(.04)

-

(.12) H

(.11)

(.02)

Total distributions

  -

(.18) M

(.26)

(.28) L

(.20)

(.14) K

Redemption fees added to paid in capital E, J

  -

-

-

-

-

-

Net asset value, end of period

$ 62.12

$ 57.14

$ 42.05

$ 36.89

$ 37.09

$ 30.04

Total ReturnB, C, D

  8.72%

36.34%

14.69%

.20%

24.17%

28.29%

Ratios to Average Net Assets F, I

 

 

 

 

 

 

Expenses before reductions

  .65%A

.66%

.66%

.66%

.67%

.69%

Expenses net of fee waivers, if any

  .65%A

.65%

.66%

.66%

.66%

.69%

Expenses net of all reductions

  .64%A

.65%

.65%

.66%

.66%

.68%

Net investment income (loss)

  .34%A

.28%

.64%

.36%

.22%

.41%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,214,886

$ 3,179,928

$ 2,613,977

$ 2,583,122

$ 2,842,307

$ 2,618,954

Portfolio turnover rate G

  54%A

74%

68%

71%

75%

134%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share. KTotal distributions of $.14 per share is comprised of distributions from net investment income of $.118 and distributions from net realized gain of $.023 per share. LTotal distributions of $.28 per share is comprised of distributions from net investment income of $.152 and distributions from net realized gain of $.123 per share. MTotal distributions of $.18 per share is comprised of distributions from net investment income of $.147 and distributions from net realized gain of $.035 per share.

Financial Highlights - Service Class

 

Six months ended June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 57.00

$ 41.95

$ 36.81

$ 36.99

$ 29.96

$ 23.47

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .07

.09

.22

.10

.04

.08

Net realized and unrealized gain (loss)

  4.87

15.09

5.13

(.05)

7.16

6.52

Total from investment operations

  4.94

15.18

5.35

.05

7.20

6.60

Distributions from net investment income

  -

(.10)

(.21)

(.11) H

(.06)

(.09)

Distributions from net realized gain

  -

(.04)

-

(.12) H

(.11)

(.02)

Total distributions

  -

(.13) L

(.21)

(.23)

(.17)

(.11) K

Redemption fees added to paid in capital E, J

  -

-

-

-

-

-

Net asset value, end of period

$ 61.94

$ 57.00

$ 41.95

$ 36.81

$ 36.99

$ 29.96

Total ReturnB, C, D

  8.67%

36.20%

14.54%

.14%

24.06%

28.15%

Ratios to Average Net Assets F, I

 

 

 

 

 

 

Expenses before reductions

  .75%A

.76%

.76%

.77%

.77%

.79%

Expenses net of fee waivers, if any

  .75%A

.75%

.76%

.76%

.76%

.79%

Expenses net of all reductions

  .74%A

.75%

.75%

.76%

.76%

.78%

Net investment income (loss)

  .24%A

.18%

.54%

.26%

.12%

.31%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 519,265

$ 491,959

$ 395,589

$ 395,217

$ 453,063

$ 421,996

Portfolio turnover rateG

  54%A

74%

68%

71%

75%

134%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share. KTotal distributions of $.11 per share is comprised of distributions from net investment income of $.089 and distributions from net realized gain of $.023 per share. LTotal distributions of $.13 per share is comprised of distributions from net investment income of $.097 and distributions from net realized gain of $.035 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

 

Six months ended June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 56.57

$ 41.64

$ 36.53

$ 36.72

$ 29.75

$ 23.31

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .03

.01

.16

.04

(.01)

.04

Net realized and unrealized gain (loss)

  4.83

14.98

5.10

(.05)

7.10

6.48

Total from investment operations

  4.86

14.99

5.26

(.01)

7.09

6.52

Distributions from net investment income

  -

(.02)

(.15)

(.06) H

(.01)

(.05)

Distributions from net realized gain

  -

(.04)

-

(.12) H

(.11)

(.02)

Total distributions

  -

(.06)

(.15)

(.18)

(.12)

(.08) K

Redemption fees added to paid in capital E, J

  -

-

-

-

-

-

Net asset value, end of period

$ 61.43

$ 56.57

$ 41.64

$ 36.53

$ 36.72

$ 29.75

Total ReturnB, C, D

  8.59%

36.00%

14.40%

(.03)%

23.86%

27.97%

Ratios to Average Net Assets F, I

 

 

 

 

 

 

Expenses before reductions

  .90%A

.91%

.91%

.92%

.92%

.94%

Expenses net of fee waivers, if any

  .90%A

.90%

.91%

.91%

.91%

.94%

Expenses net of all reductions

  .89%A

.90%

.90%

.91%

.91%

.93%

Net investment income (loss)

  .09%A

.03%

.39%

.11%

(.03)%

.16%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 835,041

$ 739,551

$ 592,407

$ 590,556

$ 584,193

$ 528,819

Portfolio turnover rateG

  54%A

74%

68%

71%

75%

134%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share. KTotal distributions of $.08 per share is comprised of distributions from net investment income of $.052 and distributions from net realized gain of $.023 per share.

Financial Highlights - Service Class 2R

 

Six months ended June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 56.36

$ 41.55

$ 36.46

$ 36.64

$ 29.70

$ 23.26

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .02

.02

.16

.04

(.01)

.04

Net realized and unrealized gain (loss)

  4.83

14.92

5.09

(.05)

7.09

6.46

Total from investment operations

  4.85

14.94

5.25

(.01)

7.08

6.50

Distributions from net investment income

  -

(.10)

(.16)

(.05) H

(.03)

(.04)

Distributions from net realized gain

  -

(.04)

-

(.12) H

(.11)

(.02)

Total distributions

  -

(.13) L

(.16)

(.17)

(.14)

(.06) K

Redemption fees added to paid in capital E, J

  -

-

-

-

-

-

Net asset value, end of period

$ 61.21

$ 56.36

$ 41.55

$ 36.46

$ 36.64

$ 29.70

Total ReturnB, C, D

  8.61%

35.97%

14.41%

(.02)%

23.86%

27.98%

Ratios to Average Net Assets F, I

 

 

 

 

 

 

Expenses before reductions

  .90%A

.90%

.91%

.91%

.92%

.94%

Expenses net of fee waivers, if any

  .90%A

.90%

.91%

.91%

.91%

.94%

Expenses net of all reductions

  .90%A

.90%

.90%

.91%

.91%

.93%

Net investment income (loss)

  .09%A

.03%

.39%

.11%

(.03)%

.16%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 11,018

$ 17,284

$ 5,357

$ 5,202

$ 5,739

$ 4,084

Portfolio turnover rateG

  54%A

74%

68%

71%

75%

134%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share. KTotal distributions of $.06 per share is comprised of distributions from net investment income of $.041 and distributions from net realized gain of $.023 per share. LTotal distributions of $.13 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.035 per share.

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

Semiannual Report

Financial Highlights - Investor Class

 

Six months ended June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 56.99

$ 41.95

$ 36.81

$ 37.00

$ 29.97

$ 23.48

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .08

.10

.23

.10

.04

.08

Net realized and unrealized gain (loss)

  4.86

15.09

5.13

(.05)

7.17

6.52

Total from investment operations

  4.94

15.19

5.36

.05

7.21

6.60

Distributions from net investment income

  -

(.11)

(.22)

(.12) H

(.07)

(.09)

Distributions from net realized gain

  -

(.04)

-

(.12) H

(.11)

(.02)

Total distributions

  -

(.15)

(.22)

(.24)

(.18)

(.11) K

Redemption fees added to paid in capital E, J

  -

-

-

-

-

-

Net asset value, end of period

$ 61.93

$ 56.99

$ 41.95

$ 36.81

$ 37.00

$ 29.97

Total ReturnB, C, D

  8.67%

36.22%

14.58%

.14%

24.08%

28.14%

Ratios to Average Net Assets F, I

 

 

 

 

 

 

Expenses before reductions

  .73%A

.74%

.75%

.75%

.76%

.79%

Expenses net of fee waivers, if any

  .73%A

.73%

.75%

.75%

.75%

.79%

Expenses net of all reductions

  .73%A

.73%

.74%

.74%

.75%

.78%

Net investment income (loss)

  .26%A

.20%

.55%

.27%

.13%

.31%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 246,929

$ 214,067

$ 143,005

$ 126,551

$ 117,936

$ 95,531

Portfolio turnover rateG

  54%A

74%

68%

71%

75%

134%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share. KTotal distributions of $.11 per share is comprised of distributions from net investment income of $.089 and distributions from net realized gain of $.023 per share.

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

Semiannual Report


Notes to Financial Statements

For the period ended June 30, 2014 (Unaudited)

1. Organization.

VIP Growth Portfolio (the Fund) is a fund of Variable Insurance Products Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares, Service Class 2R shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class.

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when 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.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of June 30, 2014, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation

$ 1,466,569,635

Gross unrealized depreciation

(33,402,495)

Net unrealized appreciation (depreciation) on securities and other investments

$ 1,433,167,140

 

 

Tax cost

$ 3,471,229,951

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

Fiscal year of expiration

 

2017

$ (404,192,084)

Trading (Redemption) Fees. Service Class 2R shares held by investors less than 60 days may be subject to a redemption fee equal to 1% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

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

4. Derivative Instruments.

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

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

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

Equity Risk

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Derivative Instruments - continued

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

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

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end.

During the period the Fund recognized net realized gain (loss) of $1,308,627 related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,266,955,745 and $1,418,786,261, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .55% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate 12b-1 Plans for each Service Class of shares. Each Service Class pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, a service fee. For the period, the service fee is based on an annual rate of .10% of Service Class' average net assets and .25% of Service Class 2's and Service Class 2R's average net assets.

For the period, total fees, all of which were re-allowed to insurance companies for the distribution of shares and providing shareholder support services were as follows:

Service Class

$ 252,591

Service Class 2

975,666

Service Class 2R

18,819

 

$ 1,247,076

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class) pays a fee for transfer agent services, typesetting, printing and mailing of shareholder reports, excluding mailing of proxy statements and out of pocket expenses, equal to an annual rate of .07% (.15% for Investor Class) of average net assets.

For the period, transfer agent fees for each class, including out of pocket expenses, were as follows:

Initial Class

$ 1,051,920

Service Class

165,610

Service Class 2

256,282

Service Class 2R

4,858

Investor Class

170,344

 

$ 1,649,014

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $17,848 for the period.

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

Borrower or Lender

Average Loan
Balance

Weighted Average Interest Rate

Interest Expense

Borrower

$ 84,991,600

.33%

$ 3,848

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $4,291 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $1,051,980. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $217,837, including $40,491 from securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $42,427 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30, 2014

Year ended
December 31, 2013

From net investment income

 

 

Initial Class

$ -

$ 8,183,689

Service Class

-

834,735

Service Class 2

-

302,832

Service Class 2R

-

28,824

Investor Class

-

413,675

Total

$ -

$ 9,763,755

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Distributions to Shareholders - continued

From net realized gain

Six months ended
June 30, 2014

Year ended
December 31, 2013

Initial Class

$ -

$ 1,948,498

Service Class

-

301,193

Service Class 2

-

460,831

Service Class 2R

-

10,619

Investor Class

-

129,273

Total

$ -

$ 2,850,414

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
June 30,
2014

Year ended
December 31,
2013

Six months ended
June 30,
2014

Year ended
December 31,
2013

Initial Class

 

 

 

 

Shares sold

1,124,411

1,850,753

$ 66,658,675

$ 90,925,901

Reinvestment of distributions

-

184,188

-

10,132,187

Shares redeemed

(5,029,841)

(8,540,450)

(300,545,789)

(413,920,350)

Net increase (decrease)

(3,905,430)

(6,505,509)

$ (233,887,114)

$ (312,862,262)

Service Class

 

 

 

 

Shares sold

372,838

506,606

$ 22,172,215

$ 24,889,515

Reinvestment of distributions

-

20,698

-

1,135,928

Shares redeemed

(620,974)

(1,325,183)

(36,459,440)

(63,783,330)

Net increase (decrease)

(248,136)

(797,879)

$ (14,287,225)

$ (37,757,887)

Service Class 2

 

 

 

 

Shares sold

1,754,318

1,978,056

$ 103,087,075

$ 97,911,059

Reinvestment of distributions

-

14,022

-

763,663

Shares redeemed

(1,234,367)

(3,143,720)

(72,256,920)

(152,819,651)

Net increase (decrease)

519,951

(1,151,642)

$ 30,830,155

$ (54,144,929)

Service Class 2R

 

 

 

 

Shares sold

163,973

261,110

$ 9,675,280

$ 13,399,914

Reinvestment of distributions

-

727

-

39,443

Shares redeemed

(290,609)

(84,125)

(17,526,991)

(4,065,469)

Net increase (decrease)

(126,636)

177,712

$ (7,851,711)

$ 9,373,888

Investor Class

 

 

 

 

Shares sold

574,007

770,590

$ 33,971,174

$ 38,503,533

Reinvestment of distributions

-

9,897

-

542,948

Shares redeemed

(343,598)

(432,922)

(20,116,741)

(20,758,584)

Net increase (decrease)

230,409

347,565

$ 13,854,433

$ 18,287,897

12. Other.

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

At the end of the period, the investment adviser or its affiliates were the owners of record of 14% of the total outstanding shares of the Fund and one otherwise unaffiliated shareholder was the owner of record of 24% of the total outstanding shares of the Fund.

Semiannual Report


Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company
Quincy, MA

VIPGRWTR-SANN-0814
1.833448.108

Fidelity® Variable Insurance Products:
Growth Portfolio

Semiannual Report

June 30, 2014

(Fidelity Cover Art)


Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

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

Fidelity Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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. © 2014 FMR LLC. All rights reserved.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2014 to June 30, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Annualized
Expense Ratio
B

Beginning
Account Value
January 1, 2014

Ending
Account Value
June 30, 2014

Expenses Paid
During Period
*
January 1, 2014
to June 30, 2014

Initial Class

.65%

 

 

 

Actual

 

$ 1,000.00

$ 1,087.20

$ 3.36

HypotheticalA

 

$ 1,000.00

$ 1,021.57

$ 3.26

Service Class

.75%

 

 

 

Actual

 

$ 1,000.00

$ 1,086.70

$ 3.88

HypotheticalA

 

$ 1,000.00

$ 1,021.08

$ 3.76

Service Class 2

.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,085.90

$ 4.65

HypotheticalA

 

$ 1,000.00

$ 1,020.33

$ 4.51

Service Class 2R

.90%

 

 

 

Actual

 

$ 1,000.00

$ 1,086.10

$ 4.66

HypotheticalA

 

$ 1,000.00

$ 1,020.33

$ 4.51

Investor Class

.73%

 

 

 

Actual

 

$ 1,000.00

$ 1,086.70

$ 3.78

HypotheticalA

 

$ 1,000.00

$ 1,021.17

$ 3.66

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report


Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Facebook, Inc. Class A

7.6

6.6

Gilead Sciences, Inc.

4.1

1.6

Keurig Green Mountain, Inc.

3.1

2.5

Harley-Davidson, Inc.

3.0

3.0

Google, Inc. Class A

2.4

4.3

Google, Inc. Class C

2.4

0.0

Apple, Inc.

2.2

2.5

Actavis PLC

2.0

1.1

The Blackstone Group LP

2.0

0.9

Danaher Corp.

1.9

1.5

 

30.7

Top Five Market Sectors as of June 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

28.5

29.1

Consumer Discretionary

15.4

19.6

Health Care

14.7

17.0

Industrials

10.7

7.8

Consumer Staples

8.9

9.3

Asset Allocation (% of fund's net assets)

As of June 30, 2014*

As of December 31, 2013**

vip1425877

Stocks 100.1%

 

vip1425877

Stocks 99.1%

 

vip1425880

Short-Term
Investments and
Net Other Assets
(Liabilities) (0.1)%

 

vip1425882

Short-Term
Investments and
Net Other Assets
(Liabilities) 0.9%

 

* Foreign investments

11.2%

 

** Foreign investments

12.6%

 

vip1425895

Net Other Assets (Liabilities) are not included in the pie chart.

Semiannual Report


Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.8%

Shares

Value

CONSUMER DISCRETIONARY - 15.3%

Automobiles - 4.0%

Harley-Davidson, Inc.

2,056,952

$ 143,678,097

Tesla Motors, Inc. (a)(d)

201,627

48,402,578

 

192,080,675

Distributors - 0.2%

LKQ Corp. (a)

418,900

11,180,441

Diversified Consumer Services - 0.5%

Bright Horizons Family Solutions, Inc. (a)

234,900

10,086,606

H&R Block, Inc.

408,760

13,701,635

 

23,788,241

Hotels, Restaurants & Leisure - 3.5%

Chipotle Mexican Grill, Inc. (a)

33,394

19,786,279

Domino's Pizza, Inc.

39,700

2,901,673

Dunkin' Brands Group, Inc.

569,795

26,102,309

Las Vegas Sands Corp.

128,000

9,756,160

Starbucks Corp.

830,973

64,300,691

Yum! Brands, Inc.

560,384

45,503,181

 

168,350,293

Household Durables - 0.3%

Mohawk Industries, Inc. (a)

102,755

14,215,127

Internet & Catalog Retail - 1.0%

Amazon.com, Inc. (a)

71,542

23,235,411

TripAdvisor, Inc. (a)

230,453

25,041,023

 

48,276,434

Leisure Products - 0.1%

NJOY, Inc. (e)

243,618

4,123,503

Media - 0.8%

Comcast Corp. Class A (special) (non-vtg.)

691,919

36,900,040

Specialty Retail - 3.3%

CarMax, Inc. (a)

145,500

7,567,455

Five Below, Inc. (a)

165,200

6,593,132

Home Depot, Inc.

1,059,232

85,755,423

Ulta Salon, Cosmetics & Fragrance, Inc. (a)

337,844

30,882,320

Urban Outfitters, Inc. (a)

879,000

29,762,940

 

160,561,270

Textiles, Apparel & Luxury Goods - 1.6%

ECLAT Textile Co. Ltd.

1,342,740

16,271,550

Michael Kors Holdings Ltd. (a)

257,403

22,818,776

NIKE, Inc. Class B

528,676

40,998,824

 

80,089,150

TOTAL CONSUMER DISCRETIONARY

739,565,174

CONSUMER STAPLES - 8.9%

Beverages - 1.2%

Monster Beverage Corp. (a)

134,007

9,518,517

 

Shares

Value

SABMiller PLC

468,842

$ 27,184,506

The Coca-Cola Co.

537,438

22,765,874

 

59,468,897

Food & Staples Retailing - 0.9%

Costco Wholesale Corp.

209,400

24,114,504

Sprouts Farmers Market LLC

62,695

2,051,380

Whole Foods Market, Inc.

412,066

15,918,110

 

42,083,994

Food Products - 4.3%

Keurig Green Mountain, Inc.

1,173,537

146,234,446

Mead Johnson Nutrition Co. Class A

317,886

29,617,439

The Hershey Co.

293,344

28,562,905

 

204,414,790

Household Products - 1.6%

Procter & Gamble Co.

1,001,523

78,709,693

Personal Products - 0.9%

Estee Lauder Companies, Inc. Class A

98,700

7,329,462

Herbalife Ltd.

560,855

36,197,582

 

43,527,044

TOTAL CONSUMER STAPLES

428,204,418

ENERGY - 8.8%

Energy Equipment & Services - 3.4%

Dril-Quip, Inc. (a)

159,812

17,457,863

Halliburton Co.

1,118,200

79,403,382

Oceaneering International, Inc.

408,874

31,945,326

Pason Systems, Inc.

533,244

14,992,100

RigNet, Inc. (a)

410,594

22,098,169

 

165,896,840

Oil, Gas & Consumable Fuels - 5.4%

Cheniere Energy, Inc. (a)

417,500

29,934,750

Continental Resources, Inc. (a)(d)

266,305

42,086,842

EOG Resources, Inc.

287,400

33,585,564

EQT Midstream Partners LP

149,500

14,462,630

Golar LNG Ltd. (NASDAQ) (d)

630,617

37,900,082

Markwest Energy Partners LP

182,900

13,091,982

Noble Energy, Inc.

190,800

14,779,368

Phillips 66 Partners LP

395,982

29,920,400

Pioneer Natural Resources Co.

105,298

24,198,533

Targa Resources Corp.

142,287

19,858,997

 

259,819,148

TOTAL ENERGY

425,715,988

FINANCIALS - 7.8%

Banks - 1.0%

HDFC Bank Ltd. sponsored ADR

1,013,549

47,454,364

Capital Markets - 5.1%

BlackRock, Inc. Class A

91,606

29,277,278

E*TRADE Financial Corp. (a)

1,589,560

33,794,046

Fortress Investment Group LLC

635,700

4,729,608

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Capital Markets - continued

Harvest Capital Credit Corp. (d)

105,739

$ 1,568,109

Invesco Ltd.

1,316,093

49,682,511

KKR & Co. LP

604,500

14,707,485

Legg Mason, Inc.

385,742

19,792,422

The Blackstone Group LP

2,800,848

93,660,357

 

247,211,816

Consumer Finance - 0.7%

American Express Co.

273,293

25,927,307

Shriram Transport Finance Co. Ltd.

478,307

7,207,655

 

33,134,962

Diversified Financial Services - 0.8%

Berkshire Hathaway, Inc. Class B (a)

95,200

12,048,512

McGraw Hill Financial, Inc.

341,713

28,372,430

 

40,420,942

Real Estate Management & Development - 0.2%

Leopalace21 Corp. (a)

320,900

1,655,167

Realogy Holdings Corp. (a)

181,301

6,836,861

 

8,492,028

TOTAL FINANCIALS

376,714,112

HEALTH CARE - 14.7%

Biotechnology - 9.5%

Acceleron Pharma, Inc.

190,300

6,464,491

Actelion Ltd.

72,344

9,153,131

Alexion Pharmaceuticals, Inc. (a)

205,081

32,043,906

Biogen Idec, Inc. (a)

272,405

85,892,021

BioMarin Pharmaceutical, Inc. (a)

341,925

21,271,154

Cytokinetics, Inc. warrants 6/25/17 (a)

1,084,980

21,255

Enanta Pharmaceuticals, Inc. (a)(d)

402,880

17,352,042

Gilead Sciences, Inc. (a)

2,421,190

200,740,863

Insmed, Inc. (a)

1,164,602

23,268,748

Kamada (a)

185,418

1,320,176

Ophthotech Corp.

198,539

8,400,185

uniQure B.V.

131,324

1,784,693

Vanda Pharmaceuticals, Inc. (a)(d)

818,010

13,235,402

Vertex Pharmaceuticals, Inc. (a)

388,900

36,821,052

 

457,769,119

Health Care Equipment & Supplies - 0.5%

AxoGen, Inc. (a)

119,651

332,630

GI Dynamics, Inc. CDI (a)

704,680

385,397

The Cooper Companies, Inc.

176,500

23,921,045

 

24,639,072

Health Care Providers & Services - 0.4%

Apollo Hospitals Enterprise Ltd.

483,176

8,005,066

Qualicorp SA (a)

992,800

11,727,576

 

19,732,642

Health Care Technology - 0.2%

Cerner Corp. (a)

136,687

7,050,315

 

Shares

Value

Life Sciences Tools & Services - 0.8%

Illumina, Inc. (a)

223,898

$ 39,974,749

Pharmaceuticals - 3.3%

AbbVie, Inc.

580,147

32,743,497

Actavis PLC (a)

437,566

97,599,096

AVANIR Pharmaceuticals Class A (a)

1,018,400

5,743,776

Perrigo Co. PLC

157,577

22,968,424

 

159,054,793

TOTAL HEALTH CARE

708,220,690

INDUSTRIALS - 10.7%

Aerospace & Defense - 2.5%

TransDigm Group, Inc.

212,596

35,558,807

United Technologies Corp.

729,377

84,206,575

 

119,765,382

Airlines - 0.2%

Ryanair Holdings PLC sponsored ADR (a)

144,682

8,073,256

Building Products - 0.4%

A.O. Smith Corp.

400,918

19,877,514

Commercial Services & Supplies - 0.6%

KAR Auction Services, Inc.

827,935

26,386,288

Construction & Engineering - 0.5%

Jacobs Engineering Group, Inc. (a)

385,294

20,528,464

MasTec, Inc. (a)

76,200

2,348,484

 

22,876,948

Electrical Equipment - 0.6%

AMETEK, Inc.

338,300

17,686,324

Power Solutions International, Inc. (a)

131,843

9,488,741

 

27,175,065

Industrial Conglomerates - 2.4%

Danaher Corp.

1,171,226

92,210,623

Roper Industries, Inc.

170,117

24,838,783

 

117,049,406

Machinery - 2.4%

Allison Transmission Holdings, Inc.

616,500

19,173,150

Caterpillar, Inc.

338,303

36,763,387

Manitowoc Co., Inc.

1,461,205

48,015,196

Sarine Technologies Ltd.

2,211,000

4,557,118

Sun Hydraulics Corp.

58,700

2,383,220

Weg SA

482,170

6,173,609

 

117,065,680

Professional Services - 0.6%

Verisk Analytics, Inc. (a)

405,104

24,314,342

WageWorks, Inc. (a)

112,773

5,436,786

 

29,751,128

Road & Rail - 0.5%

J.B. Hunt Transport Services, Inc.

349,200

25,763,976

TOTAL INDUSTRIALS

513,784,643

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - 28.3%

Communications Equipment - 0.4%

QUALCOMM, Inc.

280,200

$ 22,191,840

Electronic Equipment & Components - 0.7%

TE Connectivity Ltd.

540,614

33,431,570

Internet Software & Services - 15.8%

Cornerstone OnDemand, Inc. (a)

257,965

11,871,549

CoStar Group, Inc. (a)

39,100

6,184,447

Cvent, Inc. (d)

594,275

17,287,460

Demandware, Inc. (a)

182,700

12,673,899

Facebook, Inc. Class A (a)

5,446,209

366,475,397

Google, Inc.:

Class A (a)

201,898

118,043,704

Class C (a)

201,898

116,147,881

Naver Corp.

45,797

37,787,050

SPS Commerce, Inc. (a)

249,629

15,774,057

Textura Corp. (d)

1,121,261

26,506,610

Xoom Corp. (a)

73,430

1,935,615

Yahoo!, Inc. (a)

962,588

33,815,716

 

764,503,385

IT Services - 2.2%

Gartner, Inc. Class A (a)

369,017

26,023,079

Visa, Inc. Class A

377,468

79,536,282

 

105,559,361

Semiconductors & Semiconductor Equipment - 0.3%

M/A-COM Technology Solutions, Inc. (a)

87,736

1,972,305

MediaTek, Inc.

685,000

11,580,049

 

13,552,354

Software - 6.4%

Activision Blizzard, Inc.

377,032

8,407,814

ANSYS, Inc. (a)

5,410

410,186

Computer Modelling Group Ltd.

553,300

15,358,930

Electronic Arts, Inc. (a)

1,213,321

43,521,824

Fleetmatics Group PLC (a)

165,050

5,337,717

Microsoft Corp.

2,097,200

87,453,240

salesforce.com, Inc. (a)

1,468,462

85,288,273

ServiceNow, Inc. (a)

109,600

6,790,816

SolarWinds, Inc. (a)

299,007

11,559,611

Solera Holdings, Inc.

78,200

5,251,130

SS&C Technologies Holdings, Inc. (a)

782,308

34,593,660

The Rubicon Project, Inc.

278,602

3,577,250

 

307,550,451

 

Shares

Value

Technology Hardware, Storage & Peripherals - 2.5%

Apple, Inc.

1,159,327

$ 107,736,258

Nimble Storage, Inc. (d)

407,900

12,530,688

 

120,266,946

TOTAL INFORMATION TECHNOLOGY

1,367,055,907

MATERIALS - 4.9%

Chemicals - 2.3%

FMC Corp.

367,005

26,127,086

Monsanto Co.

272,549

33,997,762

Sherwin-Williams Co.

179,260

37,090,687

Westlake Chemical Corp.

179,904

15,068,759

 

112,284,294

Construction Materials - 2.6%

CaesarStone Sdot-Yam Ltd.

50,648

2,485,804

Eagle Materials, Inc.

758,552

71,516,283

James Hardie Industries PLC sponsored ADR

210,300

13,747,311

Vulcan Materials Co.

593,846

37,857,683

 

125,607,081

TOTAL MATERIALS

237,891,375

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.1%

8x8, Inc. (a)

697,759

5,637,893

UTILITIES - 0.3%

Electric Utilities - 0.3%

ITC Holdings Corp.

401,937

14,662,662

TOTAL COMMON STOCKS

(Cost $3,375,450,656)


4,817,452,862

Convertible Preferred Stocks - 0.3%

 

 

 

 

CONSUMER DISCRETIONARY - 0.1%

Household Durables - 0.1%

Blu Homes, Inc. Series A, 5.00% (e)

1,049,416

4,848,302

INFORMATION TECHNOLOGY - 0.2%

Internet Software & Services - 0.2%

Uber Technologies, Inc. 8.00% (e)

159,060

9,870,023

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $14,718,325)


14,718,325

U.S. Treasury Obligations - 0.0%

 

Principal Amount

Value

U.S. Treasury Bills, yield at date of purchase 0.02% 7/31/14
(Cost $849,986)

$ 850,000

$ 849,984

Money Market Funds - 1.5%

Shares

 

Fidelity Cash Central Fund, 0.11% (b)

6,679,957

6,679,957

Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)

64,695,963

64,695,963

TOTAL MONEY MARKET FUNDS

(Cost $71,375,920)


71,375,920

TOTAL INVESTMENT PORTFOLIO - 101.6%

(Cost $3,462,394,887)

4,904,397,091

NET OTHER ASSETS (LIABILITIES) - (1.6)%

(77,256,827)

NET ASSETS - 100%

$ 4,827,140,264

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $18,841,827 or 0.4% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Blu Homes, Inc. Series A, 5.00%

6/21/13

$ 4,848,302

NJOY, Inc.

9/11/13

$ 1,968,433

Uber Technologies, Inc. 8.00%

6/6/14

$ 9,870,023

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

$ 49,544

Fidelity Securities Lending Cash Central Fund

217,837

Total

$ 267,381

Other Information

The following is a summary of the inputs used, as of June 30, 2014, 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:

Consumer Discretionary

$ 744,413,476

$ 735,441,671

$ -

$ 8,971,805

Consumer Staples

428,204,418

428,204,418

-

-

Energy

425,715,988

425,715,988

-

-

Financials

376,714,112

375,058,945

1,655,167

-

Health Care

708,220,690

708,199,435

21,255

-

Industrials

513,784,643

513,784,643

-

-

Information Technology

1,376,925,930

1,367,055,907

-

9,870,023

Materials

237,891,375

237,891,375

-

-

Telecommunication Services

5,637,893

5,637,893

-

-

Utilities

14,662,662

14,662,662

-

-

U.S. Government and Government Agency Obligations

849,984

-

849,984

-

Money Market Funds

71,375,920

71,375,920

-

-

Total Investments in Securities:

$ 4,904,397,091

$ 4,883,028,857

$ 2,526,406

$ 18,841,828

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

United States of America

88.8%

Ireland

3.1%

Bermuda

1.8%

India

1.4%

Others (Individually Less Than 1%)

4.9%

 

100.0%

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

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

  

June 30, 2014 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $63,532,662) - See accompanying schedule:

Unaffiliated issuers (cost $3,391,018,967)

$ 4,833,021,171

 

Fidelity Central Funds (cost $71,375,920)

71,375,920

 

Total Investments (cost $3,462,394,887)

 

$ 4,904,397,091

Cash

 

15,063

Receivable for investments sold

22,532,201

Receivable for fund shares sold

1,059,279

Dividends receivable

2,205,607

Distributions receivable from Fidelity Central Funds

34,246

Other receivables

190,579

Total assets

4,930,434,066

 

 

 

Liabilities

Payable for investments purchased

$ 32,129,465

Payable for fund shares redeemed

3,434,978

Accrued management fee

2,203,254

Distribution and service plan fees payable

214,911

Other affiliated payables

372,383

Other payables and accrued expenses

242,848

Collateral on securities loaned, at value

64,695,963

Total liabilities

103,293,802

 

 

 

Net Assets

$ 4,827,140,264

Net Assets consist of:

 

Paid in capital

$ 3,408,403,798

Undistributed net investment income

5,445,262

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(28,712,804)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

1,442,004,008

Net Assets

$ 4,827,140,264

Statement of Assets and Liabilities - continued

  

June 30, 2014 (Unaudited)

 

 

 

Initial Class:
Net Asset Value
, offering price and redemption price per share ($3,214,886,437 ÷ 51,748,969 shares)

$ 62.12

 

 

 

Service Class:
Net Asset Value
, offering price and redemption price per share ($519,265,440 ÷ 8,383,202 shares)

$ 61.94

 

 

 

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($835,040,966 ÷ 13,594,186 shares)

$ 61.43

 

 

 

Service Class 2R:
Net Asset Value
, offering price and redemption price per share ($11,018,116 ÷ 180,018 shares)

$ 61.21

 

 

 

Investor Class:
Net Asset Value
, offering price and redemption price per share ($246,929,305 ÷ 3,986,941 shares)

$ 61.93

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

 

  

  

Investment Income

  

  

Dividends

 

$ 23,022,608

Interest

 

27

Income from Fidelity Central Funds

 

267,381

Total income

 

23,290,016

 

 

 

Expenses

Management fee

$ 13,086,924

Transfer agent fees

1,649,014

Distribution and service plan fees

1,247,076

Accounting and security lending fees

548,164

Custodian fees and expenses

69,582

Independent trustees' compensation

9,878

Appreciation in deferred trustee compensation account

155

Audit

39,071

Legal

9,868

Interest

3,848

Miscellaneous

19,910

Total expenses before reductions

16,683,490

Expense reductions

(42,427)

16,641,063

Net investment income (loss)

6,648,953

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

383,977,223

Foreign currency transactions

(5,553)

Futures contracts

1,308,627

Total net realized gain (loss)

 

385,280,297

Change in net unrealized appreciation (depreciation) on:

Investment securities

3,685,084

Assets and liabilities in foreign currencies

2,933

Total change in net unrealized appreciation (depreciation)

 

3,688,017

Net gain (loss)

388,968,314

Net increase (decrease) in net assets resulting from operations

$ 395,617,267

Statement of Changes in Net Assets

  

Six months ended
June 30, 2014
(Unaudited)

Year ended
December 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 6,648,953

$ 9,367,117

Net realized gain (loss)

385,280,297

696,288,243

Change in net unrealized appreciation (depreciation)

3,688,017

576,499,103

Net increase (decrease) in net assets resulting from operations

395,617,267

1,282,154,463

Distributions to shareholders from net investment income

-

(9,763,755)

Distributions to shareholders from net realized gain

-

(2,850,414)

Total distributions

-

(12,614,169)

Share transactions - net increase (decrease)

(211,341,462)

(377,103,293)

Redemption fees

74,895

17,166

Total increase (decrease) in net assets

184,350,700

892,454,167

 

 

 

Net Assets

Beginning of period

4,642,789,564

3,750,335,397

End of period (including undistributed net investment income of $5,445,262 and distributions in excess of net investment income of $1,203,691, respectively)

$ 4,827,140,264

$ 4,642,789,564

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

Semiannual Report

Financial Highlights - Initial Class

 

Six months ended June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 57.14

$ 42.05

$ 36.89

$ 37.09

$ 30.04

$ 23.53

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .10

.14

.26

.14

.07

.10

Net realized and unrealized gain (loss)

  4.88

15.13

5.16

(.06)

7.18

6.55

Total from investment operations

  4.98

15.27

5.42

.08

7.25

6.65

Distributions from net investment income

  -

(.15)

(.26)

(.15) H

(.09)

(.12)

Distributions from net realized gain

  -

(.04)

-

(.12) H

(.11)

(.02)

Total distributions

  -

(.18) M

(.26)

(.28) L

(.20)

(.14) K

Redemption fees added to paid in capital E, J

  -

-

-

-

-

-

Net asset value, end of period

$ 62.12

$ 57.14

$ 42.05

$ 36.89

$ 37.09

$ 30.04

Total ReturnB, C, D

  8.72%

36.34%

14.69%

.20%

24.17%

28.29%

Ratios to Average Net Assets F, I

 

 

 

 

 

 

Expenses before reductions

  .65%A

.66%

.66%

.66%

.67%

.69%

Expenses net of fee waivers, if any

  .65%A

.65%

.66%

.66%

.66%

.69%

Expenses net of all reductions

  .64%A

.65%

.65%

.66%

.66%

.68%

Net investment income (loss)

  .34%A

.28%

.64%

.36%

.22%

.41%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,214,886

$ 3,179,928

$ 2,613,977

$ 2,583,122

$ 2,842,307

$ 2,618,954

Portfolio turnover rate G

  54%A

74%

68%

71%

75%

134%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share. KTotal distributions of $.14 per share is comprised of distributions from net investment income of $.118 and distributions from net realized gain of $.023 per share. LTotal distributions of $.28 per share is comprised of distributions from net investment income of $.152 and distributions from net realized gain of $.123 per share. MTotal distributions of $.18 per share is comprised of distributions from net investment income of $.147 and distributions from net realized gain of $.035 per share.

Financial Highlights - Service Class

 

Six months ended June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 57.00

$ 41.95

$ 36.81

$ 36.99

$ 29.96

$ 23.47

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .07

.09

.22

.10

.04

.08

Net realized and unrealized gain (loss)

  4.87

15.09

5.13

(.05)

7.16

6.52

Total from investment operations

  4.94

15.18

5.35

.05

7.20

6.60

Distributions from net investment income

  -

(.10)

(.21)

(.11) H

(.06)

(.09)

Distributions from net realized gain

  -

(.04)

-

(.12) H

(.11)

(.02)

Total distributions

  -

(.13) L

(.21)

(.23)

(.17)

(.11) K

Redemption fees added to paid in capital E, J

  -

-

-

-

-

-

Net asset value, end of period

$ 61.94

$ 57.00

$ 41.95

$ 36.81

$ 36.99

$ 29.96

Total ReturnB, C, D

  8.67%

36.20%

14.54%

.14%

24.06%

28.15%

Ratios to Average Net Assets F, I

 

 

 

 

 

 

Expenses before reductions

  .75%A

.76%

.76%

.77%

.77%

.79%

Expenses net of fee waivers, if any

  .75%A

.75%

.76%

.76%

.76%

.79%

Expenses net of all reductions

  .74%A

.75%

.75%

.76%

.76%

.78%

Net investment income (loss)

  .24%A

.18%

.54%

.26%

.12%

.31%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 519,265

$ 491,959

$ 395,589

$ 395,217

$ 453,063

$ 421,996

Portfolio turnover rateG

  54%A

74%

68%

71%

75%

134%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share. KTotal distributions of $.11 per share is comprised of distributions from net investment income of $.089 and distributions from net realized gain of $.023 per share. LTotal distributions of $.13 per share is comprised of distributions from net investment income of $.097 and distributions from net realized gain of $.035 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

 

Six months ended June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 56.57

$ 41.64

$ 36.53

$ 36.72

$ 29.75

$ 23.31

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .03

.01

.16

.04

(.01)

.04

Net realized and unrealized gain (loss)

  4.83

14.98

5.10

(.05)

7.10

6.48

Total from investment operations

  4.86

14.99

5.26

(.01)

7.09

6.52

Distributions from net investment income

  -

(.02)

(.15)

(.06) H

(.01)

(.05)

Distributions from net realized gain

  -

(.04)

-

(.12) H

(.11)

(.02)

Total distributions

  -

(.06)

(.15)

(.18)

(.12)

(.08) K

Redemption fees added to paid in capital E, J

  -

-

-

-

-

-

Net asset value, end of period

$ 61.43

$ 56.57

$ 41.64

$ 36.53

$ 36.72

$ 29.75

Total ReturnB, C, D

  8.59%

36.00%

14.40%

(.03)%

23.86%

27.97%

Ratios to Average Net Assets F, I

 

 

 

 

 

 

Expenses before reductions

  .90%A

.91%

.91%

.92%

.92%

.94%

Expenses net of fee waivers, if any

  .90%A

.90%

.91%

.91%

.91%

.94%

Expenses net of all reductions

  .89%A

.90%

.90%

.91%

.91%

.93%

Net investment income (loss)

  .09%A

.03%

.39%

.11%

(.03)%

.16%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 835,041

$ 739,551

$ 592,407

$ 590,556

$ 584,193

$ 528,819

Portfolio turnover rateG

  54%A

74%

68%

71%

75%

134%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share. KTotal distributions of $.08 per share is comprised of distributions from net investment income of $.052 and distributions from net realized gain of $.023 per share.

Financial Highlights - Service Class 2R

 

Six months ended June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 56.36

$ 41.55

$ 36.46

$ 36.64

$ 29.70

$ 23.26

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .02

.02

.16

.04

(.01)

.04

Net realized and unrealized gain (loss)

  4.83

14.92

5.09

(.05)

7.09

6.46

Total from investment operations

  4.85

14.94

5.25

(.01)

7.08

6.50

Distributions from net investment income

  -

(.10)

(.16)

(.05) H

(.03)

(.04)

Distributions from net realized gain

  -

(.04)

-

(.12) H

(.11)

(.02)

Total distributions

  -

(.13) L

(.16)

(.17)

(.14)

(.06) K

Redemption fees added to paid in capital E, J

  -

-

-

-

-

-

Net asset value, end of period

$ 61.21

$ 56.36

$ 41.55

$ 36.46

$ 36.64

$ 29.70

Total ReturnB, C, D

  8.61%

35.97%

14.41%

(.02)%

23.86%

27.98%

Ratios to Average Net Assets F, I

 

 

 

 

 

 

Expenses before reductions

  .90%A

.90%

.91%

.91%

.92%

.94%

Expenses net of fee waivers, if any

  .90%A

.90%

.91%

.91%

.91%

.94%

Expenses net of all reductions

  .90%A

.90%

.90%

.91%

.91%

.93%

Net investment income (loss)

  .09%A

.03%

.39%

.11%

(.03)%

.16%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 11,018

$ 17,284

$ 5,357

$ 5,202

$ 5,739

$ 4,084

Portfolio turnover rateG

  54%A

74%

68%

71%

75%

134%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share. KTotal distributions of $.06 per share is comprised of distributions from net investment income of $.041 and distributions from net realized gain of $.023 per share. LTotal distributions of $.13 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.035 per share.

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

Semiannual Report

Financial Highlights - Investor Class

 

Six months ended June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 56.99

$ 41.95

$ 36.81

$ 37.00

$ 29.97

$ 23.48

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .08

.10

.23

.10

.04

.08

Net realized and unrealized gain (loss)

  4.86

15.09

5.13

(.05)

7.17

6.52

Total from investment operations

  4.94

15.19

5.36

.05

7.21

6.60

Distributions from net investment income

  -

(.11)

(.22)

(.12) H

(.07)

(.09)

Distributions from net realized gain

  -

(.04)

-

(.12) H

(.11)

(.02)

Total distributions

  -

(.15)

(.22)

(.24)

(.18)

(.11) K

Redemption fees added to paid in capital E, J

  -

-

-

-

-

-

Net asset value, end of period

$ 61.93

$ 56.99

$ 41.95

$ 36.81

$ 37.00

$ 29.97

Total ReturnB, C, D

  8.67%

36.22%

14.58%

.14%

24.08%

28.14%

Ratios to Average Net Assets F, I

 

 

 

 

 

 

Expenses before reductions

  .73%A

.74%

.75%

.75%

.76%

.79%

Expenses net of fee waivers, if any

  .73%A

.73%

.75%

.75%

.75%

.79%

Expenses net of all reductions

  .73%A

.73%

.74%

.74%

.75%

.78%

Net investment income (loss)

  .26%A

.20%

.55%

.27%

.13%

.31%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 246,929

$ 214,067

$ 143,005

$ 126,551

$ 117,936

$ 95,531

Portfolio turnover rateG

  54%A

74%

68%

71%

75%

134%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HThe amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. IExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. JAmount represents less than $.01 per share. KTotal distributions of $.11 per share is comprised of distributions from net investment income of $.089 and distributions from net realized gain of $.023 per share.

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

Semiannual Report


Notes to Financial Statements

For the period ended June 30, 2014 (Unaudited)

1. Organization.

VIP Growth Portfolio (the Fund) is a fund of Variable Insurance Products Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares, Service Class 2R shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class.

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when 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.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of June 30, 2014, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Gross unrealized appreciation

$ 1,466,569,635

Gross unrealized depreciation

(33,402,495)

Net unrealized appreciation (depreciation) on securities and other investments

$ 1,433,167,140

 

 

Tax cost

$ 3,471,229,951

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

Fiscal year of expiration

 

2017

$ (404,192,084)

Trading (Redemption) Fees. Service Class 2R shares held by investors less than 60 days may be subject to a redemption fee equal to 1% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

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

4. Derivative Instruments.

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

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

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

Equity Risk

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Derivative Instruments - continued

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

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

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end.

During the period the Fund recognized net realized gain (loss) of $1,308,627 related to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,266,955,745 and $1,418,786,261, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .55% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate 12b-1 Plans for each Service Class of shares. Each Service Class pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, a service fee. For the period, the service fee is based on an annual rate of .10% of Service Class' average net assets and .25% of Service Class 2's and Service Class 2R's average net assets.

For the period, total fees, all of which were re-allowed to insurance companies for the distribution of shares and providing shareholder support services were as follows:

Service Class

$ 252,591

Service Class 2

975,666

Service Class 2R

18,819

 

$ 1,247,076

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class) pays a fee for transfer agent services, typesetting, printing and mailing of shareholder reports, excluding mailing of proxy statements and out of pocket expenses, equal to an annual rate of .07% (.15% for Investor Class) of average net assets.

For the period, transfer agent fees for each class, including out of pocket expenses, were as follows:

Initial Class

$ 1,051,920

Service Class

165,610

Service Class 2

256,282

Service Class 2R

4,858

Investor Class

170,344

 

$ 1,649,014

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $17,848 for the period.

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

Borrower or Lender

Average Loan
Balance

Weighted Average Interest Rate

Interest Expense

Borrower

$ 84,991,600

.33%

$ 3,848

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $4,291 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $1,051,980. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $217,837, including $40,491 from securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $42,427 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30, 2014

Year ended
December 31, 2013

From net investment income

 

 

Initial Class

$ -

$ 8,183,689

Service Class

-

834,735

Service Class 2

-

302,832

Service Class 2R

-

28,824

Investor Class

-

413,675

Total

$ -

$ 9,763,755

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Distributions to Shareholders - continued

From net realized gain

Six months ended
June 30, 2014

Year ended
December 31, 2013

Initial Class

$ -

$ 1,948,498

Service Class

-

301,193

Service Class 2

-

460,831

Service Class 2R

-

10,619

Investor Class

-

129,273

Total

$ -

$ 2,850,414

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
June 30,
2014

Year ended
December 31,
2013

Six months ended
June 30,
2014

Year ended
December 31,
2013

Initial Class

 

 

 

 

Shares sold

1,124,411

1,850,753

$ 66,658,675

$ 90,925,901

Reinvestment of distributions

-

184,188

-

10,132,187

Shares redeemed

(5,029,841)

(8,540,450)

(300,545,789)

(413,920,350)

Net increase (decrease)

(3,905,430)

(6,505,509)

$ (233,887,114)

$ (312,862,262)

Service Class

 

 

 

 

Shares sold

372,838

506,606

$ 22,172,215

$ 24,889,515

Reinvestment of distributions

-

20,698

-

1,135,928

Shares redeemed

(620,974)

(1,325,183)

(36,459,440)

(63,783,330)

Net increase (decrease)

(248,136)

(797,879)

$ (14,287,225)

$ (37,757,887)

Service Class 2

 

 

 

 

Shares sold

1,754,318

1,978,056

$ 103,087,075

$ 97,911,059

Reinvestment of distributions

-

14,022

-

763,663

Shares redeemed

(1,234,367)

(3,143,720)

(72,256,920)

(152,819,651)

Net increase (decrease)

519,951

(1,151,642)

$ 30,830,155

$ (54,144,929)

Service Class 2R

 

 

 

 

Shares sold

163,973

261,110

$ 9,675,280

$ 13,399,914

Reinvestment of distributions

-

727

-

39,443

Shares redeemed

(290,609)

(84,125)

(17,526,991)

(4,065,469)

Net increase (decrease)

(126,636)

177,712

$ (7,851,711)

$ 9,373,888

Investor Class

 

 

 

 

Shares sold

574,007

770,590

$ 33,971,174

$ 38,503,533

Reinvestment of distributions

-

9,897

-

542,948

Shares redeemed

(343,598)

(432,922)

(20,116,741)

(20,758,584)

Net increase (decrease)

230,409

347,565

$ 13,854,433

$ 18,287,897

12. Other.

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

At the end of the period, the investment adviser or its affiliates were the owners of record of 14% of the total outstanding shares of the Fund and one otherwise unaffiliated shareholder was the owner of record of 24% of the total outstanding shares of the Fund.

Semiannual Report


Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company
Quincy, MA

VIPGRWT-SANN-0814
1.705692.116

Fidelity® Variable Insurance Products:

High Income Portfolio

Semiannual Report

June 30, 2014

(Fidelity Cover Art)


Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

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

Fidelity Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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. © 2014 FMR LLC. All rights reserved.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2014 to June 30, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Annualized
Expense Ratio
B

Beginning
Account Value
January 1, 2014

Ending
Account Value
June 30, 2014

Expenses Paid
During Period
*
January 1, 2014
to June 30, 2014

Initial Class

.68%

 

 

 

Actual

 

$ 1,000.00

$ 1,050.00

$ 3.46

HypotheticalA

 

$ 1,000.00

$ 1,021.42

$ 3.41

Service Class

.78%

 

 

 

Actual

 

$ 1,000.00

$ 1,048.50

$ 3.96

HypotheticalA

 

$ 1,000.00

$ 1,020.93

$ 3.91

Service Class 2

.93%

 

 

 

Actual

 

$ 1,000.00

$ 1,047.90

$ 4.72

HypotheticalA

 

$ 1,000.00

$ 1,020.18

$ 4.66

Initial Class R

.68%

 

 

 

Actual

 

$ 1,000.00

$ 1,048.40

$ 3.45

HypotheticalA

 

$ 1,000.00

$ 1,021.42

$ 3.41

Service Class R

.78%

 

 

 

Actual

 

$ 1,000.00

$ 1,047.00

$ 3.96

HypotheticalA

 

$ 1,000.00

$ 1,020.93

$ 3.91

Service Class 2R

.93%

 

 

 

Actual

 

$ 1,000.00

$ 1,046.10

$ 4.72

HypotheticalA

 

$ 1,000.00

$ 1,020.18

$ 4.66

Investor Class

.71%

 

 

 

Actual

 

$ 1,000.00

$ 1,048.40

$ 3.61

HypotheticalA

 

$ 1,000.00

$ 1,021.27

$ 3.56

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report


Investment Changes (Unaudited)

Top Five Holdings as of June 30, 2014

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Alcatel-Lucent U.S.A., Inc.

2.3

1.2

Clear Channel Communications, Inc.

2.0

0.6

Icahn Enterprises LP/Icahn Enterprises Finance Corp.

1.7

1.5

SLM Corp.

1.7

1.0

APX Group, Inc.

1.6

1.2

 

9.3

Top Five Market Sectors as of June 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Energy

11.7

12.9

Telecommunications

9.2

7.3

Diversified Financial Services

7.7

6.0

Technology

7.4

9.0

Healthcare

6.4

4.8

Quality Diversification (% of fund's net assets)

As of June 30, 2014

As of December 31, 2013

vip1425877

BBB 1.0%

 

vip1425877

BBB 1.1%

 

vip1425904

BB 34.1%

 

vip1425904

BB 35.8%

 

vip1425907

B 43.0%

 

vip1425907

B 43.2%

 

vip1425910

CCC,CC,C 17.0%

 

vip1425910

CCC,CC,C 14.7%

 

vip1425913

Not Rated 1.4%

 

vip1425913

Not Rated 0.6%

 

vip1425916

Equities 0.4%

 

vip1425916

Equities 0.0%

 

vip1425882

Short-Term
Investments and
Net Other Assets 3.1%

 

vip1425882

Short-Term
Investments and
Net Other Assets 4.6%

 

vip1425921

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

Asset Allocation (% of fund's net assets)

As of June 30, 2014 *

As of December 31, 2013 **

vip1425877

Nonconvertible
Bonds 84.3%

 

vip1425877

Nonconvertible
Bonds 89.3%

 

vip1425907

Convertible Bonds,
Preferred Stocks 0.4%

 

vip1425926

Convertible Bonds,
Preferred Stocks 0.0%

 

vip1425910

Bank Loan
Obligations 11.0%

 

vip1425910

Bank Loan
Obligations 5.8%

 

vip1425930

Other Investments 1.2%

 

vip1425930

Other Investments 0.3%

 

vip1425916

Common Stocks 0.0%

 

vip1425916

Common Stocks 0.0%

 

vip1425882

Short-Term
Investments and
Net Other Assets
(Liabilities) 3.1%

 

vip1425882

Short-Term
Investments and
Net Other Assets
(Liabilities) 4.6%

 

* Foreign investments

22.0%

 

** Foreign investments

20.8%

 

vip1425937

Amount represents less than 0.1%

Semiannual Report


Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 84.3%

 

Principal
Amount

Value

Aerospace - 0.9%

TransDigm, Inc.:

5.5% 10/15/20

$ 7,785,000

$ 7,912,674

6% 7/15/22 (d)

1,545,000

1,587,488

6.5% 7/15/24 (d)

1,520,000

1,582,700

Triumph Group, Inc.:

4.875% 4/1/21

2,210,000

2,204,475

5.25% 6/1/22 (d)

655,000

656,638

 

13,943,975

Air Transportation - 3.2%

Air Canada:

6.625% 5/15/18 (d)

4,995,000

5,170,824

7.75% 4/15/21 (d)

4,185,000

4,446,563

Allegiant Travel Co. 5.5% 7/15/19

495,000

503,044

American Airlines, Inc. pass-thru certificates Series 2013-1B Class B, 5.625% 1/15/21 (d)

480,502

497,319

Continental Airlines, Inc.:

pass-thru trust certificates 9.798% 4/1/21

2,687,460

3,090,578

5.5% 4/29/22

2,867,570

2,996,611

6.125% 4/29/18 (d)

520,000

556,400

9.25% 5/10/17

592,300

666,337

Delta Air Lines, Inc. pass-thru trust certificates:

6.375% 7/2/17 (d)

1,985,000

2,123,950

6.75% 5/23/17

1,985,000

2,123,950

8.021% 8/10/22

1,462,738

1,711,403

8.954% 8/10/14

1,144,613

1,153,197

Northwest Airlines, Inc. pass-thru trust certificates 8.028% 11/1/17

536,518

606,909

U.S. Airways Group, Inc. 6.125% 6/1/18

3,130,000

3,306,063

U.S. Airways pass-thru certificates:

Series 2012-2C, 5.45% 6/3/18

3,565,000

3,680,863

Series 2013-1 Class B, 5.375% 5/15/23

710,000

734,850

United Air Lines, Inc. pass-thru trust certificates:

Class B, 7.336% 7/2/19

2,348,273

2,583,101

9.75% 1/15/17

1,469,384

1,682,444

12% 1/15/16 (d)

392,683

444,714

United Continental Holdings, Inc.:

6% 12/1/20

4,505,000

4,707,725

6% 7/15/26

4,610,000

4,494,750

6% 7/15/28

3,050,000

2,935,625

6.375% 6/1/18

300,000

324,000

 

50,541,220

Automotive - 2.2%

American Axle & Manufacturing, Inc.:

5.125% 2/15/19

575,000

603,750

6.25% 3/15/21

6,980,000

7,503,500

 

 

Principal
Amount

Value

Chrysler Group LLC/CG Co-Issuer, Inc. 8% 6/15/19

$ 8,460,000

$ 9,189,675

Dana Holding Corp.:

6% 9/15/23

1,085,000

1,150,100

6.75% 2/15/21

1,710,000

1,844,663

General Motors Co. 3.5% 10/2/18 (d)

2,455,000

2,510,238

General Motors Financial Co., Inc.:

3.25% 5/15/18

2,670,000

2,710,050

4.75% 8/15/17

2,270,000

2,414,713

Schaeffler Finance BV 4.25% 5/15/21 (d)

2,350,000

2,354,113

Schaeffler Holding Finance BV 6.875% 8/15/18 pay-in-kind (d)(g)

4,625,000

4,873,594

 

35,154,396

Banks & Thrifts - 0.9%

Ally Financial, Inc. 4.75% 9/10/18

2,050,000

2,175,563

GMAC LLC 8% 12/31/18

2,465,000

2,927,188

Ocwen Financial Corp. 6.625% 5/15/19 (d)

3,325,000

3,433,063

Royal Bank of Scotland Group PLC:

5.125% 5/28/24

3,865,000

3,922,337

6% 12/19/23

385,000

416,046

Synovus Financial Corp.:

5.125% 6/15/17

395,000

411,788

7.875% 2/15/19

628,000

719,060

 

14,005,045

Broadcasting - 1.7%

Clear Channel Communications, Inc.:

5.5% 12/15/16

14,830,000

14,607,550

9% 12/15/19

2,255,000

2,404,394

10% 1/15/18 (d)

5,510,000

5,324,038

Starz LLC/Starz Finance Corp. 5% 9/15/19

4,990,000

5,195,838

 

27,531,820

Building Materials - 2.0%

Building Materials Corp. of America:

6.75% 5/1/21 (d)

3,680,000

3,965,200

6.875% 8/15/18 (d)

4,490,000

4,656,130

Building Materials Holding Corp. 9% 9/15/18 (d)

4,410,000

4,751,775

CEMEX Finance LLC 6% 4/1/24 (d)

2,170,000

2,259,513

CEMEX S.A.B. de CV 6.5% 12/10/19 (d)

1,365,000

1,462,256

HD Supply, Inc. 7.5% 7/15/20

7,655,000

8,363,088

Headwaters, Inc.:

7.25% 1/15/19 (d)

905,000

957,038

7.625% 4/1/19

2,525,000

2,695,438

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Building Materials - continued

Masco Corp. 5.95% 3/15/22

$ 1,815,000

$ 2,005,575

U.S. Concrete, Inc. 8.5% 12/1/18 (d)

1,160,000

1,255,700

 

32,371,713

Cable TV - 2.4%

Altice S.A. 7.75% 5/15/22 (d)

4,515,000

4,819,763

Cablevision Systems Corp. 7.75% 4/15/18

740,000

836,200

Cequel Communications Escrow I LLC/Cequel Communications Escrow Capital Corp. 6.375% 9/15/20 (d)

3,395,000

3,607,188

Cequel Communications Holdings I LLC/Cequel Capital Corp. 5.125% 12/15/21 (d)

4,290,000

4,273,913

Cogeco Cable, Inc. 4.875% 5/1/20 (d)

710,000

718,875

DISH DBS Corp. 4.25% 4/1/18

1,705,000

1,773,200

Harron Communications LP/Harron Finance Corp. 9.125% 4/1/20 (d)

1,095,000

1,220,925

Numericable Group SA:

4.875% 5/15/19 (d)

2,630,000

2,699,038

6% 5/15/22 (d)

4,540,000

4,721,600

6.25% 5/15/24 (d)

895,000

934,156

RCN Telecom Services LLC/RCN Capital Corp. 8.5% 8/15/20 (d)

2,615,000

2,798,050

Wave Holdco LLC / Wave Holdco Corp. 8.25% 7/15/19 pay-in-kind (d)(g)

375,000

384,844

WaveDivision Escrow LLC/WaveDivision Escrow Corp. 8.125% 9/1/20 (d)

7,920,000

8,553,600

 

37,341,352

Capital Goods - 0.3%

Belden, Inc. 5.25% 7/15/24 (d)

400,000

403,000

J.B. Poindexter & Co., Inc. 9% 4/1/22 (d)

3,830,000

4,260,875

 

4,663,875

Chemicals - 2.2%

Kinove German Bondco GmbH 9.625% 6/15/18 (d)

4,374,000

4,712,985

LSB Industries, Inc. 7.75% 8/1/19

1,785,000

1,909,950

Nufarm Australia Ltd. 6.375% 10/15/19 (d)

3,140,000

3,285,225

Rockwood Specialties Group, Inc. 4.625% 10/15/20

2,850,000

2,956,875

Trinseo Materials Operating SCA/Trinseo Materials Finance, Inc. 8.75% 2/1/19

14,895,000

16,049,363

Tronox Finance LLC 6.375% 8/15/20

4,935,000

5,095,388

 

34,009,786

 

 

Principal
Amount

Value

Consumer Products - 0.3%

First Quality Finance Co., Inc. 4.625% 5/15/21 (d)

$ 5,415,000

$ 5,117,175

Containers - 3.1%

ARD Finance SA 11.125% 6/1/18 pay-in-kind (d)(g)

3,230,212

3,419,179

Ardagh Finance Holdings SA 8.625% 6/15/19 pay-in-kind (d)

1,080,000

1,108,519

Ardagh Packaging Finance PLC/Ardagh MP Holdings U.S.A., Inc.:

3.2132% 12/15/19 (d)(f)(g)

3,830,000

3,820,425

6% 6/30/21 (d)(f)

655,000

655,393

6.25% 1/31/19 (d)

910,000

932,750

6.75% 1/31/21 (d)

1,055,000

1,089,288

7% 11/15/20 (d)

874,412

905,016

Beverage Packaging Holdings II SA (Luxembourg) 6% 6/15/17 (d)

2,525,000

2,588,125

BOE Intermediate Holding Corp. 9.75% 11/1/17 pay-in-kind (d)(g)

2,242,276

2,315,150

Crown Americas LLC/Crown Americas Capital Corp. IV 4.5% 1/15/23

8,240,000

8,025,760

Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA:

5.75% 10/15/20

10,330,000

10,898,150

8.5% 5/15/18 (c)

6,290,000

6,580,913

9.875% 8/15/19

5,310,000

5,880,825

 

48,219,493

Diversified Financial Services - 6.9%

AerCap Ireland Capital Ltd. / AerCap Global Aviation Trust:

3.75% 5/15/19 (d)

3,220,000

3,244,150

4.5% 5/15/21 (d)

3,105,000

3,159,338

Aircastle Ltd.:

4.625% 12/15/18

1,245,000

1,282,350

5.125% 3/15/21

2,800,000

2,898,000

6.25% 12/1/19

1,740,000

1,905,300

6.75% 4/15/17

1,735,000

1,925,850

CIT Group, Inc.:

3.875% 2/19/19

2,525,000

2,532,323

5.25% 3/15/18

1,790,000

1,922,013

5.5% 2/15/19 (d)

2,850,000

3,088,688

CNH Industrial Capital LLC 3.375% 7/15/19 (d)

4,005,000

3,974,963

Cogent Communications Finance, Inc. 5.625% 4/15/21 (d)

1,125,000

1,116,563

FLY Leasing Ltd. 6.75% 12/15/20

4,590,000

4,888,350

Icahn Enterprises LP/Icahn Enterprises Finance Corp.:

3.5% 3/15/17

685,000

692,706

4.875% 3/15/19

7,080,000

7,292,400

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Diversified Financial Services - continued

Icahn Enterprises LP/Icahn Enterprises Finance Corp.: - continued

5.875% 2/1/22

$ 9,400,000

$ 9,846,500

6% 8/1/20

8,415,000

9,014,569

ILFC E-Capital Trust I 5.21% 12/21/65 (d)(g)

6,955,000

6,789,819

ILFC E-Capital Trust II 6.25% 12/21/65 (d)(g)

5,260,000

5,283,144

International Lease Finance Corp.:

4.625% 4/15/21

2,020,000

2,085,650

5.875% 4/1/19

5,485,000

6,033,500

5.875% 8/15/22

3,480,000

3,801,900

SLM Corp.:

4.875% 6/17/19

3,775,000

3,890,515

5.5% 1/15/19

12,695,000

13,380,530

5.5% 1/25/23

4,900,000

4,857,125

8% 3/25/20

1,565,000

1,809,531

8.45% 6/15/18

1,560,000

1,846,650

 

108,562,427

Diversified Media - 1.4%

Clear Channel Worldwide Holdings, Inc.:

6.5% 11/15/22

2,715,000

2,898,263

6.5% 11/15/22

4,990,000

5,376,725

MDC Partners, Inc. 6.75% 4/1/20 (d)

4,630,000

4,884,650

Nielsen Finance LLC/Nielsen Finance Co.:

4.5% 10/1/20

4,525,000

4,558,938

5% 4/15/22 (d)(f)

910,000

916,825

The Nielsen Co. S.a.r.l. (Luxembourg) 5.5% 10/1/21 (d)

3,610,000

3,727,325

 

22,362,726

Electric Utilities - 3.2%

Atlantic Power Corp. 9% 11/15/18

8,740,000

9,155,150

Global Partners LP / GLP Finance Corp. 6.25% 7/15/22 (d)

400,000

400,000

NRG Energy, Inc.:

6.25% 7/15/22 (d)

3,810,000

4,057,650

6.25% 5/1/24 (d)

4,745,000

4,958,525

7.625% 1/15/18

2,660,000

3,052,350

NSG Holdings II, LLC 7.75% 12/15/25 (d)

13,550,000

14,634,000

The AES Corp.:

4.875% 5/15/23

3,475,000

3,440,250

7.375% 7/1/21

9,660,000

11,302,200

 

51,000,125

 

 

Principal
Amount

Value

Energy - 10.8%

Access Midstream Partners LP/ACMP Finance Corp.:

4.875% 5/15/23

$ 4,265,000

$ 4,494,244

4.875% 3/15/24

1,005,000

1,061,531

Approach Resources, Inc. 7% 6/15/21

1,535,000

1,600,238

Basic Energy Services, Inc. 7.75% 2/15/19

615,000

651,900

Chesapeake Energy Corp.:

4.875% 4/15/22

2,615,000

2,706,525

6.125% 2/15/21

4,515,000

5,056,800

Chesapeake Midstream Partners LP/CHKM Finance Corp.:

5.875% 4/15/21

615,000

658,050

6.125% 7/15/22

1,745,000

1,928,225

Crestwood Midstream Partners LP/Crestwood Midstream Finance Corp.:

6.125% 3/1/22 (d)

1,175,000

1,236,688

7.75% 4/1/19

2,315,000

2,482,838

CVR Refining LLC/Coffeyville Finance, Inc. 6.5% 11/1/22

5,140,000

5,422,700

Denbury Resources, Inc. 6.375% 8/15/21

2,550,000

2,734,875

Endeavor Energy Resources LP/EER Finance, Inc. 7% 8/15/21 (d)

10,435,000

11,139,363

Energy Partners Ltd. 8.25% 2/15/18

4,350,000

4,654,500

EP Energy LLC/Everest Acquisition Finance, Inc. 7.75% 9/1/22

4,015,000

4,526,913

Everest Acquisition LLC/Everest Acquisition Finance, Inc.:

6.875% 5/1/19

995,000

1,058,431

9.375% 5/1/20

8,685,000

9,944,325

Expro Finance Luxembourg SCA 8.5% 12/15/16 (d)

3,312,000

3,461,040

Exterran Holdings, Inc. 7.25% 12/1/18

6,220,000

6,562,100

Exterran Partners LP/EXLP Finance Corp.:

6% 4/1/21

6,300,000

6,363,000

6% 10/1/22 (d)

1,770,000

1,796,550

Forbes Energy Services Ltd. 9% 6/15/19

5,725,000

5,939,688

Gibson Energy, Inc. 6.75% 7/15/21 (d)

3,635,000

3,934,888

Hilcorp Energy I LP/Hilcorp Finance Co. 5% 12/1/24 (d)(f)

1,675,000

1,675,000

Hornbeck Offshore Services, Inc.:

5% 3/1/21

1,880,000

1,875,300

5.875% 4/1/20

1,240,000

1,283,400

Kinder Morgan Holding Co. LLC 5.625% 11/15/23 (d)

1,270,000

1,304,925

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Energy - continued

NGL Energy Partners LP / NGL Energy Finance Corp. 5.125% 7/15/19 (d)(f)

$ 1,325,000

$ 1,328,313

Northern Tier Energy LLC/Northern Tier Finance Corp. 7.125% 11/15/20

6,070,000

6,578,363

Offshore Group Investment Ltd.:

7.125% 4/1/23

1,890,000

1,918,350

7.5% 11/1/19

9,295,000

9,829,463

Parsley Energy LLC/ Parsley 7.5% 2/15/22 (d)

5,550,000

5,924,625

Rice Energy, Inc. 6.25% 5/1/22 (d)

7,825,000

8,020,625

Rosetta Resources, Inc.:

5.625% 5/1/21

3,715,000

3,821,806

5.875% 6/1/24

940,000

977,600

Samson Investment Co. 10.75% 2/15/20 (d)

3,580,000

3,772,425

SemGroup Corp. 7.5% 6/15/21

2,775,000

3,038,625

Targa Resources Partners LP/Targa Resources Partners Finance Corp.:

4.25% 11/15/23

2,445,000

2,429,719

5.25% 5/1/23

4,876,000

5,095,420

6.375% 8/1/22

592,000

643,800

6.875% 2/1/21

2,840,000

3,074,300

Tesoro Logistics LP/Tesoro Logistics Finance Corp. 6.125% 10/15/21

855,000

912,713

Western Refining, Inc. 6.25% 4/1/21

7,485,000

7,821,825

Whiting Petroleum Corp.:

5% 3/15/19

4,610,000

4,852,025

5.75% 3/15/21

4,815,000

5,272,425

 

170,866,459

Entertainment/Film - 0.2%

NAI Entertainment Holdings LLC/NAI Entertainment Finance Corp. 5% 8/1/18 (d)

2,970,000

3,073,950

Environmental - 0.8%

ADS Waste Holdings, Inc. 8.25% 10/1/20

5,875,000

6,330,313

LBC Tank Terminals Holding Netherlands BV 6.875% 5/15/23 (d)

6,065,000

6,398,575

 

12,728,888

Food & Drug Retail - 1.1%

JBS Investments GmbH:

7.25% 4/3/24 (d)

1,815,000

1,887,600

7.75% 10/28/20 (d)

3,740,000

4,001,800

Minerva Luxmbourg SA 7.75% 1/31/23 (d)

2,430,000

2,600,100

SUPERVALU, Inc. 6.75% 6/1/21

8,560,000

8,816,800

 

17,306,300

 

 

Principal
Amount

Value

Food/Beverage/Tobacco - 2.0%

DS Waters of America, Inc. 10% 9/1/21 (d)

$ 1,485,000

$ 1,659,488

ESAL GmbH 6.25% 2/5/23 (d)

11,480,000

11,307,800

FAGE Dairy Industry SA/FAGE U.S.A. Dairy Industry, Inc. 9.875% 2/1/20 (d)

4,705,000

5,034,350

JBS U.S.A. LLC/JBS U.S.A. Finance, Inc.:

5.875% 7/15/24 (d)

1,825,000

1,820,438

7.25% 6/1/21 (d)

2,930,000

3,142,425

8.25% 2/1/20 (d)

6,670,000

7,236,950

Post Holdings, Inc. 6% 12/15/22 (d)

905,000

923,100

 

31,124,551

Gaming - 2.6%

Caesars Growth Propeties Holdings LLC/Caesars Growth Properties Finance, Inc. 9.375% 5/1/22 (d)

2,845,000

2,887,675

GLP Capital LP/GLP Financing II, Inc.:

4.375% 11/1/18 (d)

1,735,000

1,791,388

5.375% 11/1/23 (d)

1,310,000

1,359,125

Golden Nugget Escrow, Inc. 8.5% 12/1/21 (d)

9,965,000

10,463,250

MCE Finance Ltd. 5% 2/15/21 (d)

6,645,000

6,711,450

Paris Las Vegas Holding LLC/Harrah's Las Vegas LLC/Flamingo Las Vegas Holdings, Inc.:

8% 10/1/20 (d)

3,150,000

3,291,750

11% 10/1/21 (d)

3,140,000

3,375,500

Scientific Games Corp. 6.625% 5/15/21 (d)

7,235,000

7,162,650

Seminole Hard Rock Entertainment, Inc. 5.875% 5/15/21 (d)

1,490,000

1,493,725

Wynn Macau Ltd. 5.25% 10/15/21 (d)

1,970,000

2,024,175

 

40,560,688

Healthcare - 5.3%

Community Health Systems, Inc.:

5.125% 8/15/18

3,535,000

3,707,331

5.125% 8/1/21 (d)

1,125,000

1,153,125

6.875% 2/1/22 (d)

5,405,000

5,729,300

8% 11/15/19

8,020,000

8,781,900

DJO Finance LLC/DJO Finance Corp.:

7.75% 4/15/18

1,350,000

1,417,500

8.75% 3/15/18

165,000

177,375

9.875% 4/15/18

2,425,000

2,619,000

Fresenius Medical Care U.S. Finance II, Inc. 5.625% 7/31/19 (d)

2,960,000

3,226,400

Grifols Worldwide Operations Ltd. 5.25% 4/1/22 (d)

2,245,000

2,329,188

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Healthcare - continued

HCA Holdings, Inc.:

3.75% 3/15/19

$ 3,820,000

$ 3,853,425

5% 3/15/24

2,360,000

2,392,615

8% 10/1/18

4,350,000

5,143,875

HealthSouth Corp. 7.25% 10/1/18

3,588,000

3,749,460

MPH Acquisition Holdings LLC 6.625% 4/1/22 (d)

800,000

838,000

MPT Operating Partnership LP/MPT Finance Corp. 6.875% 5/1/21

2,595,000

2,828,550

Sabra Health Care LP/Sabra Capital Corp. 5.5% 2/1/21

4,565,000

4,793,250

Tenet Healthcare Corp.:

5% 3/1/19 (d)

2,265,000

2,296,144

6% 10/1/20

5,420,000

5,880,700

6.25% 11/1/18

1,435,000

1,592,850

8.125% 4/1/22

12,170,000

14,086,775

Valeant Pharmaceuticals International:

6.75% 8/15/18 (d)

4,195,000

4,520,113

6.875% 12/1/18 (d)

2,315,000

2,422,069

 

83,538,945

Homebuilders/Real Estate - 3.2%

CBRE Group, Inc. 6.625% 10/15/20

945,000

1,002,881

D.R. Horton, Inc.:

3.625% 2/15/18

3,605,000

3,690,619

3.75% 3/1/19

2,530,000

2,542,650

4.375% 9/15/22

1,675,000

1,660,344

Howard Hughes Corp. 6.875% 10/1/21 (d)

2,870,000

3,070,900

KB Home 4.75% 5/15/19

3,190,000

3,213,925

Lennar Corp.:

4.125% 12/1/18

3,605,000

3,681,606

4.5% 6/15/19

3,290,000

3,368,138

Realogy Group LLC/Realogy Co.-Issuer Corp. 4.5% 4/15/19 (d)

1,960,000

1,955,100

Standard Pacific Corp. 8.375% 5/15/18

13,040,000

15,387,200

Toll Brothers Finance Corp.:

4% 12/31/18

3,350,000

3,450,500

4.375% 4/15/23

5,520,000

5,423,400

Weyerhaeuser Real Estate Co.:

4.375% 6/15/19 (d)

990,000

992,475

5.875% 6/15/24 (d)

725,000

745,844

William Lyon Homes, Inc. 5.75% 4/15/19 (d)

640,000

656,000

 

50,841,582

Hotels - 0.2%

Playa Resorts Holding BV 8% 8/15/20 (d)

3,665,000

3,949,038

 

 

Principal
Amount

Value

Leisure - 0.9%

24 Hour Holdings III LLC 8% 6/1/22 (d)

$ 680,000

$ 676,600

NCL Corp. Ltd. 5% 2/15/18

5,690,000

5,874,925

Royal Caribbean Cruises Ltd.:

5.25% 11/15/22

6,045,000

6,347,250

7.5% 10/15/27

595,000

682,346

 

13,581,121

Metals/Mining - 2.1%

CONSOL Energy, Inc. 5.875% 4/15/22 (d)

5,200,000

5,447,000

Imperial Metals Corp. 7% 3/15/19 (d)

320,000

327,673

Murray Energy Corp.:

8.625% 6/15/21 (d)

3,870,000

4,189,275

9.5% 12/5/20 (d)

3,380,000

3,777,150

New Gold, Inc. 6.25% 11/15/22 (d)

7,295,000

7,586,800

Peabody Energy Corp.:

6.25% 11/15/21

2,530,000

2,520,513

7.875% 11/1/26

1,268,000

1,333,492

Rain CII Carbon LLC/CII Carbon Corp. 8.25% 1/15/21 (d)

2,925,000

3,071,250

Signode Industrial Group Lux SA/Signode Industrial Group U.S., Inc. 6.375% 5/1/22 (d)

2,845,000

2,880,563

Walter Energy, Inc. 11% 4/1/20 pay-in-kind (d)(g)

1,610,000

1,344,350

 

32,478,066

Paper - 0.3%

Sappi Papier Holding GmbH 7.75% 7/15/17 (d)

4,920,000

5,473,500

Publishing/Printing - 1.1%

Cenveo Corp. 6% 8/1/19 (d)

965,000

965,000

McGraw-Hill Global Education Holdings LLC/McGraw-Hill Global Education Finance 9.75% 4/1/21

8,095,000

9,289,013

R.R. Donnelley & Sons Co.:

6.5% 11/15/23

2,220,000

2,319,900

7% 2/15/22

1,100,000

1,212,750

7.25% 5/15/18

1,473,000

1,704,998

Time, Inc. 5.75% 4/15/22 (d)

1,145,000

1,156,450

 

16,648,111

Restaurants - 0.3%

NPC International, Inc./NPC Operating Co. A, Inc./NPC Operating Co. B, Inc. 10.5% 1/15/20

4,035,000

4,549,463

Services - 4.4%

APX Group, Inc.:

6.375% 12/1/19

12,190,000

12,647,125

8.75% 12/1/20

9,955,000

10,104,325

8.75% 12/1/20 (d)

2,375,000

2,410,625

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Services - continued

Audatex North America, Inc. 6% 6/15/21 (d)

$ 5,355,000

$ 5,716,463

Bankrate, Inc. 6.125% 8/15/18 (d)

2,580,000

2,738,025

Blueline Rent Finance Corp./Volvo 7% 2/1/19 (d)

2,370,000

2,529,975

Brand Energy & Infrastructure Services, Inc. 8.5% 12/1/21 (d)

4,640,000

4,953,200

FTI Consulting, Inc. 6.75% 10/1/20

3,715,000

3,965,763

Garda World Security Corp.:

7.25% 11/15/21 (d)

2,200,000

2,312,750

7.25% 11/15/21 (d)

715,000

751,644

Hertz Corp.:

4.25% 4/1/18

3,145,000

3,223,625

6.25% 10/15/22

5,315,000

5,627,256

The Geo Group, Inc. 5.875% 1/15/22

7,310,000

7,675,500

TransUnion Holding Co., Inc. 8.125% 6/15/18 pay-in-kind (g)

4,340,000

4,530,960

 

69,187,236

Shipping - 1.3%

Aguila 3 SA 7.875% 1/31/18 (d)

4,595,000

4,847,725

Navios Maritime Acquisition Corp./Navios Acquisition Finance U.S., Inc. 8.125% 11/15/21 (d)

4,055,000

4,237,475

Navios Maritime Holdings, Inc.:

7.375% 1/15/22 (d)

7,410,000

7,632,300

8.125% 2/15/19

1,465,000

1,540,081

Navios South American Logistics, Inc./Navios Logistics Finance U.S., Inc. 7.25% 5/1/22 (d)

1,575,000

1,638,000

 

19,895,581

Steel - 1.6%

JMC Steel Group, Inc. 8.25% 3/15/18 (d)

8,990,000

9,169,800

Ryerson, Inc./Joseph T Ryerson & Son, Inc.:

9% 10/15/17

1,635,000

1,749,450

11.25% 10/15/18

5,515,000

6,149,225

Steel Dynamics, Inc. 6.125% 8/15/19

7,280,000

7,917,000

 

24,985,475

Super Retail - 0.5%

Best Buy Co., Inc. 5% 8/1/18

5,280,000

5,544,000

JC Penney Corp., Inc. 7.4% 4/1/37

3,230,000

2,802,309

 

8,346,309

Technology - 5.9%

Activision Blizzard, Inc. 5.625% 9/15/21 (d)

2,440,000

2,629,100

 

 

Principal
Amount

Value

ADT Corp.:

4.125% 4/15/19

$ 3,790,000

$ 3,790,758

4.125% 6/15/23

1,305,000

1,203,863

6.25% 10/15/21

3,545,000

3,757,700

Advanced Micro Devices, Inc.:

6.75% 3/1/19 (d)

3,385,000

3,596,563

7% 7/1/24 (d)

1,720,000

1,756,550

AerCap Ireland Capital Ltd. / AerCap Global Aviation Trust 2.75% 5/15/17 (d)

3,500,000

3,521,875

BMC Software Finance, Inc. 8.125% 7/15/21 (d)

6,115,000

6,290,806

Boxer Parent Co., Inc. 9% 10/15/19 pay-in-kind (d)(g)

2,505,000

2,442,375

Brocade Communications Systems, Inc. 4.625% 1/15/23

3,400,000

3,298,000

Compiler Finance Sub, Inc. 7% 5/1/21 (d)

1,615,000

1,639,225

Infor Software Parent LLC/Infor Software Parent, Inc. 7.125% 5/1/21 pay-in-kind (d)(g)

735,000

751,538

Lucent Technologies, Inc.:

6.45% 3/15/29

7,815,000

7,736,850

6.5% 1/15/28

3,265,000

3,232,350

Micron Technology, Inc. 5.875% 2/15/22 (d)

1,190,000

1,276,275

Nuance Communications, Inc. 5.375% 8/15/20 (d)

10,783,000

11,160,405

NXP BV/NXP Funding LLC 3.75% 6/1/18 (d)

12,835,000

12,867,088

Seagate HDD Cayman 4.75% 1/1/25 (d)

2,430,000

2,411,775

Sungard Availability Services Capital, Inc. 8.75% 4/1/22 (d)

4,745,000

4,412,850

VeriSign, Inc. 4.625% 5/1/23

3,295,000

3,255,131

Viasystems, Inc. 7.875% 5/1/19 (d)

4,410,000

4,663,575

WideOpenWest Finance LLC/WideOpenWest Capital Corp.:

10.25% 7/15/19

2,995,000

3,365,631

10.25% 7/15/19 (d)

315,000

353,981

13.375% 10/15/19

2,705,000

3,131,038

 

92,545,302

Telecommunications - 8.8%

Alcatel-Lucent U.S.A., Inc.:

4.625% 7/1/17 (d)

8,465,000

8,740,113

6.75% 11/15/20 (d)

11,270,000

12,002,550

8.875% 1/1/20 (d)

6,325,000

7,163,063

Altice Financing SA:

6.5% 1/15/22 (d)

685,000

729,525

7.875% 12/15/19 (d)

4,180,000

4,575,010

Altice Finco SA 9.875% 12/15/20 (d)

5,890,000

6,788,225

Columbus International, Inc. 7.375% 3/30/21 (d)

5,000,000

5,387,500

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Telecommunications - continued

Crown Castle International Corp. 4.875% 4/15/22

$ 4,740,000

$ 4,899,975

Digicel Group Ltd.:

6% 4/15/21 (d)

5,265,000

5,436,113

7% 2/15/20 (d)

295,000

311,225

7.125% 4/1/22 (d)

3,355,000

3,497,588

8.25% 9/1/17 (d)

5,395,000

5,550,376

8.25% 9/30/20 (d)

5,855,000

6,381,950

DigitalGlobe, Inc. 5.25% 2/1/21

9,505,000

9,409,950

FairPoint Communications, Inc. 8.75% 8/15/19 (d)

4,580,000

4,934,950

Inmarsat Finance PLC 4.875% 5/15/22 (d)

2,580,000

2,605,800

Level 3 Financing, Inc. 3.8229% 1/15/18 (d)(g)

7,525,000

7,656,688

MasTec, Inc. 4.875% 3/15/23

2,875,000

2,831,875

SBA Communications Corp. 4.875% 7/15/22 (d)(f)

3,235,000

3,194,563

Sprint Capital Corp.:

6.875% 11/15/28

1,155,000

1,166,550

8.75% 3/15/32

3,650,000

4,215,750

Sprint Communications, Inc. 9% 11/15/18 (d)

6,240,000

7,566,000

T-Mobile U.S.A., Inc.:

5.25% 9/1/18

4,055,000

4,257,750

6.464% 4/28/19

2,610,000

2,747,025

TW Telecom Holdings, Inc.:

5.375% 10/1/22

2,815,000

3,078,906

6.375% 9/1/23

1,535,000

1,746,063

Wind Acquisition Finance SA:

4.75% 7/15/20 (d)(f)

3,835,000

3,863,954

7.25% 2/15/18 (d)

2,770,000

2,926,505

7.375% 4/23/21 (d)

4,080,000

4,355,400

 

138,020,942

Textiles & Apparel - 0.2%

The William Carter Co. 5.25% 8/15/21 (d)

3,490,000

3,638,325

TOTAL NONCONVERTIBLE BONDS

(Cost $1,274,868,992)


1,328,164,960

Commercial Mortgage Securities - 0.0%

 

LB Multi-family Mortgage Trust Series 1991-4 Class A1, 7.125% 4/25/21 (g)
(Cost $0)

9,496


6,647

Common Stocks - 0.0%

Shares

Value

Telecommunications - 0.0%

CUI Acquisition Corp. Class E (a)(d)
(Cost $1,273,881)

1

$ 136,000

Nonconvertible Preferred Stocks - 0.4%

 

 

 

 

Banks & Thrifts - 0.4%

Royal Bank of Scotland Group PLC Series S, 6.60%
(Cost $5,739,857)

236,106


5,796,402

Bank Loan Obligations - 11.0%

 

Principal
Amount

 

Aerospace - 0.1%

TransDigm, Inc. Tranche D, term loan 3.75% 6/4/21 (g)

$ 1,770,000

1,763,363

Automotive - 0.2%

Allison Transmission, Inc. Tranche B 3LN, term loan 3.75% 8/23/19 (g)

950,225

950,225

Chrysler Group LLC term loan 3.25% 12/31/18 (g)

1,960,088

1,964,988

INA Beteiligungsgesellschaft MBH Tranche E, term loan 5/15/20 (h)

750,000

752,813

 

3,668,026

Broadcasting - 0.6%

Clear Channel Communications, Inc. Tranche D, term loan 6.8995% 1/30/19 (g)

9,165,000

9,119,175

Univision Communications, Inc. Tranche C 4LN, term loan 4% 3/1/20 (g)

985,050

985,050

 

10,104,225

Building Materials - 0.4%

GYP Holdings III Corp.:

Tranche 1LN, term loan 4.75% 4/1/21 (g)

3,120,000

3,104,712

Tranche 2LN, term loan 7.75% 4/1/22 (g)

625,000

629,688

Nortek, Inc. Tranche B, term loan 3.75% 10/30/20 (g)

2,110,000

2,112,638

 

5,847,038

Cable TV - 0.4%

Charter Communications Operating LLC Tranche F, term loan 3% 1/3/21 (g)

3,860,752

3,812,492

Numericable LLC:

Tranche B 1LN, term loan 4.5% 5/8/20 (g)

1,340,385

1,348,762

Tranche B 2LN, term loan 4.5% 5/8/20 (g)

1,159,615

1,166,863

 

6,328,117

Bank Loan Obligations - continued

 

Principal
Amount

Value

Capital Goods - 0.4%

Husky Injection Molding Systems Ltd.:

Tranche 1LN, term loan 6/30/21 (h)

$ 4,125,000

$ 4,140,469

Tranche 2LN, term loan 6/30/22 (h)

1,585,000

1,590,944

 

5,731,413

Containers - 0.5%

Berry Plastics Corp. Tranche E, term loan 3.75% 1/6/21 (g)

1,561,088

1,555,233

Signode Packaging Systems, Inc. Tranche B, term loan 4% 5/1/21 (g)

6,380,000

6,348,100

 

7,903,333

Diversified Financial Services - 0.8%

Delos Finance SARL Tranche B LN, term loan 3.5% 3/6/21 (g)

2,400,000

2,400,000

Moxie Patriot LLC Tranche B, term loan 6.75% 12/19/20 (g)

5,650,000

5,812,438

TransUnion LLC Tranche B, term loan 4% 4/9/21 (g)

4,124,663

4,124,663

 

12,337,101

Electric Utilities - 0.1%

Bayonne Energy Center, LLC Tranche B, term loan 6/30/21 (h)

590,000

594,425

Southwire LLC, Tranche B, term loan 3.2538% 2/10/21 (g)

1,321,688

1,318,383

 

1,912,808

Energy - 0.9%

Energy Transfer Equity LP Tranche B, term loan 3.25% 12/2/19 (g)

3,645,000

3,605,379

Fieldwood Energy, LLC:

Tranche 2LN, term loan 8.375% 9/30/20 (g)

5,774,951

5,962,637

Tranche B 1LN, term loan 3.875% 9/30/18 (g)

591,111

592,589

Seadrill Operating LP Tranche B, term loan 4% 2/21/21 (g)

4,175,035

4,159,379

 

14,319,984

Food & Drug Retail - 0.1%

SUPERVALU, Inc. Tranche B, term loan 4.5% 3/21/19 (g)

892,260

891,145

Gaming - 0.1%

Caesars Growth Properties Holdings, LLC Tranche 1LN, term loan 6.25% 5/8/21 (g)

600,000

598,500

Golden Nugget, Inc. Tranche B, term loan:

5.5% 11/21/19 (g)

337,803

344,559

 

 

Principal
Amount

Value

5.5% 11/21/19 (g)

$ 144,773

$ 147,668

Las Vegas Sands LLC Tranche B, term loan 3.25% 12/19/20 (g)

1,004,950

1,004,950

 

2,095,677

Healthcare - 1.1%

Endo Luxembourg Finance I Comp Tranche B, term loan 3.25% 2/28/21 (g)

3,725,663

3,716,348

Grifols, S.A. Tranche B, term loan 3.1495% 2/27/21 (g)

6,299,213

6,299,213

MPH Acquisition Holdings LLC Tranche B, term loan 4% 3/31/21 (g)

2,081,636

2,073,830

Pharmedium Healthcare Corp.:

Tranche 2LN, term loan 7.75% 1/28/22 (g)

1,885,000

1,903,850

Tranche B 1LN, term loan 4.25% 1/28/21 (g)

3,340,538

3,353,065

 

17,346,306

Hotels - 0.1%

La Quinta Intermediate Holdings LLC Tranche B LN, Tranche B, term loan 4% 4/14/21 (g)

1,135,048

1,135,048

Insurance - 0.3%

StoneRiver Group LP:

Tranche 2LN, term loan 8.5% 5/30/20 (g)

4,213,620

4,203,086

Tranche B 1LN, term loan 4.5% 11/30/19 (g)

1,248,385

1,246,887

 

5,449,973

Leisure - 0.1%

24 Hour Fitness Worldwide, Inc. Tranche B, term loan 4.75% 5/30/21 (g)

325,000

327,844

Equinox Holdings, Inc. Tranche B 1LN, term loan 4.25% 2/1/20 (g)

987,813

992,753

 

1,320,597

Metals/Mining - 0.5%

Fortescue Metals Group Ltd. Tranche B, term loan 3.75% 6/30/19 (g)

2,416,738

2,410,696

Peabody Energy Corp. Tranche B, term loan 4.25% 9/24/20 (g)

5,414,088

5,454,693

 

7,865,389

Publishing/Printing - 0.4%

ARC Document Solutions, Inc. Tranche B, term loan 6.25% 12/20/18 (g)

6,876,563

6,988,307

Restaurants - 0.5%

Dunkin Brands, Inc. Tranche B 4LN, term loan 3.25% 2/7/21 (g)

7,318,367

7,245,183

Bank Loan Obligations - continued

 

Principal
Amount

Value

Restaurants - continued

TGI Friday's, Inc.:

Tranche B 1LN, term loan 6/30/20 (h)

$ 590,000

$ 590,738

Tranche B 2LN, term loan 6/30/21 (h)

660,000

650,100

 

8,486,021

Services - 1.0%

ARAMARK Corp. Tranche F, term loan 3.25% 2/24/21 (g)

2,518,688

2,493,501

Brand Energy & Infrastructure Services, Inc. Tranche B, term loan 4.75% 11/26/20 (g)

4,497,400

4,519,887

Garda World Security Corp.:

term loan 4% 11/8/20 (g)

2,519,561

2,519,561

Tranche DD, term loan 4% 11/8/20 (g)

644,539

644,539

Laureate Education, Inc. Tranche B, term loan 5% 6/16/18 (g)

3,635,000

3,571,388

Lineage Logistics Holdings, LLC. Tranche B, term loan 4.5% 4/7/21 (g)

1,625,925

1,617,795

 

15,366,671

Shipping - 0.1%

YRC Worldwide, Inc. Tranche B, term loan 8% 2/13/19 (g)

1,228,825

1,228,825

Steel - 0.2%

Atkore International, Inc.:

Tranche 2LN, term loan 7.75% 10/9/21 (g)

1,020,000

1,030,200

Tranche B 1LN, term loan 4.5% 4/9/21 (g)

1,835,000

1,841,881

 

2,872,081

Super Retail - 0.2%

JC Penney Corp., Inc. Tranche B, term loan:

5% 6/20/19 (g)

175,000

175,665

6% 5/22/18 (g)

3,092,191

3,119,248

 

3,294,913

Technology - 1.5%

DealerTrack Holdings, Inc. Tranche B LN, term loan 3.5% 2/28/21 (g)

3,620,513

3,615,987

Dell International LLC Tranche B, term loan 4.5% 4/29/20 (g)

2,572,075

2,581,849

First Data Corp. term loan 4.154% 3/24/18 (g)

6,685,000

6,693,356

Freescale Semiconductor, Inc. Tranche B 4LN, term loan 4.25% 3/1/20 (g)

1,559,250

1,557,301

Infor U.S., Inc. Tranche B 5LN, term loan 3.75% 6/3/20 (g)

855,700

848,255

 

 

Principal
Amount

Value

NXP BV Tranche D, term loan 3.25% 1/11/20 (g)

$ 3,632,550

$ 3,609,847

Sungard Availability Services Capital, Inc. Tranche B, term loan 6% 3/31/19 (g)

4,668,300

4,627,452

 

23,534,047

Telecommunications - 0.4%

Alcatel-Lucent U.S.A., Inc. Tranche C 1LN, term loan 4.5% 1/30/19 (g)

6,460,806

6,460,806

TOTAL BANK LOAN OBLIGATIONS

(Cost $173,111,967)


174,251,214

Preferred Securities - 1.2%

 

Banks & Thrifts - 1.2%

Barclays Bank PLC 7.625% 11/21/22

15,315,000

17,612,138

Barclays PLC 8.25% (e)(g)

1,660,000

1,765,554

TOTAL PREFERRED SECURITIES

(Cost $17,454,194)


19,377,692

Money Market Funds - 3.4%

Shares

 

Fidelity Cash Central Fund, 0.11% (b)
(Cost $53,167,314)

53,167,314


53,167,314

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $1,525,616,205)

1,580,900,229

NET OTHER ASSETS (LIABILITIES) - (0.3)%

(5,141,103)

NET ASSETS - 100%

$ 1,575,759,126

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

(d) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $604,624,350 or 38.4% of net assets.

(e) Security is perpetual in nature with no stated maturity date.

(f) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

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

(h) The coupon rate will be determined upon settlement of the loan after period end.

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 27,947

Other Information

The following is a summary of the inputs used, as of June 30, 2014, 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:

Financials

$ 5,796,402

$ 5,796,402

$ -

$ -

Telecommunication Services

136,000

-

-

136,000

Corporate Bonds

1,328,164,960

-

1,328,164,960

-

Commercial Mortgage Securities

6,647

-

-

6,647

Bank Loan Obligations

174,251,214

-

174,251,214

-

Preferred Securities

19,377,692

-

19,377,692

-

Money Market Funds

53,167,314

53,167,314

-

-

Total Investments in Securities:

$ 1,580,900,229

$ 58,963,716

$ 1,521,793,866

$ 142,647

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

United States of America

78.0%

Luxembourg

4.5%

Canada

3.3%

Bermuda

2.4%

United Kingdom

2.1%

Netherlands

2.0%

Cayman Islands

1.4%

Austria

1.3%

Marshall Islands

1.3%

Ireland

1.2%

Others (Individually Less Than 1%)

2.5%

 

100.0%

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

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

  

June 30, 2014 (Unaudited)

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $1,472,448,891)

$ 1,527,732,915

 

Fidelity Central Funds (cost $53,167,314)

53,167,314

 

Total Investments (cost $1,525,616,205)

 

$ 1,580,900,229

Cash

 

121,752

Receivable for investments sold

10,549,686

Receivable for fund shares sold

714,715

Interest receivable

21,053,415

Distributions receivable from Fidelity Central Funds

3,818

Other receivables

137,473

Total assets

1,613,481,088

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 16,595,012

Delayed delivery

15,452,817

Payable for fund shares redeemed

4,672,392

Accrued management fee

738,656

Distribution and service plan fees payable

63,211

Other affiliated payables

150,533

Other payables and accrued expenses

49,341

Total liabilities

37,721,962

 

 

 

Net Assets

$ 1,575,759,126

Net Assets consist of:

 

Paid in capital

$ 1,521,529,831

Undistributed net investment income

41,644,356

Accumulated undistributed net realized gain (loss) on investments

(42,699,085)

Net unrealized appreciation (depreciation) on investments

55,284,024

Net Assets

$ 1,575,759,126

Statement of Assets and Liabilities - continued

  

June 30, 2014 (Unaudited)

 

 

 

Initial Class:
Net Asset Value
, offering price and redemption price per share ($593,973,023 ÷ 97,607,165 shares)

$ 6.09

 

 

 

Service Class:
Net Asset Value
, offering price and redemption price per share ($67,041,962 ÷ 11,086,833 shares)

$ 6.05

 

 

 

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($247,599,002 ÷ 41,914,323 shares)

$ 5.91

 

 

 

Initial Class R:
Net Asset Value
, offering price and redemption price per share ($30,027,218 ÷ 4,954,355 shares)

$ 6.06

 

 

 

Service Class R:
Net Asset Value
, offering price and redemption price per share ($59,916,190 ÷ 9,966,600 shares)

$ 6.01

 

 

 

Service Class 2R:
Net Asset Value
, offering price and redemption price per share ($5,473,497 ÷ 927,021 shares)

$ 5.90

 

 

 

Investor Class:
Net Asset Value
, offering price and redemption price per share ($571,728,234 ÷ 94,322,585 shares)

$ 6.06

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

 

  

  

Investment Income

  

  

Dividends

 

$ 682,872

Interest

 

45,506,318

Income from Fidelity Central Funds

 

27,947

Total income

 

46,217,137

 

 

 

Expenses

Management fee

$ 4,399,407

Transfer agent fees

639,387

Distribution and service plan fees

404,388

Accounting fees and expenses

264,343

Custodian fees and expenses

14,779

Independent trustees' compensation

3,220

Audit

46,099

Legal

11,569

Miscellaneous

6,716

Total expenses before reductions

5,789,908

Expense reductions

(712)

5,789,196

Net investment income (loss)

40,427,941

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

16,571,647

Change in net unrealized appreciation (depreciation) on investment securities

16,229,368

Net gain (loss)

32,801,015

Net increase (decrease) in net assets resulting from operations

$ 73,228,956

Statement of Changes in Net Assets

  

Six months ended
June 30, 2014
(Unaudited)

Year ended
December 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 40,427,941

$ 80,845,745

Net realized gain (loss)

16,571,647

46,584,559

Change in net unrealized appreciation (depreciation)

16,229,368

(41,731,572)

Net increase (decrease) in net assets resulting from operations

73,228,956

85,698,732

Distributions to shareholders from net investment income

-

(86,921,876)

Share transactions - net increase (decrease)

(25,852,412)

16,318,361

Redemption fees

2,696

28,583

Total increase (decrease) in net assets

47,379,240

15,123,800

 

 

 

Net Assets

Beginning of period

1,528,379,886

1,513,256,086

End of period (including undistributed net investment income of $41,644,356 and undistributed net investment income of $1,216,415, respectively)

$ 1,575,759,126

$ 1,528,379,886

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

Semiannual Report

Financial Highlights - Initial Class

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 5.80

$ 5.81

$ 5.39

$ 5.57

$ 5.29

$ 3.96

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .155

.330

.361

.391

.439

.438

Net realized and unrealized gain (loss)

  .135

.014

.405

(.171)

.288

1.298

Total from investment operations

  .290

.344

.766

.220

.727

1.736

Distributions from net investment income

  -

(.354)

(.346)

(.400)

(.448)

(.406)

Redemption fees added to paid in capitalE

  -I

-I

-I

-I

.001

-I

Net asset value, end of period

$ 6.09

$ 5.80

$ 5.81

$ 5.39

$ 5.57

$ 5.29

Total ReturnB, C, D

  5.00%

5.95%

14.23%

4.03%

13.82%

43.96%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .68%A

.68%

.68%

.69%

.69%

.70%

Expenses net of fee waivers, if any

  .68%A

.68%

.68%

.69%

.69%

.70%

Expenses net of all reductions

  .68%A

.68%

.68%

.69%

.69%

.70%

Net investment income (loss)

  5.27%A

5.55%

6.22%

6.85%

7.84%

9.02%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 593,973

$ 587,376

$ 606,506

$ 561,514

$ 594,688

$ 608,802

Portfolio turnover rateG

  88%A

85%

55%

79%

81%

70%

A Annualized

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

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

E Calculated based on average shares outstanding during the period.

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

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

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

I Amount represents less than $.001 per share.

Financial Highlights - Service Class

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 5.77

$ 5.78

$ 5.36

$ 5.54

$ 5.26

$ 3.95

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .152

.323

.353

.384

.431

.429

Net realized and unrealized gain (loss)

  .128

.015

.407

(.171)

.290

1.281

Total from investment operations

  .280

.338

.760

.213

.721

1.710

Distributions from net investment income

  -

(.348)

(.340)

(.393)

(.442)

(.400)

Redemption fees added to paid in capital E

  - I

-I

-I

-I

.001

-I

Net asset value, end of period

$ 6.05

$ 5.77

$ 5.78

$ 5.36

$ 5.54

$ 5.26

Total ReturnB, C, D

  4.85%

5.87%

14.20%

3.93%

13.79%

43.41%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .78%A

.78%

.78%

.79%

.79%

.80%

Expenses net of fee waivers, if any

  .78%A

.77%

.78%

.79%

.78%

.80%

Expenses net of all reductions

  .78%A

.77%

.78%

.79%

.78%

.80%

Net investment income (loss)

  5.17%A

5.46%

6.13%

6.75%

7.74%

8.92%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 67,042

$ 68,982

$ 77,397

$ 91,573

$ 98,988

$ 103,511

Portfolio turnover rateG

  88%A

85%

55%

79%

81%

70%

A Annualized

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

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

E Calculated based on average shares outstanding during the period.

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

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

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

I Amount represents less than $.001 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 5.64

$ 5.66

$ 5.26

$ 5.45

$ 5.18

$ 3.89

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .144

.307

.338

.368

.417

.422

Net realized and unrealized gain (loss)

  .126

.014

.396

(.170)

.287

1.264

Total from investment operations

  .270

.321

.734

.198

.704

1.686

Distributions from net investment income

  -

(.341)

(.334)

(.388)

(.435)

(.396)

Redemption fees added to paid in capital E

  - I

-I

-I

-I

.001

-I

Net asset value, end of period

$ 5.91

$ 5.64

$ 5.66

$ 5.26

$ 5.45

$ 5.18

Total ReturnB, C, D

  4.79%

5.70%

13.97%

3.72%

13.67%

43.46%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .93%A

.93%

.93%

.94%

.94%

.95%

Expenses net of fee waivers, if any

  .93%A

.92%

.93%

.94%

.94%

.95%

Expenses net of all reductions

  .93%A

.92%

.93%

.94%

.94%

.95%

Net investment income (loss)

  5.01%A

5.31%

5.98%

6.60%

7.59%

8.77%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 247,599

$ 280,444

$ 281,065

$ 220,333

$ 182,465

$ 181,377

Portfolio turnover rateG

  88%A

85%

55%

79%

81%

70%

A Annualized

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

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

E Calculated based on average shares outstanding during the period.

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

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

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

I Amount represents less than $.001 per share.

Financial Highlights - Initial Class R

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 5.78

$ 5.79

$ 5.37

$ 5.55

$ 5.27

$ 3.95

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .155

.330

.360

.391

.439

.440

Net realized and unrealized gain (loss)

  .125

.014

.407

(.171)

.288

1.286

Total from investment operations

  .280

.344

.767

.220

.727

1.726

Distributions from net investment income

  -

(.354)

(.347)

(.400)

(.448)

(.406)

Redemption fees added to paid in capital E

  - I

-I

-I

-I

.001

-I

Net asset value, end of period

$ 6.06

$ 5.78

$ 5.79

$ 5.37

$ 5.55

$ 5.27

Total ReturnB, C, D

  4.84%

5.97%

14.30%

4.05%

13.88%

43.82%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .68%A

.68%

.68%

.68%

.69%

.70%

Expenses net of fee waivers, if any

  .68%A

.67%

.68%

.68%

.68%

.70%

Expenses net of all reductions

  .68%A

.67%

.68%

.68%

.68%

.69%

Net investment income (loss)

  5.27%A

5.56%

6.23%

6.85%

7.84%

9.02%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 30,027

$ 29,558

$ 35,605

$ 31,627

$ 34,946

$ 34,080

Portfolio turnover rateG

  88%A

85%

55%

79%

81%

70%

A Annualized

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

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

E Calculated based on average shares outstanding during the period.

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

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

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

I Amount represents less than $.001 per share.

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

Semiannual Report

Financial Highlights - Service Class R

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 5.74

$ 5.75

$ 5.34

$ 5.52

$ 5.25

$ 3.94

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .151

.321

.352

.383

.433

.431

Net realized and unrealized gain (loss)

  .119

.018

.400

(.167)

.280

1.280

Total from investment operations

  .270

.339

.752

.216

.713

1.711

Distributions from net investment income

  -

(.349)

(.342)

(.396)

(.444)

(.401)

Redemption fees added to paid in capitalE

  -I

-I

-I

-I

.001

-I

Net asset value, end of period

$ 6.01

$ 5.74

$ 5.75

$ 5.34

$ 5.52

$ 5.25

Total ReturnB, C, D

  4.70%

5.92%

14.10%

3.99%

13.66%

43.56%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .78%A

.78%

.78%

.78%

.79%

.80%

Expenses net of fee waivers, if any

  .78%A

.77%

.78%

.78%

.78%

.80%

Expenses net of all reductions

  .78%A

.77%

.78%

.78%

.78%

.80%

Net investment income (loss)

  5.17%A

5.46%

6.13%

6.75%

7.74%

8.92%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 59,916

$ 58,042

$ 69,893

$ 63,557

$ 68,806

$ 47,873

Portfolio turnover rateG

  88%A

85%

55%

79%

81%

70%

A Annualized

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

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

E Calculated based on average shares outstanding during the period.

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

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

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

I Amount represents less than $.001 per share.

Financial Highlights - Service Class 2R

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 5.64

$ 5.65

$ 5.26

$ 5.45

$ 5.17

$ 3.89

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .144

.307

.340

.369

.415

.416

Net realized and unrealized gain (loss)

  .116

.023

.390

(.175)

.293

1.257

Total from investment operations

  .260

.330

.730

.194

.708

1.673

Distributions from net investment income

  -

(.340)

(.340)

(.384)

(.429)

(.393)

Redemption fees added to paid in capital E

  - I

-I

-I

-I

.001

-I

Net asset value, end of period

$ 5.90

$ 5.64

$ 5.65

$ 5.26

$ 5.45

$ 5.17

Total ReturnB, C, D

  4.61%

5.87%

13.90%

3.64%

13.79%

43.13%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .93%A

.93%

.93%

.93%

.94%

.95%

Expenses net of fee waivers, if any

  .93%A

.92%

.93%

.93%

.93%

.95%

Expenses net of all reductions

  .93%A

.92%

.93%

.93%

.93%

.94%

Net investment income (loss)

  5.02%A

5.31%

5.98%

6.60%

7.59%

8.77%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,473

$ 4,348

$ 4,019

$ 1,350

$ 1,543

$ 2,016

Portfolio turnover rateG

  88%A

85%

55%

79%

81%

70%

A Annualized

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

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

E Calculated based on average shares outstanding during the period.

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

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

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

I Amount represents less than $.001 per share.

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

Semiannual Report

Financial Highlights - Investor Class

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 5.78

$ 5.79

$ 5.37

$ 5.56

$ 5.27

$ 3.96

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .154

.327

.358

.388

.437

.441

Net realized and unrealized gain (loss)

  .126

.016

.407

(.180)

.298

1.274

Total from investment operations

  .280

.343

.765

.208

.735

1.715

Distributions from net investment income

  -

(.353)

(.345)

(.398)

(.446)

(.405)

Redemption fees added to paid in capitalE

  - I

- I

- I

- I

.001

- I

Net asset value, end of period

$ 6.06

$ 5.78

$ 5.79

$ 5.37

$ 5.56

$ 5.27

Total ReturnB, C, D

  4.84%

5.95%

14.26%

3.82%

14.04%

43.43%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .71%A

.71%

.71%

.72%

.73%

.73%

Expenses net of fee waivers, if any

  .71%A

.71%

.71%

.72%

.72%

.73%

Expenses net of all reductions

  .71%A

.71%

.71%

.72%

.72%

.73%

Net investment income (loss)

  5.23%A

5.52%

6.20%

6.82%

7.81%

8.99%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 571,728

$ 499,630

$ 438,772

$ 284,370

$ 244,738

$ 182,806

Portfolio turnover rateG

  88%A

85%

55%

79%

81%

70%

A Annualized

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

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

E Calculated based on average shares outstanding during the period.

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

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

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

I Amount represents less than $.001 per share.

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

Semiannual Report


Notes to Financial Statements

For the period ended June 30, 2014 (Unaudited)

1. Organization.

VIP High Income Portfolio (the Fund) is a fund of Variable Insurance Products Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares, Initial Class R shares, Service Class R shares, Service Class 2R shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class.

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 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 the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of June 30, 2014, is included at the end of the Fund's Schedule of Investments.

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

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

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

Gross unrealized appreciation

$ 59,891,397

Gross unrealized depreciation

(3,274,562)

Net unrealized appreciation (depreciation) on securities and other investments

$ 56,616,835

 

 

Tax cost

$ 1,524,283,394

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

loss carryforward information presented below, including any applicable limitation, is estimated as of prior fiscal period end and is subject to adjustment.

Fiscal year of expiration

 

2017

$ (58,936,967)

Trading (Redemption) Fees. Initial Class R shares, Service Class R shares and Service Class 2R shares held by investors less than 60 days may be subject to a redemption fee equal to 1% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $693,723,735 and $656,051,187, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .11% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .56% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate 12b-1 Plans for each Service Class of shares. Each Service Class pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, a service fee. For the period, the service fee is based on an annual rate of .10% of Service Class' and Service Class R's average net assets and .25% of Service Class 2's and Service Class 2R's average net assets.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

For the period, total fees, all of which were re-allowed to insurance companies for the distribution of shares and providing shareholder support services were as follows:

Service Class

$ 33,804

Service Class 2

335,152

Service Class R

29,673

Service Class 2 R

5,759

 

$ 404,388

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class) pays a fee for transfer agent services, typesetting, printing and mailing of shareholder reports, excluding mailing of proxy statements and out of pocket expenses, equal to an annual rate of .07% (.10% for Investor Class) of average net assets. For the period, transfer agent fees for each class, including out of pocket expenses, were as follows:

Initial Class

$ 209,711

Service Class

23,752

Service Class 2

93,470

Initial Class R

10,106

Service Class R

20,194

Service Class 2R

1,567

Investor Class

280,587

 

$ 639,387

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

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,410 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $712.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30, 2014

Year ended
December 31, 2013

From net investment income

 

 

Initial Class

$ -

$ 33,473,820

Service Class

-

3,969,791

Service Class 2

-

16,115,842

Initial Class R

-

1,722,419

Service Class R

-

3,349,920

Service Class 2R

-

230,462

Investor Class

-

28,059,622

Total

$ -

$ 86,921,876

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
June 30, 2014

Year ended
December 31, 2013

Six months ended
June 30, 2014

Year ended
December 31, 2013

Initial Class

 

 

 

 

Shares sold

5,135,576

14,039,906

$ 30,535,505

$ 83,416,151

Reinvestment of distributions

-

5,790,037

-

33,473,820

Shares redeemed

(8,717,004)

(23,058,485)

(51,764,852)

(136,983,639)

Net increase (decrease)

(3,581,428)

(3,228,542)

$ (21,229,347)

$ (20,093,668)

Service Class

 

 

 

 

Shares sold

154,718

929,486

$ 917,055

$ 5,521,007

Reinvestment of distributions

-

690,233

-

3,969,791

Shares redeemed

(1,021,066)

(3,064,824)

(6,019,674)

(18,085,383)

Net increase (decrease)

(866,348)

(1,445,105)

$ (5,102,619)

$ (8,594,585)

Service Class 2

 

 

 

 

Shares sold

4,283,437

20,103,362

$ 24,787,533

$ 116,574,992

Reinvestment of distributions

-

2,866,946

-

16,115,842

Shares redeemed

(12,076,406)

(22,951,503)

(69,884,631)

(132,172,105)

Net increase (decrease)

(7,792,969)

18,805

$ (45,097,098)

$ 518,729

Initial Class R

 

 

 

 

Shares sold

187,809

852,998

$ 1,113,381

$ 5,061,609

Reinvestment of distributions

-

298,955

-

1,722,419

Shares redeemed

(346,271)

(2,192,612)

(2,044,567)

(12,973,240)

Net increase (decrease)

(158,462)

(1,040,659)

$ (931,186)

$ (6,189,212)

Service Class R

 

 

 

 

Shares sold

302,302

5,190,571

$ 1,768,937

$ 30,731,567

Reinvestment of distributions

-

585,519

-

3,349,920

Shares redeemed

(452,284)

(7,823,949)

(2,663,456)

(46,022,233)

Net increase (decrease)

(149,982)

(2,047,859)

$ (894,519)

$ (11,940,746)

Service Class 2R

 

 

 

 

Shares sold

389,193

995,220

$ 2,251,939

$ 5,809,165

Reinvestment of distributions

-

40,999

-

230,462

Shares redeemed

(233,183)

(976,234)

(1,329,887)

(5,617,855)

Net increase (decrease)

156,010

59,985

$ 922,052

$ 421,772

Investor Class

 

 

 

 

Shares sold

10,936,048

25,574,430

$ 64,457,540

$ 151,658,997

Reinvestment of distributions

-

4,870,500

-

28,059,622

Shares redeemed

(3,012,061)

(19,845,132)

(17,977,235)

(117,522,548)

Net increase (decrease)

7,923,987

10,599,798

$ 46,480,305

$ 62,196,071

10. Other.

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

At the end of the period, the investment adviser or its affiliates were the owners of record of 42% of the total outstanding shares of the Fund and one otherwise unaffiliated shareholder was the owner of record of 15% of the total outstanding shares of the Fund.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

The Bank of New York Mellon
New York, NY

VIPHI-SANN-0814
1.705694.116

Fidelity® Variable Insurance Products:
Value Portfolio

Semiannual Report

June 30, 2014

(Fidelity Cover Art)


Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

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

Fidelity Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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. © 2014 FMR LLC. All rights reserved.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2014 to June 30, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

 

Annualized
Expense Ratio
B

Beginning
Account Value
January 1, 2014

Ending
Account Value
June 30, 2014

Expenses Paid
During Period
*
January 1, 2014
to June 30, 2014

Initial Class

.69%

 

 

 

Actual

 

$ 1,000.00

$ 1,076.50

$ 3.55

HypotheticalA

 

$ 1,000.00

$ 1,021.37

$ 3.46

Service Class

.79%

 

 

 

Actual

 

$ 1,000.00

$ 1,075.90

$ 4.07

HypotheticalA

 

$ 1,000.00

$ 1,020.88

$ 3.96

Service Class 2

.94%

 

 

 

Actual

 

$ 1,000.00

$ 1,074.50

$ 4.84

HypotheticalA

 

$ 1,000.00

$ 1,020.13

$ 4.71

Investor Class

.77%

 

 

 

Actual

 

$ 1,000.00

$ 1,075.20

$ 3.96

HypotheticalA

 

$ 1,000.00

$ 1,020.98

$ 3.86

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report


Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

JPMorgan Chase & Co.

3.3

3.7

Chevron Corp.

3.0

3.2

Citigroup, Inc.

2.7

2.7

Berkshire Hathaway, Inc. Class B

2.6

1.5

Bank of America Corp.

2.2

2.8

U.S. Bancorp

1.8

2.2

General Electric Co.

1.7

2.5

British American Tobacco PLC sponsored ADR

1.6

0.5

Covidien PLC

1.6

0.0

Occidental Petroleum Corp.

1.5

1.7

 

22.0

Top Five Market Sectors as of June 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

29.0

27.6

Energy

14.4

14.2

Health Care

12.9

12.0

Information Technology

9.6

11.8

Industrials

8.7

9.6

Asset Allocation (% of fund's net assets)

As of June 30, 2014*

As of December 31, 2013**

vip1425877

Stocks 98.5%

 

vip1425877

Stocks 97.9%

 

vip1425882

Short-Term
Investments and
Net Other Assets
(Liabilities) 1.5%

 

vip1425882

Short-Term
Investments and
Net Other Assets
(Liabilities) 2.1%

 

* Foreign investments

20.5%

 

** Foreign investments

16.9%

 

vip1425948

Semiannual Report


Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.5%

Shares

Value

CONSUMER DISCRETIONARY - 8.4%

Auto Components - 1.2%

Delphi Automotive PLC

19,300

$ 1,326,682

Visteon Corp. (a)

21,300

2,066,313

 

3,392,995

Diversified Consumer Services - 0.7%

Houghton Mifflin Harcourt Co.

106,900

2,048,204

Hotels, Restaurants & Leisure - 0.2%

Brinker International, Inc.

11,300

549,745

Household Durables - 1.0%

KB Home (d)

147,600

2,757,168

Media - 3.1%

CBS Corp. Class B

56,100

3,486,054

Lamar Advertising Co. Class A

41,500

2,199,500

Twenty-First Century Fox, Inc. Class A

77,100

2,710,065

 

8,395,619

Multiline Retail - 0.5%

Target Corp.

23,400

1,356,030

Specialty Retail - 1.7%

AutoZone, Inc. (a)

3,300

1,769,592

Lowe's Companies, Inc.

28,700

1,377,313

Office Depot, Inc. (a)

241,600

1,374,704

 

4,521,609

TOTAL CONSUMER DISCRETIONARY

23,021,370

CONSUMER STAPLES - 6.7%

Food & Staples Retailing - 1.2%

Walgreen Co.

43,800

3,246,894

Food Products - 1.2%

Dean Foods Co.

108,800

1,913,792

Ingredion, Inc.

20,400

1,530,816

 

3,444,608

Household Products - 2.0%

Procter & Gamble Co.

44,800

3,520,832

Svenska Cellulosa AB (SCA) (B Shares)

72,000

1,876,092

 

5,396,924

Personal Products - 0.7%

Coty, Inc. Class A

118,500

2,029,905

Tobacco - 1.6%

British American Tobacco PLC sponsored ADR

36,400

4,334,512

TOTAL CONSUMER STAPLES

18,452,843

 

Shares

Value

ENERGY - 14.4%

Energy Equipment & Services - 1.8%

Cameron International Corp. (a)

11,916

$ 806,832

Halliburton Co.

57,800

4,104,378

 

4,911,210

Oil, Gas & Consumable Fuels - 12.6%

Anadarko Petroleum Corp.

26,500

2,900,955

Chevron Corp.

62,100

8,107,155

Cimarex Energy Co.

11,400

1,635,444

Energen Corp.

23,491

2,087,880

Imperial Oil Ltd.

70,300

3,704,577

Marathon Petroleum Corp.

31,700

2,474,819

Occidental Petroleum Corp.

41,198

4,228,151

Stone Energy Corp. (a)

4,200

196,518

Suncor Energy, Inc.

88,800

3,786,514

Tesoro Corp.

67,900

3,983,693

Whiting Petroleum Corp. (a)

17,300

1,388,325

 

34,494,031

TOTAL ENERGY

39,405,241

FINANCIALS - 29.0%

Banks - 10.4%

Bank of America Corp.

386,400

5,938,968

Barclays PLC sponsored ADR

87,032

1,271,538

Citigroup, Inc.

154,947

7,298,004

JPMorgan Chase & Co.

155,919

8,984,053

U.S. Bancorp

116,634

5,052,585

 

28,545,148

Capital Markets - 3.7%

Ameriprise Financial, Inc.

16,700

2,004,000

BlackRock, Inc. Class A

5,700

1,821,720

E*TRADE Financial Corp. (a)

73,000

1,551,980

KKR & Co. LP

95,600

2,325,948

UBS AG

138,308

2,535,810

 

10,239,458

Consumer Finance - 1.5%

Capital One Financial Corp.

49,300

4,072,180

Diversified Financial Services - 3.4%

Berkshire Hathaway, Inc. Class B (a)

57,600

7,289,856

The NASDAQ OMX Group, Inc.

53,500

2,066,170

 

9,356,026

Insurance - 7.3%

Allied World Assurance Co. Holdings Ltd.

44,700

1,699,494

Allstate Corp.

33,100

1,943,632

Fidelity National Financial, Inc. Class A

66,200

2,168,712

Primerica, Inc.

36,000

1,722,600

Prudential PLC

82,600

1,892,486

Reinsurance Group of America, Inc.

31,200

2,461,680

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

The Chubb Corp.

41,200

$ 3,797,404

The Travelers Companies, Inc.

44,900

4,223,743

 

19,909,751

Real Estate Investment Trusts - 2.2%

American Tower Corp.

22,900

2,060,542

Equity Lifestyle Properties, Inc.

47,900

2,115,264

Weyerhaeuser Co.

53,900

1,783,551

 

5,959,357

Real Estate Management & Development - 0.5%

Forest City Enterprises, Inc. Class A (a)

73,500

1,460,445

TOTAL FINANCIALS

79,542,365

HEALTH CARE - 12.9%

Biotechnology - 1.5%

Amgen, Inc.

24,800

2,935,576

United Therapeutics Corp. (a)

12,900

1,141,521

 

4,077,097

Health Care Equipment & Supplies - 1.6%

Covidien PLC

47,600

4,292,568

Health Care Providers & Services - 3.1%

Cigna Corp.

20,800

1,912,976

HCA Holdings, Inc. (a)

69,400

3,912,772

McKesson Corp.

14,439

2,688,686

 

8,514,434

Pharmaceuticals - 6.7%

Actavis PLC (a)

17,500

3,903,375

GlaxoSmithKline PLC sponsored ADR

52,900

2,829,092

Novartis AG sponsored ADR

43,700

3,956,161

Roche Holding AG (participation certificate)

9,235

2,751,632

Sanofi SA sponsored ADR

59,400

3,158,298

Teva Pharmaceutical Industries Ltd. sponsored ADR

36,900

1,934,298

 

18,532,856

TOTAL HEALTH CARE

35,416,955

INDUSTRIALS - 8.7%

Aerospace & Defense - 2.8%

Curtiss-Wright Corp.

37,400

2,451,944

Meggitt PLC

197,137

1,707,144

United Technologies Corp.

30,468

3,517,531

 

7,676,619

Commercial Services & Supplies - 0.8%

Iron Mountain, Inc.

65,700

2,329,065

 

Shares

Value

Construction & Engineering - 1.5%

Jacobs Engineering Group, Inc. (a)

35,600

$ 1,896,768

URS Corp.

50,500

2,315,425

 

4,212,193

Industrial Conglomerates - 1.7%

General Electric Co.

175,248

4,605,517

Machinery - 1.2%

Stanley Black & Decker, Inc.

21,700

1,905,694

Valmont Industries, Inc.

9,100

1,382,745

 

3,288,439

Trading Companies & Distributors - 0.7%

AerCap Holdings NV (a)

41,300

1,891,540

TOTAL INDUSTRIALS

24,003,373

INFORMATION TECHNOLOGY - 9.6%

Communications Equipment - 1.0%

QUALCOMM, Inc.

35,500

2,811,600

Electronic Equipment & Components - 0.5%

TE Connectivity Ltd.

22,800

1,409,952

IT Services - 4.0%

Amdocs Ltd.

34,700

1,607,651

CGI Group, Inc. Class A (sub. vtg.) (a)

35,400

1,254,700

Computer Sciences Corp.

30,000

1,896,000

Global Payments, Inc.

37,600

2,739,160

Total System Services, Inc.

113,100

3,552,471

 

11,049,982

Software - 3.2%

Activision Blizzard, Inc.

79,300

1,768,390

Electronic Arts, Inc. (a)

53,100

1,904,697

Oracle Corp.

73,600

2,983,008

Synopsys, Inc. (a)

51,800

2,010,876

 

8,666,971

Technology Hardware, Storage & Peripherals - 0.9%

Apple, Inc.

26,800

2,490,524

TOTAL INFORMATION TECHNOLOGY

26,429,029

MATERIALS - 3.3%

Chemicals - 2.6%

Agrium, Inc.

19,100

1,749,707

Axiall Corp.

28,400

1,342,468

Eastman Chemical Co.

24,400

2,131,340

Methanex Corp.

29,700

1,836,192

 

7,059,707

Metals & Mining - 0.7%

Freeport-McMoRan Copper & Gold, Inc.

56,500

2,062,250

TOTAL MATERIALS

9,121,957

Common Stocks - continued

Shares

Value

TELECOMMUNICATION SERVICES - 0.5%

Wireless Telecommunication Services - 0.5%

Vodafone Group PLC sponsored ADR

40,172

$ 1,341,343

UTILITIES - 5.0%

Electric Utilities - 2.4%

Edison International

42,307

2,458,460

ITC Holdings Corp.

80,443

2,934,561

PPL Corp.

29,735

1,056,485

 

6,449,506

Multi-Utilities - 2.6%

DTE Energy Co.

29,600

2,304,952

NiSource, Inc.

55,800

2,195,172

Sempra Energy

25,500

2,670,105

 

7,170,229

TOTAL UTILITIES

13,619,735

TOTAL COMMON STOCKS

(Cost $228,890,601)


270,354,211

Money Market Funds - 2.0%

Shares

Value

Fidelity Cash Central Fund, 0.11% (b)

3,234,981

$ 3,234,981

Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)

2,279,200

2,279,200

TOTAL MONEY MARKET FUNDS

(Cost $5,514,181)


5,514,181

TOTAL INVESTMENT PORTFOLIO - 100.5%

(Cost $234,404,782)

275,868,392

NET OTHER ASSETS (LIABILITIES) - (0.5)%

(1,432,156)

NET ASSETS - 100%

$ 274,436,236

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 4,116

Fidelity Securities Lending Cash Central Fund

6,587

Total

$ 10,703

Other Information

The following is a summary of the inputs used, as of June 30, 2014, 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:

Consumer Discretionary

$ 23,021,370

$ 23,021,370

$ -

$ -

Consumer Staples

18,452,843

18,452,843

-

-

Energy

39,405,241

39,405,241

-

-

Financials

79,542,365

75,114,069

4,428,296

-

Health Care

35,416,955

32,665,323

2,751,632

-

Industrials

24,003,373

24,003,373

-

-

Information Technology

26,429,029

26,429,029

-

-

Materials

9,121,957

9,121,957

-

-

Telecommunication Services

1,341,343

1,341,343

-

-

Utilities

13,619,735

13,619,735

-

-

Money Market Funds

5,514,181

5,514,181

-

-

Total Investments in Securities:

$ 275,868,392

$ 268,688,464

$ 7,179,928

$ -

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

United States of America

79.5%

United Kingdom

4.9%

Switzerland

4.4%

Canada

4.4%

Ireland

3.0%

France

1.2%

Others (Individually Less Than 1%)

2.6%

 

100.0%

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

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

  

June 30, 2014 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $2,211,712) - See accompanying schedule:

Unaffiliated issuers (cost $228,890,601)

$ 270,354,211

 

Fidelity Central Funds (cost $5,514,181)

5,514,181

 

Total Investments (cost $234,404,782)

 

$ 275,868,392

Cash

 

45,150

Foreign currency held at value (cost $79)

80

Receivable for investments sold

20,376,049

Receivable for fund shares sold

259,649

Dividends receivable

444,113

Distributions receivable from Fidelity Central Funds

2,452

Other receivables

179

Total assets

296,996,064

 

 

 

Liabilities

Payable for investments purchased

$ 20,082,829

Payable for fund shares redeemed

10,235

Accrued management fee

123,946

Distribution and service plan fees payable

1,408

Other affiliated payables

33,141

Other payables and accrued expenses

29,069

Collateral on securities loaned, at value

2,279,200

Total liabilities

22,559,828

 

 

 

Net Assets

$ 274,436,236

Net Assets consist of:

 

Paid in capital

$ 216,677,693

Undistributed net investment income

2,451,024

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

13,843,832

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

41,463,687

Net Assets

$ 274,436,236

Statement of Assets and Liabilities - continued

  

June 30, 2014 (Unaudited)

 

 

 

Initial Class:
Net Asset Value
, offering price and redemption price per share ($125,208,036 ÷ 7,759,346 shares)

$ 16.14

 

 

 

Service Class:
Net Asset Value
, offering price and redemption price per share ($226,186 ÷ 14,025 shares)

$ 16.13

 

 

 

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($6,517,341 ÷ 408,068 shares)

$ 15.97

 

 

 

Investor Class:
Net Asset Value
, offering price and redemption price per share ($142,484,673 ÷ 8,842,102 shares)

$ 16.11

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

 

  

  

Investment Income

  

  

Dividends

 

$ 2,482,499

Special dividends

 

846,171

Income from Fidelity Central Funds

 

10,703

Total income

 

3,339,373

 

 

 

Expenses

Management fee

$ 679,421

Transfer agent fees

134,706

Distribution and service plan fees

8,109

Accounting and security lending fees

48,151

Custodian fees and expenses

4,793

Independent trustees' compensation

478

Audit

29,540

Legal

636

Miscellaneous

2,324

Total expenses before reductions

908,158

Expense reductions

(4)

908,154

Net investment income (loss)

2,431,219

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

14,235,597

Foreign currency transactions

(5,930)

Total net realized gain (loss)

 

14,229,667

Change in net unrealized appreciation (depreciation) on:

Investment securities

2,047,304

Assets and liabilities in foreign currencies

101

Total change in net unrealized appreciation (depreciation)

 

2,047,405

Net gain (loss)

16,277,072

Net increase (decrease) in net assets resulting from operations

$ 18,708,291

Statement of Changes in Net Assets

  

Six months ended
June 30, 2014
(Unaudited)

Year ended
December 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 2,431,219

$ 2,336,289

Net realized gain (loss)

14,229,667

23,890,866

Change in net unrealized appreciation (depreciation)

2,047,405

26,021,968

Net increase (decrease) in net assets resulting from operations

18,708,291

52,249,123

Distributions to shareholders from net investment income

-

(2,294,348)

Distributions to shareholders from net realized gain

(2,822,977)

(17,534,055)

Total distributions

(2,822,977)

(19,828,403)

Share transactions - net increase (decrease)

26,590,703

51,029,038

Total increase (decrease) in net assets

42,476,017

83,449,758

 

 

 

Net Assets

Beginning of period

231,960,219

148,510,461

End of period (including undistributed net investment income of $2,451,024 and undistributed net investment income of $19,805, respectively)

$ 274,436,236

$ 231,960,219

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

Semiannual Report

Financial Highlights - Initial Class

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 15.18

$ 12.60

$ 10.60

$ 11.00

$ 9.47

$ 6.69

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .15H

.19

.20

.12

.13I

.07

Net realized and unrealized gain (loss)

  .99

3.84

2.01

(.40)

1.56

2.78

Total from investment operations

  1.14

4.03

2.21

(.28)

1.69

2.85

Distributions from net investment income

  -

(.17)

(.21)

(.12)

(.15)

(.07)

Distributions from net realized gain

  (.18)

(1.27)

-

-

(.01)

-

Total distributions

  (.18)

(1.45)K

(.21)

(.12)

(.16)

(.07)

Net asset value, end of period

$ 16.14

$ 15.18

$ 12.60

$ 10.60

$ 11.00

$ 9.47

Total ReturnB, C, D

  7.65%

32.46%

20.91%

(2.51)%

17.82%

42.66%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .69%A

.71%

.72%

.73%

.76%

.80%

Expenses net of fee waivers, if any

  .69%A

.70%

.72%

.72%

.75%

.80%

Expenses net of all reductions

  .69%A

.70%

.71%

.72%

.74%

.80%

Net investment income (loss)

  2.01%A, H

1.27%

1.70%

1.14%

1.33%I

.95%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 125,208

$ 115,004

$ 82,711

$ 82,980

$ 78,133

$ 64,198

Portfolio turnover rateG

  67%A

96%

106%

79%

160%

73%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.33%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .69%. JExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. KTotal distributions of $1.45 per share is comprised of distributions from net investment income of $.172 and distributions from net realized gain of $1.274 per share.

Financial Highlights - Service Class

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 15.18

$ 12.60

$ 10.60

$ 10.99

$ 9.46

$ 6.69

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .15H

.17

.19

.12

.12I

.06

Net realized and unrealized gain (loss)

  .98

3.84

2.01

(.40)

1.56

2.77

Total from investment operations

  1.13

4.01

2.20

(.28)

1.68

2.83

Distributions from net investment income

  -

(.15)

(.20)

(.11)

(.14)

(.06)

Distributions from net realized gain

  (.18)

(1.27)

-

-

(.01)

-

Total distributions

  (.18)

(1.43)K

(.20)

(.11)

(.15)

(.06)

Net asset value, end of period

$ 16.13

$ 15.18

$ 12.60

$ 10.60

$ 10.99

$ 9.46

Total ReturnB, C, D

  7.59%

32.29%

20.80%

(2.55)%

17.73%

42.35%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .79%A

.80%

.81%

.81%

.84%

.91%

Expenses net of fee waivers, if any

  .79%A

.80%

.81%

.81%

.83%

.91%

Expenses net of all reductions

  .79%A

.79%

.80%

.81%

.83%

.90%

Net investment income (loss)

  1.91%A, H

1.18%

1.61%

1.05%

1.24%I

.84%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 226

$ 214

$ 211

$ 194

$ 258

$ 251

Portfolio turnover rateG

  67%A

96%

106%

79%

160%

73%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.23%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .61%. JExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. KTotal distributions of $1.43 per share is comprised of distributions from net investment income of $.152 and distributions from net realized gain of $1.274 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 15.05

$ 12.50

$ 10.52

$ 10.90

$ 9.38

$ 6.63

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .13H

.15

.17

.10

.11I

.05

Net realized and unrealized gain (loss)

  .97

3.81

1.99

(.39)

1.53

2.75

Total from investment operations

  1.10

3.96

2.16

(.29)

1.64

2.80

Distributions from net investment income

  -

(.14)

(.18)

(.09)

(.11)

(.05)

Distributions from net realized gain

  (.18)

(1.27)

-

-

(.01)

-

Total distributions

  (.18)

(1.41)

(.18)

(.09)

(.12)

(.05)

Net asset value, end of period

$ 15.97

$ 15.05

$ 12.50

$ 10.52

$ 10.90

$ 9.38

Total ReturnB, C, D

  7.45%

32.18%

20.55%

(2.68)%

17.52%

42.32%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .94%A

.96%

.98%

.98%

1.00%

1.05%

Expenses net of fee waivers, if any

  .94%A

.96%

.98%

.97%

1.00%

1.05%

Expenses net of all reductions

  .94%A

.95%

.97%

.97%

.99%

1.05%

Net investment income (loss)

  1.76%A, H

1.01%

1.45%

.89%

1.08%I

.70%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 6,517

$ 5,831

$ 3,736

$ 3,202

$ 8,652

$ 8,277

Portfolio turnover rateG

  67%A

96%

106%

79%

160%

73%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.08%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .45%. JExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

Financial Highlights - Investor Class

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 15.17

$ 12.59

$ 10.59

$ 10.99

$ 9.46

$ 6.69

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .15H

.18

.19

.12

.12I

.07

Net realized and unrealized gain (loss)

  .97

3.84

2.01

(.41)

1.56

2.77

Total from investment operations

  1.12

4.02

2.20

(.29)

1.68

2.84

Distributions from net investment income

  -

(.16)

(.20)

(.11)

(.14)

(.07)

Distributions from net realized gain

  (.18)

(1.27)

-

-

(.01)

-

Total distributions

  (.18)

(1.44)K

(.20)

(.11)

(.15)

(.07)

Net asset value, end of period

$ 16.11

$ 15.17

$ 12.59

$ 10.59

$ 10.99

$ 9.46

Total ReturnB, C, D

  7.52%

32.42%

20.83%

(2.59)%

17.74%

42.41%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .77%A

.78%

.80%

.80%

.83%

.89%

Expenses net of fee waivers, if any

  .77%A

.78%

.80%

.80%

.83%

.89%

Expenses net of all reductions

  .77%A

.78%

.79%

.80%

.82%

.88%

Net investment income (loss)

  1.94%A, H

1.19%

1.62%

1.06%

1.25%I

.86%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 142,485

$ 110,911

$ 61,852

$ 58,025

$ 64,242

$ 56,380

Portfolio turnover rateG

  67%A

96%

106%

79%

160%

73%

AAnnualized BTotal returns for periods of less than one year are not annualized. CTotal returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. DTotal returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ECalculated based on average shares outstanding during the period. FFees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. GAmount does not include the portfolio activity of any underlying Fidelity Central Funds. HInvestment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.25%. IInvestment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .61%. JExpense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. KTotal distributions of $1.44 per share is comprised of distributions from net investment income of $.163 and distributions from net realized gain of $1.274 per share.

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

Semiannual Report


Notes to Financial Statements

For the period ended June 30, 2014 (Unaudited)

1. Organization.

VIP Value Portfolio (the Fund) is a fund of Variable Insurance Products Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class.

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when 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 the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of June 30, 2014 is included at the end of the Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Large non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. 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, partnerships, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 42,648,260

Gross unrealized depreciation

(1,555,220)

Net unrealized appreciation (depreciation) on securities and other investments

$ 41,093,040

 

 

Tax cost

$ 234,775,352

Semiannual Report

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $108,132,287 and $80,972,829, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .55% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate 12b-1 Plans for each Service Class of shares. Each Service Class pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, a service fee. For the period, the service fee is based on an annual rate of .10% of Service Class' average net assets and .25% of Service Class 2's average net assets.

For the period, total fees, all of which were re-allowed to insurance companies for the distribution of shares and providing shareholder support services were as follows:

Service Class

$ 109

Service Class 2

8,000

 

$ 8,109

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class) pays a fee for transfer agent services, typesetting, printing and mailing of shareholder reports, excluding mailing of proxy statements and out of pocket expenses, equal to an annual rate of .07% ( .15% for Investor Class) of average net assets. For the period, transfer agent fees for each class, including out of pocket expenses, were as follows:

Initial Class

$ 41,849

Service Class

76

Service Class 2

2,340

Investor Class

90,441

 

$ 134,706

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $4,173 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $210 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Security Lending - continued

apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $6,587. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $4.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30, 2014

Year ended
December 31, 2013

From net investment income

 

 

Initial Class

$ -

$ 1,155,945

Service Class

-

1,953

Service Class 2

-

47,170

Investor Class

-

1,089,280

Total

$ -

$ 2,294,348

From net realized gain

 

 

Initial Class

$ 1,398,897

$ 8,562,059

Service Class

2,578

16,366

Service Class 2

71,010

441,871

Investor Class

1,350,492

8,513,759

Total

$ 2,822,977

$ 17,534,055

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
June 30,
2014

Year ended
December 31,
2013

Six months ended
June 30,
2014

Year ended
December 31,
2013

Initial Class

 

 

 

 

Shares sold

702,534

1,950,146

$ 10,771,974

$ 28,708,696

Reinvestment of distributions

95,488

668,363

1,398,897

9,718,004

Shares redeemed

(613,233)

(1,608,838)

(9,391,511)

(23,715,531)

Net increase (decrease)

184,789

1,009,671

$ 2,779,360

$ 14,711,169

Service Class

 

 

 

 

Shares sold

11

845

$ 172

$ 12,321

Reinvestment of distributions

176

1,260

2,578

18,319

Shares redeemed

(256)

(4,799)

(3,983)

(75,686)

Net increase (decrease)

(69)

(2,694)

$ (1,233)

$ (45,046)

Service Class 2

 

 

 

 

Shares sold

137,033

196,960

$ 2,074,627

$ 2,818,674

Reinvestment of distributions

4,890

33,938

71,010

489,041

Shares redeemed

(121,348)

(142,285)

(1,888,720)

(2,062,350)

Net increase (decrease)

20,575

88,613

$ 256,917

$ 1,245,365

Investor Class

 

 

 

 

Shares sold

1,886,044

2,819,642

$ 28,982,677

$ 41,243,193

Reinvestment of distributions

92,247

661,366

1,350,492

9,603,039

Shares redeemed

(448,196)

(1,081,471)

(6,777,510)

(15,728,682)

Net increase (decrease)

1,530,095

2,399,537

$ 23,555,659

$ 35,117,550

Semiannual Report

11. Other.

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

At the end of the period, the VIP Freedom 2020 Portfolio was the owner of record of approximately 16% of the total outstanding shares of the Fund. The VIP Freedom Funds and VIP Investor Freedom Funds were the owners of record, in the aggregate, of approximately 51% of the total outstanding shares of the Fund. In addition, the investment adviser or its affiliates were the owners of record of 45% of the total outstanding shares of the Fund.

Semiannual Report


Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank and Trust Company
Quincy, MA

VIPVAL-SANN-0814
1.761034.113

Fidelity® Variable Insurance Products:

High Income Portfolio - Class R

Semiannual Report

June 30, 2014

(Fidelity Cover Art)


Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

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

Fidelity Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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. © 2014 FMR LLC. All rights reserved.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2014 to June 30, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Annualized
Expense Ratio
B

Beginning
Account Value
January 1, 2014

Ending
Account Value
June 30, 2014

Expenses Paid
During Period
*
January 1, 2014
to June 30, 2014

Initial Class

.68%

 

 

 

Actual

 

$ 1,000.00

$ 1,050.00

$ 3.46

HypotheticalA

 

$ 1,000.00

$ 1,021.42

$ 3.41

Service Class

.78%

 

 

 

Actual

 

$ 1,000.00

$ 1,048.50

$ 3.96

HypotheticalA

 

$ 1,000.00

$ 1,020.93

$ 3.91

Service Class 2

.93%

 

 

 

Actual

 

$ 1,000.00

$ 1,047.90

$ 4.72

HypotheticalA

 

$ 1,000.00

$ 1,020.18

$ 4.66

Initial Class R

.68%

 

 

 

Actual

 

$ 1,000.00

$ 1,048.40

$ 3.45

HypotheticalA

 

$ 1,000.00

$ 1,021.42

$ 3.41

Service Class R

.78%

 

 

 

Actual

 

$ 1,000.00

$ 1,047.00

$ 3.96

HypotheticalA

 

$ 1,000.00

$ 1,020.93

$ 3.91

Service Class 2R

.93%

 

 

 

Actual

 

$ 1,000.00

$ 1,046.10

$ 4.72

HypotheticalA

 

$ 1,000.00

$ 1,020.18

$ 4.66

Investor Class

.71%

 

 

 

Actual

 

$ 1,000.00

$ 1,048.40

$ 3.61

HypotheticalA

 

$ 1,000.00

$ 1,021.27

$ 3.56

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report


Investment Changes (Unaudited)

Top Five Holdings as of June 30, 2014

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Alcatel-Lucent U.S.A., Inc.

2.3

1.2

Clear Channel Communications, Inc.

2.0

0.6

Icahn Enterprises LP/Icahn Enterprises Finance Corp.

1.7

1.5

SLM Corp.

1.7

1.0

APX Group, Inc.

1.6

1.2

 

9.3

Top Five Market Sectors as of June 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Energy

11.7

12.9

Telecommunications

9.2

7.3

Diversified Financial Services

7.7

6.0

Technology

7.4

9.0

Healthcare

6.4

4.8

Quality Diversification (% of fund's net assets)

As of June 30, 2014

As of December 31, 2013

vip1425877

BBB 1.0%

 

vip1425877

BBB 1.1%

 

vip1425904

BB 34.1%

 

vip1425904

BB 35.8%

 

vip1425907

B 43.0%

 

vip1425907

B 43.2%

 

vip1425910

CCC,CC,C 17.0%

 

vip1425910

CCC,CC,C 14.7%

 

vip1425913

Not Rated 1.4%

 

vip1425913

Not Rated 0.6%

 

vip1425916

Equities 0.4%

 

vip1425916

Equities 0.0%

 

vip1425882

Short-Term
Investments and
Net Other Assets 3.1%

 

vip1425882

Short-Term
Investments and
Net Other Assets 4.6%

 

vip1425969

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

Asset Allocation (% of fund's net assets)

As of June 30, 2014 *

As of December 31, 2013 **

vip1425877

Nonconvertible
Bonds 84.3%

 

vip1425877

Nonconvertible
Bonds 89.3%

 

vip1425907

Convertible Bonds,
Preferred Stocks 0.4%

 

vip1425926

Convertible Bonds,
Preferred Stocks 0.0%

 

vip1425910

Bank Loan
Obligations 11.0%

 

vip1425910

Bank Loan
Obligations 5.8%

 

vip1425930

Other Investments 1.2%

 

vip1425930

Other Investments 0.3%

 

vip1425916

Common Stocks 0.0%

 

vip1425916

Common Stocks 0.0%

 

vip1425882

Short-Term
Investments and
Net Other Assets
(Liabilities) 3.1%

 

vip1425882

Short-Term
Investments and
Net Other Assets
(Liabilities) 4.6%

 

* Foreign investments

22.0%

 

** Foreign investments

20.8%

 

vip1425983

Amount represents less than 0.1%

Semiannual Report


Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 84.3%

 

Principal
Amount

Value

Aerospace - 0.9%

TransDigm, Inc.:

5.5% 10/15/20

$ 7,785,000

$ 7,912,674

6% 7/15/22 (d)

1,545,000

1,587,488

6.5% 7/15/24 (d)

1,520,000

1,582,700

Triumph Group, Inc.:

4.875% 4/1/21

2,210,000

2,204,475

5.25% 6/1/22 (d)

655,000

656,638

 

13,943,975

Air Transportation - 3.2%

Air Canada:

6.625% 5/15/18 (d)

4,995,000

5,170,824

7.75% 4/15/21 (d)

4,185,000

4,446,563

Allegiant Travel Co. 5.5% 7/15/19

495,000

503,044

American Airlines, Inc. pass-thru certificates Series 2013-1B Class B, 5.625% 1/15/21 (d)

480,502

497,319

Continental Airlines, Inc.:

pass-thru trust certificates 9.798% 4/1/21

2,687,460

3,090,578

5.5% 4/29/22

2,867,570

2,996,611

6.125% 4/29/18 (d)

520,000

556,400

9.25% 5/10/17

592,300

666,337

Delta Air Lines, Inc. pass-thru trust certificates:

6.375% 7/2/17 (d)

1,985,000

2,123,950

6.75% 5/23/17

1,985,000

2,123,950

8.021% 8/10/22

1,462,738

1,711,403

8.954% 8/10/14

1,144,613

1,153,197

Northwest Airlines, Inc. pass-thru trust certificates 8.028% 11/1/17

536,518

606,909

U.S. Airways Group, Inc. 6.125% 6/1/18

3,130,000

3,306,063

U.S. Airways pass-thru certificates:

Series 2012-2C, 5.45% 6/3/18

3,565,000

3,680,863

Series 2013-1 Class B, 5.375% 5/15/23

710,000

734,850

United Air Lines, Inc. pass-thru trust certificates:

Class B, 7.336% 7/2/19

2,348,273

2,583,101

9.75% 1/15/17

1,469,384

1,682,444

12% 1/15/16 (d)

392,683

444,714

United Continental Holdings, Inc.:

6% 12/1/20

4,505,000

4,707,725

6% 7/15/26

4,610,000

4,494,750

6% 7/15/28

3,050,000

2,935,625

6.375% 6/1/18

300,000

324,000

 

50,541,220

Automotive - 2.2%

American Axle & Manufacturing, Inc.:

5.125% 2/15/19

575,000

603,750

6.25% 3/15/21

6,980,000

7,503,500

 

 

Principal
Amount

Value

Chrysler Group LLC/CG Co-Issuer, Inc. 8% 6/15/19

$ 8,460,000

$ 9,189,675

Dana Holding Corp.:

6% 9/15/23

1,085,000

1,150,100

6.75% 2/15/21

1,710,000

1,844,663

General Motors Co. 3.5% 10/2/18 (d)

2,455,000

2,510,238

General Motors Financial Co., Inc.:

3.25% 5/15/18

2,670,000

2,710,050

4.75% 8/15/17

2,270,000

2,414,713

Schaeffler Finance BV 4.25% 5/15/21 (d)

2,350,000

2,354,113

Schaeffler Holding Finance BV 6.875% 8/15/18 pay-in-kind (d)(g)

4,625,000

4,873,594

 

35,154,396

Banks & Thrifts - 0.9%

Ally Financial, Inc. 4.75% 9/10/18

2,050,000

2,175,563

GMAC LLC 8% 12/31/18

2,465,000

2,927,188

Ocwen Financial Corp. 6.625% 5/15/19 (d)

3,325,000

3,433,063

Royal Bank of Scotland Group PLC:

5.125% 5/28/24

3,865,000

3,922,337

6% 12/19/23

385,000

416,046

Synovus Financial Corp.:

5.125% 6/15/17

395,000

411,788

7.875% 2/15/19

628,000

719,060

 

14,005,045

Broadcasting - 1.7%

Clear Channel Communications, Inc.:

5.5% 12/15/16

14,830,000

14,607,550

9% 12/15/19

2,255,000

2,404,394

10% 1/15/18 (d)

5,510,000

5,324,038

Starz LLC/Starz Finance Corp. 5% 9/15/19

4,990,000

5,195,838

 

27,531,820

Building Materials - 2.0%

Building Materials Corp. of America:

6.75% 5/1/21 (d)

3,680,000

3,965,200

6.875% 8/15/18 (d)

4,490,000

4,656,130

Building Materials Holding Corp. 9% 9/15/18 (d)

4,410,000

4,751,775

CEMEX Finance LLC 6% 4/1/24 (d)

2,170,000

2,259,513

CEMEX S.A.B. de CV 6.5% 12/10/19 (d)

1,365,000

1,462,256

HD Supply, Inc. 7.5% 7/15/20

7,655,000

8,363,088

Headwaters, Inc.:

7.25% 1/15/19 (d)

905,000

957,038

7.625% 4/1/19

2,525,000

2,695,438

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Building Materials - continued

Masco Corp. 5.95% 3/15/22

$ 1,815,000

$ 2,005,575

U.S. Concrete, Inc. 8.5% 12/1/18 (d)

1,160,000

1,255,700

 

32,371,713

Cable TV - 2.4%

Altice S.A. 7.75% 5/15/22 (d)

4,515,000

4,819,763

Cablevision Systems Corp. 7.75% 4/15/18

740,000

836,200

Cequel Communications Escrow I LLC/Cequel Communications Escrow Capital Corp. 6.375% 9/15/20 (d)

3,395,000

3,607,188

Cequel Communications Holdings I LLC/Cequel Capital Corp. 5.125% 12/15/21 (d)

4,290,000

4,273,913

Cogeco Cable, Inc. 4.875% 5/1/20 (d)

710,000

718,875

DISH DBS Corp. 4.25% 4/1/18

1,705,000

1,773,200

Harron Communications LP/Harron Finance Corp. 9.125% 4/1/20 (d)

1,095,000

1,220,925

Numericable Group SA:

4.875% 5/15/19 (d)

2,630,000

2,699,038

6% 5/15/22 (d)

4,540,000

4,721,600

6.25% 5/15/24 (d)

895,000

934,156

RCN Telecom Services LLC/RCN Capital Corp. 8.5% 8/15/20 (d)

2,615,000

2,798,050

Wave Holdco LLC / Wave Holdco Corp. 8.25% 7/15/19 pay-in-kind (d)(g)

375,000

384,844

WaveDivision Escrow LLC/WaveDivision Escrow Corp. 8.125% 9/1/20 (d)

7,920,000

8,553,600

 

37,341,352

Capital Goods - 0.3%

Belden, Inc. 5.25% 7/15/24 (d)

400,000

403,000

J.B. Poindexter & Co., Inc. 9% 4/1/22 (d)

3,830,000

4,260,875

 

4,663,875

Chemicals - 2.2%

Kinove German Bondco GmbH 9.625% 6/15/18 (d)

4,374,000

4,712,985

LSB Industries, Inc. 7.75% 8/1/19

1,785,000

1,909,950

Nufarm Australia Ltd. 6.375% 10/15/19 (d)

3,140,000

3,285,225

Rockwood Specialties Group, Inc. 4.625% 10/15/20

2,850,000

2,956,875

Trinseo Materials Operating SCA/Trinseo Materials Finance, Inc. 8.75% 2/1/19

14,895,000

16,049,363

Tronox Finance LLC 6.375% 8/15/20

4,935,000

5,095,388

 

34,009,786

 

 

Principal
Amount

Value

Consumer Products - 0.3%

First Quality Finance Co., Inc. 4.625% 5/15/21 (d)

$ 5,415,000

$ 5,117,175

Containers - 3.1%

ARD Finance SA 11.125% 6/1/18 pay-in-kind (d)(g)

3,230,212

3,419,179

Ardagh Finance Holdings SA 8.625% 6/15/19 pay-in-kind (d)

1,080,000

1,108,519

Ardagh Packaging Finance PLC/Ardagh MP Holdings U.S.A., Inc.:

3.2132% 12/15/19 (d)(f)(g)

3,830,000

3,820,425

6% 6/30/21 (d)(f)

655,000

655,393

6.25% 1/31/19 (d)

910,000

932,750

6.75% 1/31/21 (d)

1,055,000

1,089,288

7% 11/15/20 (d)

874,412

905,016

Beverage Packaging Holdings II SA (Luxembourg) 6% 6/15/17 (d)

2,525,000

2,588,125

BOE Intermediate Holding Corp. 9.75% 11/1/17 pay-in-kind (d)(g)

2,242,276

2,315,150

Crown Americas LLC/Crown Americas Capital Corp. IV 4.5% 1/15/23

8,240,000

8,025,760

Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA:

5.75% 10/15/20

10,330,000

10,898,150

8.5% 5/15/18 (c)

6,290,000

6,580,913

9.875% 8/15/19

5,310,000

5,880,825

 

48,219,493

Diversified Financial Services - 6.9%

AerCap Ireland Capital Ltd. / AerCap Global Aviation Trust:

3.75% 5/15/19 (d)

3,220,000

3,244,150

4.5% 5/15/21 (d)

3,105,000

3,159,338

Aircastle Ltd.:

4.625% 12/15/18

1,245,000

1,282,350

5.125% 3/15/21

2,800,000

2,898,000

6.25% 12/1/19

1,740,000

1,905,300

6.75% 4/15/17

1,735,000

1,925,850

CIT Group, Inc.:

3.875% 2/19/19

2,525,000

2,532,323

5.25% 3/15/18

1,790,000

1,922,013

5.5% 2/15/19 (d)

2,850,000

3,088,688

CNH Industrial Capital LLC 3.375% 7/15/19 (d)

4,005,000

3,974,963

Cogent Communications Finance, Inc. 5.625% 4/15/21 (d)

1,125,000

1,116,563

FLY Leasing Ltd. 6.75% 12/15/20

4,590,000

4,888,350

Icahn Enterprises LP/Icahn Enterprises Finance Corp.:

3.5% 3/15/17

685,000

692,706

4.875% 3/15/19

7,080,000

7,292,400

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Diversified Financial Services - continued

Icahn Enterprises LP/Icahn Enterprises Finance Corp.: - continued

5.875% 2/1/22

$ 9,400,000

$ 9,846,500

6% 8/1/20

8,415,000

9,014,569

ILFC E-Capital Trust I 5.21% 12/21/65 (d)(g)

6,955,000

6,789,819

ILFC E-Capital Trust II 6.25% 12/21/65 (d)(g)

5,260,000

5,283,144

International Lease Finance Corp.:

4.625% 4/15/21

2,020,000

2,085,650

5.875% 4/1/19

5,485,000

6,033,500

5.875% 8/15/22

3,480,000

3,801,900

SLM Corp.:

4.875% 6/17/19

3,775,000

3,890,515

5.5% 1/15/19

12,695,000

13,380,530

5.5% 1/25/23

4,900,000

4,857,125

8% 3/25/20

1,565,000

1,809,531

8.45% 6/15/18

1,560,000

1,846,650

 

108,562,427

Diversified Media - 1.4%

Clear Channel Worldwide Holdings, Inc.:

6.5% 11/15/22

2,715,000

2,898,263

6.5% 11/15/22

4,990,000

5,376,725

MDC Partners, Inc. 6.75% 4/1/20 (d)

4,630,000

4,884,650

Nielsen Finance LLC/Nielsen Finance Co.:

4.5% 10/1/20

4,525,000

4,558,938

5% 4/15/22 (d)(f)

910,000

916,825

The Nielsen Co. S.a.r.l. (Luxembourg) 5.5% 10/1/21 (d)

3,610,000

3,727,325

 

22,362,726

Electric Utilities - 3.2%

Atlantic Power Corp. 9% 11/15/18

8,740,000

9,155,150

Global Partners LP / GLP Finance Corp. 6.25% 7/15/22 (d)

400,000

400,000

NRG Energy, Inc.:

6.25% 7/15/22 (d)

3,810,000

4,057,650

6.25% 5/1/24 (d)

4,745,000

4,958,525

7.625% 1/15/18

2,660,000

3,052,350

NSG Holdings II, LLC 7.75% 12/15/25 (d)

13,550,000

14,634,000

The AES Corp.:

4.875% 5/15/23

3,475,000

3,440,250

7.375% 7/1/21

9,660,000

11,302,200

 

51,000,125

 

 

Principal
Amount

Value

Energy - 10.8%

Access Midstream Partners LP/ACMP Finance Corp.:

4.875% 5/15/23

$ 4,265,000

$ 4,494,244

4.875% 3/15/24

1,005,000

1,061,531

Approach Resources, Inc. 7% 6/15/21

1,535,000

1,600,238

Basic Energy Services, Inc. 7.75% 2/15/19

615,000

651,900

Chesapeake Energy Corp.:

4.875% 4/15/22

2,615,000

2,706,525

6.125% 2/15/21

4,515,000

5,056,800

Chesapeake Midstream Partners LP/CHKM Finance Corp.:

5.875% 4/15/21

615,000

658,050

6.125% 7/15/22

1,745,000

1,928,225

Crestwood Midstream Partners LP/Crestwood Midstream Finance Corp.:

6.125% 3/1/22 (d)

1,175,000

1,236,688

7.75% 4/1/19

2,315,000

2,482,838

CVR Refining LLC/Coffeyville Finance, Inc. 6.5% 11/1/22

5,140,000

5,422,700

Denbury Resources, Inc. 6.375% 8/15/21

2,550,000

2,734,875

Endeavor Energy Resources LP/EER Finance, Inc. 7% 8/15/21 (d)

10,435,000

11,139,363

Energy Partners Ltd. 8.25% 2/15/18

4,350,000

4,654,500

EP Energy LLC/Everest Acquisition Finance, Inc. 7.75% 9/1/22

4,015,000

4,526,913

Everest Acquisition LLC/Everest Acquisition Finance, Inc.:

6.875% 5/1/19

995,000

1,058,431

9.375% 5/1/20

8,685,000

9,944,325

Expro Finance Luxembourg SCA 8.5% 12/15/16 (d)

3,312,000

3,461,040

Exterran Holdings, Inc. 7.25% 12/1/18

6,220,000

6,562,100

Exterran Partners LP/EXLP Finance Corp.:

6% 4/1/21

6,300,000

6,363,000

6% 10/1/22 (d)

1,770,000

1,796,550

Forbes Energy Services Ltd. 9% 6/15/19

5,725,000

5,939,688

Gibson Energy, Inc. 6.75% 7/15/21 (d)

3,635,000

3,934,888

Hilcorp Energy I LP/Hilcorp Finance Co. 5% 12/1/24 (d)(f)

1,675,000

1,675,000

Hornbeck Offshore Services, Inc.:

5% 3/1/21

1,880,000

1,875,300

5.875% 4/1/20

1,240,000

1,283,400

Kinder Morgan Holding Co. LLC 5.625% 11/15/23 (d)

1,270,000

1,304,925

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Energy - continued

NGL Energy Partners LP / NGL Energy Finance Corp. 5.125% 7/15/19 (d)(f)

$ 1,325,000

$ 1,328,313

Northern Tier Energy LLC/Northern Tier Finance Corp. 7.125% 11/15/20

6,070,000

6,578,363

Offshore Group Investment Ltd.:

7.125% 4/1/23

1,890,000

1,918,350

7.5% 11/1/19

9,295,000

9,829,463

Parsley Energy LLC/ Parsley 7.5% 2/15/22 (d)

5,550,000

5,924,625

Rice Energy, Inc. 6.25% 5/1/22 (d)

7,825,000

8,020,625

Rosetta Resources, Inc.:

5.625% 5/1/21

3,715,000

3,821,806

5.875% 6/1/24

940,000

977,600

Samson Investment Co. 10.75% 2/15/20 (d)

3,580,000

3,772,425

SemGroup Corp. 7.5% 6/15/21

2,775,000

3,038,625

Targa Resources Partners LP/Targa Resources Partners Finance Corp.:

4.25% 11/15/23

2,445,000

2,429,719

5.25% 5/1/23

4,876,000

5,095,420

6.375% 8/1/22

592,000

643,800

6.875% 2/1/21

2,840,000

3,074,300

Tesoro Logistics LP/Tesoro Logistics Finance Corp. 6.125% 10/15/21

855,000

912,713

Western Refining, Inc. 6.25% 4/1/21

7,485,000

7,821,825

Whiting Petroleum Corp.:

5% 3/15/19

4,610,000

4,852,025

5.75% 3/15/21

4,815,000

5,272,425

 

170,866,459

Entertainment/Film - 0.2%

NAI Entertainment Holdings LLC/NAI Entertainment Finance Corp. 5% 8/1/18 (d)

2,970,000

3,073,950

Environmental - 0.8%

ADS Waste Holdings, Inc. 8.25% 10/1/20

5,875,000

6,330,313

LBC Tank Terminals Holding Netherlands BV 6.875% 5/15/23 (d)

6,065,000

6,398,575

 

12,728,888

Food & Drug Retail - 1.1%

JBS Investments GmbH:

7.25% 4/3/24 (d)

1,815,000

1,887,600

7.75% 10/28/20 (d)

3,740,000

4,001,800

Minerva Luxmbourg SA 7.75% 1/31/23 (d)

2,430,000

2,600,100

SUPERVALU, Inc. 6.75% 6/1/21

8,560,000

8,816,800

 

17,306,300

 

 

Principal
Amount

Value

Food/Beverage/Tobacco - 2.0%

DS Waters of America, Inc. 10% 9/1/21 (d)

$ 1,485,000

$ 1,659,488

ESAL GmbH 6.25% 2/5/23 (d)

11,480,000

11,307,800

FAGE Dairy Industry SA/FAGE U.S.A. Dairy Industry, Inc. 9.875% 2/1/20 (d)

4,705,000

5,034,350

JBS U.S.A. LLC/JBS U.S.A. Finance, Inc.:

5.875% 7/15/24 (d)

1,825,000

1,820,438

7.25% 6/1/21 (d)

2,930,000

3,142,425

8.25% 2/1/20 (d)

6,670,000

7,236,950

Post Holdings, Inc. 6% 12/15/22 (d)

905,000

923,100

 

31,124,551

Gaming - 2.6%

Caesars Growth Propeties Holdings LLC/Caesars Growth Properties Finance, Inc. 9.375% 5/1/22 (d)

2,845,000

2,887,675

GLP Capital LP/GLP Financing II, Inc.:

4.375% 11/1/18 (d)

1,735,000

1,791,388

5.375% 11/1/23 (d)

1,310,000

1,359,125

Golden Nugget Escrow, Inc. 8.5% 12/1/21 (d)

9,965,000

10,463,250

MCE Finance Ltd. 5% 2/15/21 (d)

6,645,000

6,711,450

Paris Las Vegas Holding LLC/Harrah's Las Vegas LLC/Flamingo Las Vegas Holdings, Inc.:

8% 10/1/20 (d)

3,150,000

3,291,750

11% 10/1/21 (d)

3,140,000

3,375,500

Scientific Games Corp. 6.625% 5/15/21 (d)

7,235,000

7,162,650

Seminole Hard Rock Entertainment, Inc. 5.875% 5/15/21 (d)

1,490,000

1,493,725

Wynn Macau Ltd. 5.25% 10/15/21 (d)

1,970,000

2,024,175

 

40,560,688

Healthcare - 5.3%

Community Health Systems, Inc.:

5.125% 8/15/18

3,535,000

3,707,331

5.125% 8/1/21 (d)

1,125,000

1,153,125

6.875% 2/1/22 (d)

5,405,000

5,729,300

8% 11/15/19

8,020,000

8,781,900

DJO Finance LLC/DJO Finance Corp.:

7.75% 4/15/18

1,350,000

1,417,500

8.75% 3/15/18

165,000

177,375

9.875% 4/15/18

2,425,000

2,619,000

Fresenius Medical Care U.S. Finance II, Inc. 5.625% 7/31/19 (d)

2,960,000

3,226,400

Grifols Worldwide Operations Ltd. 5.25% 4/1/22 (d)

2,245,000

2,329,188

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Healthcare - continued

HCA Holdings, Inc.:

3.75% 3/15/19

$ 3,820,000

$ 3,853,425

5% 3/15/24

2,360,000

2,392,615

8% 10/1/18

4,350,000

5,143,875

HealthSouth Corp. 7.25% 10/1/18

3,588,000

3,749,460

MPH Acquisition Holdings LLC 6.625% 4/1/22 (d)

800,000

838,000

MPT Operating Partnership LP/MPT Finance Corp. 6.875% 5/1/21

2,595,000

2,828,550

Sabra Health Care LP/Sabra Capital Corp. 5.5% 2/1/21

4,565,000

4,793,250

Tenet Healthcare Corp.:

5% 3/1/19 (d)

2,265,000

2,296,144

6% 10/1/20

5,420,000

5,880,700

6.25% 11/1/18

1,435,000

1,592,850

8.125% 4/1/22

12,170,000

14,086,775

Valeant Pharmaceuticals International:

6.75% 8/15/18 (d)

4,195,000

4,520,113

6.875% 12/1/18 (d)

2,315,000

2,422,069

 

83,538,945

Homebuilders/Real Estate - 3.2%

CBRE Group, Inc. 6.625% 10/15/20

945,000

1,002,881

D.R. Horton, Inc.:

3.625% 2/15/18

3,605,000

3,690,619

3.75% 3/1/19

2,530,000

2,542,650

4.375% 9/15/22

1,675,000

1,660,344

Howard Hughes Corp. 6.875% 10/1/21 (d)

2,870,000

3,070,900

KB Home 4.75% 5/15/19

3,190,000

3,213,925

Lennar Corp.:

4.125% 12/1/18

3,605,000

3,681,606

4.5% 6/15/19

3,290,000

3,368,138

Realogy Group LLC/Realogy Co.-Issuer Corp. 4.5% 4/15/19 (d)

1,960,000

1,955,100

Standard Pacific Corp. 8.375% 5/15/18

13,040,000

15,387,200

Toll Brothers Finance Corp.:

4% 12/31/18

3,350,000

3,450,500

4.375% 4/15/23

5,520,000

5,423,400

Weyerhaeuser Real Estate Co.:

4.375% 6/15/19 (d)

990,000

992,475

5.875% 6/15/24 (d)

725,000

745,844

William Lyon Homes, Inc. 5.75% 4/15/19 (d)

640,000

656,000

 

50,841,582

Hotels - 0.2%

Playa Resorts Holding BV 8% 8/15/20 (d)

3,665,000

3,949,038

 

 

Principal
Amount

Value

Leisure - 0.9%

24 Hour Holdings III LLC 8% 6/1/22 (d)

$ 680,000

$ 676,600

NCL Corp. Ltd. 5% 2/15/18

5,690,000

5,874,925

Royal Caribbean Cruises Ltd.:

5.25% 11/15/22

6,045,000

6,347,250

7.5% 10/15/27

595,000

682,346

 

13,581,121

Metals/Mining - 2.1%

CONSOL Energy, Inc. 5.875% 4/15/22 (d)

5,200,000

5,447,000

Imperial Metals Corp. 7% 3/15/19 (d)

320,000

327,673

Murray Energy Corp.:

8.625% 6/15/21 (d)

3,870,000

4,189,275

9.5% 12/5/20 (d)

3,380,000

3,777,150

New Gold, Inc. 6.25% 11/15/22 (d)

7,295,000

7,586,800

Peabody Energy Corp.:

6.25% 11/15/21

2,530,000

2,520,513

7.875% 11/1/26

1,268,000

1,333,492

Rain CII Carbon LLC/CII Carbon Corp. 8.25% 1/15/21 (d)

2,925,000

3,071,250

Signode Industrial Group Lux SA/Signode Industrial Group U.S., Inc. 6.375% 5/1/22 (d)

2,845,000

2,880,563

Walter Energy, Inc. 11% 4/1/20 pay-in-kind (d)(g)

1,610,000

1,344,350

 

32,478,066

Paper - 0.3%

Sappi Papier Holding GmbH 7.75% 7/15/17 (d)

4,920,000

5,473,500

Publishing/Printing - 1.1%

Cenveo Corp. 6% 8/1/19 (d)

965,000

965,000

McGraw-Hill Global Education Holdings LLC/McGraw-Hill Global Education Finance 9.75% 4/1/21

8,095,000

9,289,013

R.R. Donnelley & Sons Co.:

6.5% 11/15/23

2,220,000

2,319,900

7% 2/15/22

1,100,000

1,212,750

7.25% 5/15/18

1,473,000

1,704,998

Time, Inc. 5.75% 4/15/22 (d)

1,145,000

1,156,450

 

16,648,111

Restaurants - 0.3%

NPC International, Inc./NPC Operating Co. A, Inc./NPC Operating Co. B, Inc. 10.5% 1/15/20

4,035,000

4,549,463

Services - 4.4%

APX Group, Inc.:

6.375% 12/1/19

12,190,000

12,647,125

8.75% 12/1/20

9,955,000

10,104,325

8.75% 12/1/20 (d)

2,375,000

2,410,625

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Services - continued

Audatex North America, Inc. 6% 6/15/21 (d)

$ 5,355,000

$ 5,716,463

Bankrate, Inc. 6.125% 8/15/18 (d)

2,580,000

2,738,025

Blueline Rent Finance Corp./Volvo 7% 2/1/19 (d)

2,370,000

2,529,975

Brand Energy & Infrastructure Services, Inc. 8.5% 12/1/21 (d)

4,640,000

4,953,200

FTI Consulting, Inc. 6.75% 10/1/20

3,715,000

3,965,763

Garda World Security Corp.:

7.25% 11/15/21 (d)

2,200,000

2,312,750

7.25% 11/15/21 (d)

715,000

751,644

Hertz Corp.:

4.25% 4/1/18

3,145,000

3,223,625

6.25% 10/15/22

5,315,000

5,627,256

The Geo Group, Inc. 5.875% 1/15/22

7,310,000

7,675,500

TransUnion Holding Co., Inc. 8.125% 6/15/18 pay-in-kind (g)

4,340,000

4,530,960

 

69,187,236

Shipping - 1.3%

Aguila 3 SA 7.875% 1/31/18 (d)

4,595,000

4,847,725

Navios Maritime Acquisition Corp./Navios Acquisition Finance U.S., Inc. 8.125% 11/15/21 (d)

4,055,000

4,237,475

Navios Maritime Holdings, Inc.:

7.375% 1/15/22 (d)

7,410,000

7,632,300

8.125% 2/15/19

1,465,000

1,540,081

Navios South American Logistics, Inc./Navios Logistics Finance U.S., Inc. 7.25% 5/1/22 (d)

1,575,000

1,638,000

 

19,895,581

Steel - 1.6%

JMC Steel Group, Inc. 8.25% 3/15/18 (d)

8,990,000

9,169,800

Ryerson, Inc./Joseph T Ryerson & Son, Inc.:

9% 10/15/17

1,635,000

1,749,450

11.25% 10/15/18

5,515,000

6,149,225

Steel Dynamics, Inc. 6.125% 8/15/19

7,280,000

7,917,000

 

24,985,475

Super Retail - 0.5%

Best Buy Co., Inc. 5% 8/1/18

5,280,000

5,544,000

JC Penney Corp., Inc. 7.4% 4/1/37

3,230,000

2,802,309

 

8,346,309

Technology - 5.9%

Activision Blizzard, Inc. 5.625% 9/15/21 (d)

2,440,000

2,629,100

 

 

Principal
Amount

Value

ADT Corp.:

4.125% 4/15/19

$ 3,790,000

$ 3,790,758

4.125% 6/15/23

1,305,000

1,203,863

6.25% 10/15/21

3,545,000

3,757,700

Advanced Micro Devices, Inc.:

6.75% 3/1/19 (d)

3,385,000

3,596,563

7% 7/1/24 (d)

1,720,000

1,756,550

AerCap Ireland Capital Ltd. / AerCap Global Aviation Trust 2.75% 5/15/17 (d)

3,500,000

3,521,875

BMC Software Finance, Inc. 8.125% 7/15/21 (d)

6,115,000

6,290,806

Boxer Parent Co., Inc. 9% 10/15/19 pay-in-kind (d)(g)

2,505,000

2,442,375

Brocade Communications Systems, Inc. 4.625% 1/15/23

3,400,000

3,298,000

Compiler Finance Sub, Inc. 7% 5/1/21 (d)

1,615,000

1,639,225

Infor Software Parent LLC/Infor Software Parent, Inc. 7.125% 5/1/21 pay-in-kind (d)(g)

735,000

751,538

Lucent Technologies, Inc.:

6.45% 3/15/29

7,815,000

7,736,850

6.5% 1/15/28

3,265,000

3,232,350

Micron Technology, Inc. 5.875% 2/15/22 (d)

1,190,000

1,276,275

Nuance Communications, Inc. 5.375% 8/15/20 (d)

10,783,000

11,160,405

NXP BV/NXP Funding LLC 3.75% 6/1/18 (d)

12,835,000

12,867,088

Seagate HDD Cayman 4.75% 1/1/25 (d)

2,430,000

2,411,775

Sungard Availability Services Capital, Inc. 8.75% 4/1/22 (d)

4,745,000

4,412,850

VeriSign, Inc. 4.625% 5/1/23

3,295,000

3,255,131

Viasystems, Inc. 7.875% 5/1/19 (d)

4,410,000

4,663,575

WideOpenWest Finance LLC/WideOpenWest Capital Corp.:

10.25% 7/15/19

2,995,000

3,365,631

10.25% 7/15/19 (d)

315,000

353,981

13.375% 10/15/19

2,705,000

3,131,038

 

92,545,302

Telecommunications - 8.8%

Alcatel-Lucent U.S.A., Inc.:

4.625% 7/1/17 (d)

8,465,000

8,740,113

6.75% 11/15/20 (d)

11,270,000

12,002,550

8.875% 1/1/20 (d)

6,325,000

7,163,063

Altice Financing SA:

6.5% 1/15/22 (d)

685,000

729,525

7.875% 12/15/19 (d)

4,180,000

4,575,010

Altice Finco SA 9.875% 12/15/20 (d)

5,890,000

6,788,225

Columbus International, Inc. 7.375% 3/30/21 (d)

5,000,000

5,387,500

Nonconvertible Bonds - continued

 

Principal
Amount

Value

Telecommunications - continued

Crown Castle International Corp. 4.875% 4/15/22

$ 4,740,000

$ 4,899,975

Digicel Group Ltd.:

6% 4/15/21 (d)

5,265,000

5,436,113

7% 2/15/20 (d)

295,000

311,225

7.125% 4/1/22 (d)

3,355,000

3,497,588

8.25% 9/1/17 (d)

5,395,000

5,550,376

8.25% 9/30/20 (d)

5,855,000

6,381,950

DigitalGlobe, Inc. 5.25% 2/1/21

9,505,000

9,409,950

FairPoint Communications, Inc. 8.75% 8/15/19 (d)

4,580,000

4,934,950

Inmarsat Finance PLC 4.875% 5/15/22 (d)

2,580,000

2,605,800

Level 3 Financing, Inc. 3.8229% 1/15/18 (d)(g)

7,525,000

7,656,688

MasTec, Inc. 4.875% 3/15/23

2,875,000

2,831,875

SBA Communications Corp. 4.875% 7/15/22 (d)(f)

3,235,000

3,194,563

Sprint Capital Corp.:

6.875% 11/15/28

1,155,000

1,166,550

8.75% 3/15/32

3,650,000

4,215,750

Sprint Communications, Inc. 9% 11/15/18 (d)

6,240,000

7,566,000

T-Mobile U.S.A., Inc.:

5.25% 9/1/18

4,055,000

4,257,750

6.464% 4/28/19

2,610,000

2,747,025

TW Telecom Holdings, Inc.:

5.375% 10/1/22

2,815,000

3,078,906

6.375% 9/1/23

1,535,000

1,746,063

Wind Acquisition Finance SA:

4.75% 7/15/20 (d)(f)

3,835,000

3,863,954

7.25% 2/15/18 (d)

2,770,000

2,926,505

7.375% 4/23/21 (d)

4,080,000

4,355,400

 

138,020,942

Textiles & Apparel - 0.2%

The William Carter Co. 5.25% 8/15/21 (d)

3,490,000

3,638,325

TOTAL NONCONVERTIBLE BONDS

(Cost $1,274,868,992)


1,328,164,960

Commercial Mortgage Securities - 0.0%

 

LB Multi-family Mortgage Trust Series 1991-4 Class A1, 7.125% 4/25/21 (g)
(Cost $0)

9,496


6,647

Common Stocks - 0.0%

Shares

Value

Telecommunications - 0.0%

CUI Acquisition Corp. Class E (a)(d)
(Cost $1,273,881)

1

$ 136,000

Nonconvertible Preferred Stocks - 0.4%

 

 

 

 

Banks & Thrifts - 0.4%

Royal Bank of Scotland Group PLC Series S, 6.60%
(Cost $5,739,857)

236,106


5,796,402

Bank Loan Obligations - 11.0%

 

Principal
Amount

 

Aerospace - 0.1%

TransDigm, Inc. Tranche D, term loan 3.75% 6/4/21 (g)

$ 1,770,000

1,763,363

Automotive - 0.2%

Allison Transmission, Inc. Tranche B 3LN, term loan 3.75% 8/23/19 (g)

950,225

950,225

Chrysler Group LLC term loan 3.25% 12/31/18 (g)

1,960,088

1,964,988

INA Beteiligungsgesellschaft MBH Tranche E, term loan 5/15/20 (h)

750,000

752,813

 

3,668,026

Broadcasting - 0.6%

Clear Channel Communications, Inc. Tranche D, term loan 6.8995% 1/30/19 (g)

9,165,000

9,119,175

Univision Communications, Inc. Tranche C 4LN, term loan 4% 3/1/20 (g)

985,050

985,050

 

10,104,225

Building Materials - 0.4%

GYP Holdings III Corp.:

Tranche 1LN, term loan 4.75% 4/1/21 (g)

3,120,000

3,104,712

Tranche 2LN, term loan 7.75% 4/1/22 (g)

625,000

629,688

Nortek, Inc. Tranche B, term loan 3.75% 10/30/20 (g)

2,110,000

2,112,638

 

5,847,038

Cable TV - 0.4%

Charter Communications Operating LLC Tranche F, term loan 3% 1/3/21 (g)

3,860,752

3,812,492

Numericable LLC:

Tranche B 1LN, term loan 4.5% 5/8/20 (g)

1,340,385

1,348,762

Tranche B 2LN, term loan 4.5% 5/8/20 (g)

1,159,615

1,166,863

 

6,328,117

Bank Loan Obligations - continued

 

Principal
Amount

Value

Capital Goods - 0.4%

Husky Injection Molding Systems Ltd.:

Tranche 1LN, term loan 6/30/21 (h)

$ 4,125,000

$ 4,140,469

Tranche 2LN, term loan 6/30/22 (h)

1,585,000

1,590,944

 

5,731,413

Containers - 0.5%

Berry Plastics Corp. Tranche E, term loan 3.75% 1/6/21 (g)

1,561,088

1,555,233

Signode Packaging Systems, Inc. Tranche B, term loan 4% 5/1/21 (g)

6,380,000

6,348,100

 

7,903,333

Diversified Financial Services - 0.8%

Delos Finance SARL Tranche B LN, term loan 3.5% 3/6/21 (g)

2,400,000

2,400,000

Moxie Patriot LLC Tranche B, term loan 6.75% 12/19/20 (g)

5,650,000

5,812,438

TransUnion LLC Tranche B, term loan 4% 4/9/21 (g)

4,124,663

4,124,663

 

12,337,101

Electric Utilities - 0.1%

Bayonne Energy Center, LLC Tranche B, term loan 6/30/21 (h)

590,000

594,425

Southwire LLC, Tranche B, term loan 3.2538% 2/10/21 (g)

1,321,688

1,318,383

 

1,912,808

Energy - 0.9%

Energy Transfer Equity LP Tranche B, term loan 3.25% 12/2/19 (g)

3,645,000

3,605,379

Fieldwood Energy, LLC:

Tranche 2LN, term loan 8.375% 9/30/20 (g)

5,774,951

5,962,637

Tranche B 1LN, term loan 3.875% 9/30/18 (g)

591,111

592,589

Seadrill Operating LP Tranche B, term loan 4% 2/21/21 (g)

4,175,035

4,159,379

 

14,319,984

Food & Drug Retail - 0.1%

SUPERVALU, Inc. Tranche B, term loan 4.5% 3/21/19 (g)

892,260

891,145

Gaming - 0.1%

Caesars Growth Properties Holdings, LLC Tranche 1LN, term loan 6.25% 5/8/21 (g)

600,000

598,500

Golden Nugget, Inc. Tranche B, term loan:

5.5% 11/21/19 (g)

337,803

344,559

 

 

Principal
Amount

Value

5.5% 11/21/19 (g)

$ 144,773

$ 147,668

Las Vegas Sands LLC Tranche B, term loan 3.25% 12/19/20 (g)

1,004,950

1,004,950

 

2,095,677

Healthcare - 1.1%

Endo Luxembourg Finance I Comp Tranche B, term loan 3.25% 2/28/21 (g)

3,725,663

3,716,348

Grifols, S.A. Tranche B, term loan 3.1495% 2/27/21 (g)

6,299,213

6,299,213

MPH Acquisition Holdings LLC Tranche B, term loan 4% 3/31/21 (g)

2,081,636

2,073,830

Pharmedium Healthcare Corp.:

Tranche 2LN, term loan 7.75% 1/28/22 (g)

1,885,000

1,903,850

Tranche B 1LN, term loan 4.25% 1/28/21 (g)

3,340,538

3,353,065

 

17,346,306

Hotels - 0.1%

La Quinta Intermediate Holdings LLC Tranche B LN, Tranche B, term loan 4% 4/14/21 (g)

1,135,048

1,135,048

Insurance - 0.3%

StoneRiver Group LP:

Tranche 2LN, term loan 8.5% 5/30/20 (g)

4,213,620

4,203,086

Tranche B 1LN, term loan 4.5% 11/30/19 (g)

1,248,385

1,246,887

 

5,449,973

Leisure - 0.1%

24 Hour Fitness Worldwide, Inc. Tranche B, term loan 4.75% 5/30/21 (g)

325,000

327,844

Equinox Holdings, Inc. Tranche B 1LN, term loan 4.25% 2/1/20 (g)

987,813

992,753

 

1,320,597

Metals/Mining - 0.5%

Fortescue Metals Group Ltd. Tranche B, term loan 3.75% 6/30/19 (g)

2,416,738

2,410,696

Peabody Energy Corp. Tranche B, term loan 4.25% 9/24/20 (g)

5,414,088

5,454,693

 

7,865,389

Publishing/Printing - 0.4%

ARC Document Solutions, Inc. Tranche B, term loan 6.25% 12/20/18 (g)

6,876,563

6,988,307

Restaurants - 0.5%

Dunkin Brands, Inc. Tranche B 4LN, term loan 3.25% 2/7/21 (g)

7,318,367

7,245,183

Bank Loan Obligations - continued

 

Principal
Amount

Value

Restaurants - continued

TGI Friday's, Inc.:

Tranche B 1LN, term loan 6/30/20 (h)

$ 590,000

$ 590,738

Tranche B 2LN, term loan 6/30/21 (h)

660,000

650,100

 

8,486,021

Services - 1.0%

ARAMARK Corp. Tranche F, term loan 3.25% 2/24/21 (g)

2,518,688

2,493,501

Brand Energy & Infrastructure Services, Inc. Tranche B, term loan 4.75% 11/26/20 (g)

4,497,400

4,519,887

Garda World Security Corp.:

term loan 4% 11/8/20 (g)

2,519,561

2,519,561

Tranche DD, term loan 4% 11/8/20 (g)

644,539

644,539

Laureate Education, Inc. Tranche B, term loan 5% 6/16/18 (g)

3,635,000

3,571,388

Lineage Logistics Holdings, LLC. Tranche B, term loan 4.5% 4/7/21 (g)

1,625,925

1,617,795

 

15,366,671

Shipping - 0.1%

YRC Worldwide, Inc. Tranche B, term loan 8% 2/13/19 (g)

1,228,825

1,228,825

Steel - 0.2%

Atkore International, Inc.:

Tranche 2LN, term loan 7.75% 10/9/21 (g)

1,020,000

1,030,200

Tranche B 1LN, term loan 4.5% 4/9/21 (g)

1,835,000

1,841,881

 

2,872,081

Super Retail - 0.2%

JC Penney Corp., Inc. Tranche B, term loan:

5% 6/20/19 (g)

175,000

175,665

6% 5/22/18 (g)

3,092,191

3,119,248

 

3,294,913

Technology - 1.5%

DealerTrack Holdings, Inc. Tranche B LN, term loan 3.5% 2/28/21 (g)

3,620,513

3,615,987

Dell International LLC Tranche B, term loan 4.5% 4/29/20 (g)

2,572,075

2,581,849

First Data Corp. term loan 4.154% 3/24/18 (g)

6,685,000

6,693,356

Freescale Semiconductor, Inc. Tranche B 4LN, term loan 4.25% 3/1/20 (g)

1,559,250

1,557,301

Infor U.S., Inc. Tranche B 5LN, term loan 3.75% 6/3/20 (g)

855,700

848,255

 

 

Principal
Amount

Value

NXP BV Tranche D, term loan 3.25% 1/11/20 (g)

$ 3,632,550

$ 3,609,847

Sungard Availability Services Capital, Inc. Tranche B, term loan 6% 3/31/19 (g)

4,668,300

4,627,452

 

23,534,047

Telecommunications - 0.4%

Alcatel-Lucent U.S.A., Inc. Tranche C 1LN, term loan 4.5% 1/30/19 (g)

6,460,806

6,460,806

TOTAL BANK LOAN OBLIGATIONS

(Cost $173,111,967)


174,251,214

Preferred Securities - 1.2%

 

Banks & Thrifts - 1.2%

Barclays Bank PLC 7.625% 11/21/22

15,315,000

17,612,138

Barclays PLC 8.25% (e)(g)

1,660,000

1,765,554

TOTAL PREFERRED SECURITIES

(Cost $17,454,194)


19,377,692

Money Market Funds - 3.4%

Shares

 

Fidelity Cash Central Fund, 0.11% (b)
(Cost $53,167,314)

53,167,314


53,167,314

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $1,525,616,205)

1,580,900,229

NET OTHER ASSETS (LIABILITIES) - (0.3)%

(5,141,103)

NET ASSETS - 100%

$ 1,575,759,126

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

(d) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $604,624,350 or 38.4% of net assets.

(e) Security is perpetual in nature with no stated maturity date.

(f) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

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

(h) The coupon rate will be determined upon settlement of the loan after period end.

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 27,947

Other Information

The following is a summary of the inputs used, as of June 30, 2014, 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:

Financials

$ 5,796,402

$ 5,796,402

$ -

$ -

Telecommunication Services

136,000

-

-

136,000

Corporate Bonds

1,328,164,960

-

1,328,164,960

-

Commercial Mortgage Securities

6,647

-

-

6,647

Bank Loan Obligations

174,251,214

-

174,251,214

-

Preferred Securities

19,377,692

-

19,377,692

-

Money Market Funds

53,167,314

53,167,314

-

-

Total Investments in Securities:

$ 1,580,900,229

$ 58,963,716

$ 1,521,793,866

$ 142,647

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

United States of America

78.0%

Luxembourg

4.5%

Canada

3.3%

Bermuda

2.4%

United Kingdom

2.1%

Netherlands

2.0%

Cayman Islands

1.4%

Austria

1.3%

Marshall Islands

1.3%

Ireland

1.2%

Others (Individually Less Than 1%)

2.5%

 

100.0%

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

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

  

June 30, 2014 (Unaudited)

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $1,472,448,891)

$ 1,527,732,915

 

Fidelity Central Funds (cost $53,167,314)

53,167,314

 

Total Investments (cost $1,525,616,205)

 

$ 1,580,900,229

Cash

 

121,752

Receivable for investments sold

10,549,686

Receivable for fund shares sold

714,715

Interest receivable

21,053,415

Distributions receivable from Fidelity Central Funds

3,818

Other receivables

137,473

Total assets

1,613,481,088

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 16,595,012

Delayed delivery

15,452,817

Payable for fund shares redeemed

4,672,392

Accrued management fee

738,656

Distribution and service plan fees payable

63,211

Other affiliated payables

150,533

Other payables and accrued expenses

49,341

Total liabilities

37,721,962

 

 

 

Net Assets

$ 1,575,759,126

Net Assets consist of:

 

Paid in capital

$ 1,521,529,831

Undistributed net investment income

41,644,356

Accumulated undistributed net realized gain (loss) on investments

(42,699,085)

Net unrealized appreciation (depreciation) on investments

55,284,024

Net Assets

$ 1,575,759,126

Statement of Assets and Liabilities - continued

  

June 30, 2014 (Unaudited)

 

 

 

Initial Class:
Net Asset Value
, offering price and redemption price per share ($593,973,023 ÷ 97,607,165 shares)

$ 6.09

 

 

 

Service Class:
Net Asset Value
, offering price and redemption price per share ($67,041,962 ÷ 11,086,833 shares)

$ 6.05

 

 

 

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($247,599,002 ÷ 41,914,323 shares)

$ 5.91

 

 

 

Initial Class R:
Net Asset Value
, offering price and redemption price per share ($30,027,218 ÷ 4,954,355 shares)

$ 6.06

 

 

 

Service Class R:
Net Asset Value
, offering price and redemption price per share ($59,916,190 ÷ 9,966,600 shares)

$ 6.01

 

 

 

Service Class 2R:
Net Asset Value
, offering price and redemption price per share ($5,473,497 ÷ 927,021 shares)

$ 5.90

 

 

 

Investor Class:
Net Asset Value
, offering price and redemption price per share ($571,728,234 ÷ 94,322,585 shares)

$ 6.06

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

 

  

  

Investment Income

  

  

Dividends

 

$ 682,872

Interest

 

45,506,318

Income from Fidelity Central Funds

 

27,947

Total income

 

46,217,137

 

 

 

Expenses

Management fee

$ 4,399,407

Transfer agent fees

639,387

Distribution and service plan fees

404,388

Accounting fees and expenses

264,343

Custodian fees and expenses

14,779

Independent trustees' compensation

3,220

Audit

46,099

Legal

11,569

Miscellaneous

6,716

Total expenses before reductions

5,789,908

Expense reductions

(712)

5,789,196

Net investment income (loss)

40,427,941

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

16,571,647

Change in net unrealized appreciation (depreciation) on investment securities

16,229,368

Net gain (loss)

32,801,015

Net increase (decrease) in net assets resulting from operations

$ 73,228,956

Statement of Changes in Net Assets

  

Six months ended
June 30, 2014
(Unaudited)

Year ended
December 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 40,427,941

$ 80,845,745

Net realized gain (loss)

16,571,647

46,584,559

Change in net unrealized appreciation (depreciation)

16,229,368

(41,731,572)

Net increase (decrease) in net assets resulting from operations

73,228,956

85,698,732

Distributions to shareholders from net investment income

-

(86,921,876)

Share transactions - net increase (decrease)

(25,852,412)

16,318,361

Redemption fees

2,696

28,583

Total increase (decrease) in net assets

47,379,240

15,123,800

 

 

 

Net Assets

Beginning of period

1,528,379,886

1,513,256,086

End of period (including undistributed net investment income of $41,644,356 and undistributed net investment income of $1,216,415, respectively)

$ 1,575,759,126

$ 1,528,379,886

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

Semiannual Report

Financial Highlights - Initial Class

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 5.80

$ 5.81

$ 5.39

$ 5.57

$ 5.29

$ 3.96

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .155

.330

.361

.391

.439

.438

Net realized and unrealized gain (loss)

  .135

.014

.405

(.171)

.288

1.298

Total from investment operations

  .290

.344

.766

.220

.727

1.736

Distributions from net investment income

  -

(.354)

(.346)

(.400)

(.448)

(.406)

Redemption fees added to paid in capitalE

  -I

-I

-I

-I

.001

-I

Net asset value, end of period

$ 6.09

$ 5.80

$ 5.81

$ 5.39

$ 5.57

$ 5.29

Total ReturnB, C, D

  5.00%

5.95%

14.23%

4.03%

13.82%

43.96%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .68%A

.68%

.68%

.69%

.69%

.70%

Expenses net of fee waivers, if any

  .68%A

.68%

.68%

.69%

.69%

.70%

Expenses net of all reductions

  .68%A

.68%

.68%

.69%

.69%

.70%

Net investment income (loss)

  5.27%A

5.55%

6.22%

6.85%

7.84%

9.02%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 593,973

$ 587,376

$ 606,506

$ 561,514

$ 594,688

$ 608,802

Portfolio turnover rateG

  88%A

85%

55%

79%

81%

70%

A Annualized

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

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

E Calculated based on average shares outstanding during the period.

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

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

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

I Amount represents less than $.001 per share.

Financial Highlights - Service Class

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 5.77

$ 5.78

$ 5.36

$ 5.54

$ 5.26

$ 3.95

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .152

.323

.353

.384

.431

.429

Net realized and unrealized gain (loss)

  .128

.015

.407

(.171)

.290

1.281

Total from investment operations

  .280

.338

.760

.213

.721

1.710

Distributions from net investment income

  -

(.348)

(.340)

(.393)

(.442)

(.400)

Redemption fees added to paid in capital E

  - I

-I

-I

-I

.001

-I

Net asset value, end of period

$ 6.05

$ 5.77

$ 5.78

$ 5.36

$ 5.54

$ 5.26

Total ReturnB, C, D

  4.85%

5.87%

14.20%

3.93%

13.79%

43.41%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .78%A

.78%

.78%

.79%

.79%

.80%

Expenses net of fee waivers, if any

  .78%A

.77%

.78%

.79%

.78%

.80%

Expenses net of all reductions

  .78%A

.77%

.78%

.79%

.78%

.80%

Net investment income (loss)

  5.17%A

5.46%

6.13%

6.75%

7.74%

8.92%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 67,042

$ 68,982

$ 77,397

$ 91,573

$ 98,988

$ 103,511

Portfolio turnover rateG

  88%A

85%

55%

79%

81%

70%

A Annualized

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

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

E Calculated based on average shares outstanding during the period.

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

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

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

I Amount represents less than $.001 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 5.64

$ 5.66

$ 5.26

$ 5.45

$ 5.18

$ 3.89

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .144

.307

.338

.368

.417

.422

Net realized and unrealized gain (loss)

  .126

.014

.396

(.170)

.287

1.264

Total from investment operations

  .270

.321

.734

.198

.704

1.686

Distributions from net investment income

  -

(.341)

(.334)

(.388)

(.435)

(.396)

Redemption fees added to paid in capital E

  - I

-I

-I

-I

.001

-I

Net asset value, end of period

$ 5.91

$ 5.64

$ 5.66

$ 5.26

$ 5.45

$ 5.18

Total ReturnB, C, D

  4.79%

5.70%

13.97%

3.72%

13.67%

43.46%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .93%A

.93%

.93%

.94%

.94%

.95%

Expenses net of fee waivers, if any

  .93%A

.92%

.93%

.94%

.94%

.95%

Expenses net of all reductions

  .93%A

.92%

.93%

.94%

.94%

.95%

Net investment income (loss)

  5.01%A

5.31%

5.98%

6.60%

7.59%

8.77%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 247,599

$ 280,444

$ 281,065

$ 220,333

$ 182,465

$ 181,377

Portfolio turnover rateG

  88%A

85%

55%

79%

81%

70%

A Annualized

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

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

E Calculated based on average shares outstanding during the period.

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

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

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

I Amount represents less than $.001 per share.

Financial Highlights - Initial Class R

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 5.78

$ 5.79

$ 5.37

$ 5.55

$ 5.27

$ 3.95

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .155

.330

.360

.391

.439

.440

Net realized and unrealized gain (loss)

  .125

.014

.407

(.171)

.288

1.286

Total from investment operations

  .280

.344

.767

.220

.727

1.726

Distributions from net investment income

  -

(.354)

(.347)

(.400)

(.448)

(.406)

Redemption fees added to paid in capital E

  - I

-I

-I

-I

.001

-I

Net asset value, end of period

$ 6.06

$ 5.78

$ 5.79

$ 5.37

$ 5.55

$ 5.27

Total ReturnB, C, D

  4.84%

5.97%

14.30%

4.05%

13.88%

43.82%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .68%A

.68%

.68%

.68%

.69%

.70%

Expenses net of fee waivers, if any

  .68%A

.67%

.68%

.68%

.68%

.70%

Expenses net of all reductions

  .68%A

.67%

.68%

.68%

.68%

.69%

Net investment income (loss)

  5.27%A

5.56%

6.23%

6.85%

7.84%

9.02%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 30,027

$ 29,558

$ 35,605

$ 31,627

$ 34,946

$ 34,080

Portfolio turnover rateG

  88%A

85%

55%

79%

81%

70%

A Annualized

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

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

E Calculated based on average shares outstanding during the period.

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

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

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

I Amount represents less than $.001 per share.

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

Semiannual Report

Financial Highlights - Service Class R

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 5.74

$ 5.75

$ 5.34

$ 5.52

$ 5.25

$ 3.94

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss)E

  .151

.321

.352

.383

.433

.431

Net realized and unrealized gain (loss)

  .119

.018

.400

(.167)

.280

1.280

Total from investment operations

  .270

.339

.752

.216

.713

1.711

Distributions from net investment income

  -

(.349)

(.342)

(.396)

(.444)

(.401)

Redemption fees added to paid in capitalE

  -I

-I

-I

-I

.001

-I

Net asset value, end of period

$ 6.01

$ 5.74

$ 5.75

$ 5.34

$ 5.52

$ 5.25

Total ReturnB, C, D

  4.70%

5.92%

14.10%

3.99%

13.66%

43.56%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .78%A

.78%

.78%

.78%

.79%

.80%

Expenses net of fee waivers, if any

  .78%A

.77%

.78%

.78%

.78%

.80%

Expenses net of all reductions

  .78%A

.77%

.78%

.78%

.78%

.80%

Net investment income (loss)

  5.17%A

5.46%

6.13%

6.75%

7.74%

8.92%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 59,916

$ 58,042

$ 69,893

$ 63,557

$ 68,806

$ 47,873

Portfolio turnover rateG

  88%A

85%

55%

79%

81%

70%

A Annualized

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

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

E Calculated based on average shares outstanding during the period.

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

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

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

I Amount represents less than $.001 per share.

Financial Highlights - Service Class 2R

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 5.64

$ 5.65

$ 5.26

$ 5.45

$ 5.17

$ 3.89

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .144

.307

.340

.369

.415

.416

Net realized and unrealized gain (loss)

  .116

.023

.390

(.175)

.293

1.257

Total from investment operations

  .260

.330

.730

.194

.708

1.673

Distributions from net investment income

  -

(.340)

(.340)

(.384)

(.429)

(.393)

Redemption fees added to paid in capital E

  - I

-I

-I

-I

.001

-I

Net asset value, end of period

$ 5.90

$ 5.64

$ 5.65

$ 5.26

$ 5.45

$ 5.17

Total ReturnB, C, D

  4.61%

5.87%

13.90%

3.64%

13.79%

43.13%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .93%A

.93%

.93%

.93%

.94%

.95%

Expenses net of fee waivers, if any

  .93%A

.92%

.93%

.93%

.93%

.95%

Expenses net of all reductions

  .93%A

.92%

.93%

.93%

.93%

.94%

Net investment income (loss)

  5.02%A

5.31%

5.98%

6.60%

7.59%

8.77%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 5,473

$ 4,348

$ 4,019

$ 1,350

$ 1,543

$ 2,016

Portfolio turnover rateG

  88%A

85%

55%

79%

81%

70%

A Annualized

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

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

E Calculated based on average shares outstanding during the period.

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

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

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

I Amount represents less than $.001 per share.

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

Semiannual Report

Financial Highlights - Investor Class

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 5.78

$ 5.79

$ 5.37

$ 5.56

$ 5.27

$ 3.96

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .154

.327

.358

.388

.437

.441

Net realized and unrealized gain (loss)

  .126

.016

.407

(.180)

.298

1.274

Total from investment operations

  .280

.343

.765

.208

.735

1.715

Distributions from net investment income

  -

(.353)

(.345)

(.398)

(.446)

(.405)

Redemption fees added to paid in capitalE

  - I

- I

- I

- I

.001

- I

Net asset value, end of period

$ 6.06

$ 5.78

$ 5.79

$ 5.37

$ 5.56

$ 5.27

Total ReturnB, C, D

  4.84%

5.95%

14.26%

3.82%

14.04%

43.43%

Ratios to Average Net Assets F, H

 

 

 

 

 

 

Expenses before reductions

  .71%A

.71%

.71%

.72%

.73%

.73%

Expenses net of fee waivers, if any

  .71%A

.71%

.71%

.72%

.72%

.73%

Expenses net of all reductions

  .71%A

.71%

.71%

.72%

.72%

.73%

Net investment income (loss)

  5.23%A

5.52%

6.20%

6.82%

7.81%

8.99%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 571,728

$ 499,630

$ 438,772

$ 284,370

$ 244,738

$ 182,806

Portfolio turnover rateG

  88%A

85%

55%

79%

81%

70%

A Annualized

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

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

E Calculated based on average shares outstanding during the period.

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

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

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

I Amount represents less than $.001 per share.

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

Semiannual Report


Notes to Financial Statements

For the period ended June 30, 2014 (Unaudited)

1. Organization.

VIP High Income Portfolio (the Fund) is a fund of Variable Insurance Products Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares, Initial Class R shares, Service Class R shares, Service Class 2R shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class.

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 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 the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of June 30, 2014, is included at the end of the Fund's Schedule of Investments.

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

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

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

Gross unrealized appreciation

$ 59,891,397

Gross unrealized depreciation

(3,274,562)

Net unrealized appreciation (depreciation) on securities and other investments

$ 56,616,835

 

 

Tax cost

$ 1,524,283,394

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

loss carryforward information presented below, including any applicable limitation, is estimated as of prior fiscal period end and is subject to adjustment.

Fiscal year of expiration

 

2017

$ (58,936,967)

Trading (Redemption) Fees. Initial Class R shares, Service Class R shares and Service Class 2R shares held by investors less than 60 days may be subject to a redemption fee equal to 1% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

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

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $693,723,735 and $656,051,187, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .11% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .56% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate 12b-1 Plans for each Service Class of shares. Each Service Class pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, a service fee. For the period, the service fee is based on an annual rate of .10% of Service Class' and Service Class R's average net assets and .25% of Service Class 2's and Service Class 2R's average net assets.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

For the period, total fees, all of which were re-allowed to insurance companies for the distribution of shares and providing shareholder support services were as follows:

Service Class

$ 33,804

Service Class 2

335,152

Service Class R

29,673

Service Class 2 R

5,759

 

$ 404,388

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class) pays a fee for transfer agent services, typesetting, printing and mailing of shareholder reports, excluding mailing of proxy statements and out of pocket expenses, equal to an annual rate of .07% (.10% for Investor Class) of average net assets. For the period, transfer agent fees for each class, including out of pocket expenses, were as follows:

Initial Class

$ 209,711

Service Class

23,752

Service Class 2

93,470

Initial Class R

10,106

Service Class R

20,194

Service Class 2R

1,567

Investor Class

280,587

 

$ 639,387

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

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,410 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $712.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30, 2014

Year ended
December 31, 2013

From net investment income

 

 

Initial Class

$ -

$ 33,473,820

Service Class

-

3,969,791

Service Class 2

-

16,115,842

Initial Class R

-

1,722,419

Service Class R

-

3,349,920

Service Class 2R

-

230,462

Investor Class

-

28,059,622

Total

$ -

$ 86,921,876

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
June 30, 2014

Year ended
December 31, 2013

Six months ended
June 30, 2014

Year ended
December 31, 2013

Initial Class

 

 

 

 

Shares sold

5,135,576

14,039,906

$ 30,535,505

$ 83,416,151

Reinvestment of distributions

-

5,790,037

-

33,473,820

Shares redeemed

(8,717,004)

(23,058,485)

(51,764,852)

(136,983,639)

Net increase (decrease)

(3,581,428)

(3,228,542)

$ (21,229,347)

$ (20,093,668)

Service Class

 

 

 

 

Shares sold

154,718

929,486

$ 917,055

$ 5,521,007

Reinvestment of distributions

-

690,233

-

3,969,791

Shares redeemed

(1,021,066)

(3,064,824)

(6,019,674)

(18,085,383)

Net increase (decrease)

(866,348)

(1,445,105)

$ (5,102,619)

$ (8,594,585)

Service Class 2

 

 

 

 

Shares sold

4,283,437

20,103,362

$ 24,787,533

$ 116,574,992

Reinvestment of distributions

-

2,866,946

-

16,115,842

Shares redeemed

(12,076,406)

(22,951,503)

(69,884,631)

(132,172,105)

Net increase (decrease)

(7,792,969)

18,805

$ (45,097,098)

$ 518,729

Initial Class R

 

 

 

 

Shares sold

187,809

852,998

$ 1,113,381

$ 5,061,609

Reinvestment of distributions

-

298,955

-

1,722,419

Shares redeemed

(346,271)

(2,192,612)

(2,044,567)

(12,973,240)

Net increase (decrease)

(158,462)

(1,040,659)

$ (931,186)

$ (6,189,212)

Service Class R

 

 

 

 

Shares sold

302,302

5,190,571

$ 1,768,937

$ 30,731,567

Reinvestment of distributions

-

585,519

-

3,349,920

Shares redeemed

(452,284)

(7,823,949)

(2,663,456)

(46,022,233)

Net increase (decrease)

(149,982)

(2,047,859)

$ (894,519)

$ (11,940,746)

Service Class 2R

 

 

 

 

Shares sold

389,193

995,220

$ 2,251,939

$ 5,809,165

Reinvestment of distributions

-

40,999

-

230,462

Shares redeemed

(233,183)

(976,234)

(1,329,887)

(5,617,855)

Net increase (decrease)

156,010

59,985

$ 922,052

$ 421,772

Investor Class

 

 

 

 

Shares sold

10,936,048

25,574,430

$ 64,457,540

$ 151,658,997

Reinvestment of distributions

-

4,870,500

-

28,059,622

Shares redeemed

(3,012,061)

(19,845,132)

(17,977,235)

(117,522,548)

Net increase (decrease)

7,923,987

10,599,798

$ 46,480,305

$ 62,196,071

10. Other.

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

At the end of the period, the investment adviser or its affiliates were the owners of record of 42% of the total outstanding shares of the Fund and one otherwise unaffiliated shareholder was the owner of record of 15% of the total outstanding shares of the Fund.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

The Bank of New York Mellon
New York, NY

VIPHIR-SANN-0814
1.833449.108

Fidelity® Variable Insurance Products:
Equity-Income Portfolio

Semiannual Report

June 30, 2014

(Fidelity Cover Art)


Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

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

Fidelity Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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. © 2014 FMR LLC. All rights reserved.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2014 to June 30, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Annualized
Expense Ratio
B

Beginning
Account Value
January 1, 2014

Ending
Account Value
June 30, 2014

Expenses Paid
During Period
*
January 1, 2014
to June 30, 2014

Initial Class

.54%

 

 

 

Actual

 

$ 1,000.00

$ 1,078.70

$ 2.78

HypotheticalA

 

$ 1,000.00

$ 1,022.12

$ 2.71

Service Class

.64%

 

 

 

Actual

 

$ 1,000.00

$ 1,078.10

$ 3.30

HypotheticalA

 

$ 1,000.00

$ 1,021.62

$ 3.21

Service Class 2

.79%

 

 

 

Actual

 

$ 1,000.00

$ 1,077.50

$ 4.07

HypotheticalA

 

$ 1,000.00

$ 1,020.88

$ 3.96

Service Class 2R

.79%

 

 

 

Actual

 

$ 1,000.00

$ 1,077.10

$ 4.07

HypotheticalA

 

$ 1,000.00

$ 1,020.88

$ 3.96

Investor Class

.62%

 

 

 

Actual

 

$ 1,000.00

$ 1,078.50

$ 3.20

HypotheticalA

 

$ 1,000.00

$ 1,021.72

$ 3.11

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report


Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

JPMorgan Chase & Co.

4.0

4.1

Chevron Corp.

3.1

3.0

Cisco Systems, Inc.

2.5

2.3

MetLife, Inc.

2.4

2.4

General Electric Co.

2.3

2.7

Johnson & Johnson

2.1

1.9

Procter & Gamble Co.

2.0

2.1

Wells Fargo & Co.

1.8

3.1

Exxon Mobil Corp.

1.8

2.6

Verizon Communications, Inc.

1.8

1.4

 

23.8

Top Five Market Sectors as of June 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.3

22.2

Energy

15.5

14.2

Information Technology

12.7

11.9

Consumer Staples

10.2

9.4

Industrials

9.5

10.5

Asset Allocation (% of fund's net assets)

As of June 30, 2014*

As of December 31, 2013**

vip1425877

Stocks 93.4%

 

vip1425877

Stocks 94.6%

 

vip1425907

Bonds 3.6%

 

vip1425907

Bonds 3.1%

 

vip1425913

Short-Term
Investments and
Net Other Assets
(Liabilities) 3.0%

 

vip1425913

Short-Term
Investments and
Net Other Assets (Liabilities) 2.2%

 

vip1425882

Other Investments 0.0%

 

vip1425882

Other Investments 0.1%

 

* Foreign investments

10.5%

 

** Foreign investments

12.2%

 

* Written options

(0.1)%

 

** Written options

(0.1)%

 

vip1425998

Amount represents less than 0.1%.

Semiannual Report


Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 91.8%

Shares

Value

CONSUMER DISCRETIONARY - 6.8%

Auto Components - 0.2%

Gentex Corp.

492,457

$ 14,325,574

Hotels, Restaurants & Leisure - 2.1%

Darden Restaurants, Inc.

588,999

27,252,984

McDonald's Corp. (i)

621,000

62,559,540

Texas Roadhouse, Inc. Class A

550,397

14,310,322

Yum! Brands, Inc. (i)

391,100

31,757,320

 

135,880,166

Leisure Products - 0.3%

New Academy Holding Co. LLC unit (a)(j)(k)

127,200

15,325,056

Media - 1.7%

Comcast Corp. Class A

1,607,743

86,303,644

Sinclair Broadcast Group, Inc. Class A

766,104

26,622,114

 

112,925,758

Multiline Retail - 1.7%

Kohl's Corp.

702,275

36,995,847

Target Corp.

1,322,160

76,619,172

 

113,615,019

Specialty Retail - 0.8%

Abercrombie & Fitch Co. Class A (e)

381,419

16,496,372

Foot Locker, Inc.

344,485

17,472,279

PetSmart, Inc. (e)

162,600

9,723,480

Staples, Inc.

944,036

10,233,350

 

53,925,481

TOTAL CONSUMER DISCRETIONARY

445,997,054

CONSUMER STAPLES - 10.1%

Beverages - 2.1%

Molson Coors Brewing Co. Class B

419,800

31,132,368

PepsiCo, Inc.

290,057

25,913,692

The Coca-Cola Co.

1,877,541

79,532,637

 

136,578,697

Food & Staples Retailing - 1.5%

CVS Caremark Corp.

474,300

35,747,991

Wal-Mart Stores, Inc.

400,578

30,071,390

Walgreen Co.

426,007

31,579,899

 

97,399,280

Food Products - 0.8%

B&G Foods, Inc. Class A

181,113

5,920,584

Kellogg Co.

737,857

48,477,205

 

54,397,789

Household Products - 2.0%

Procter & Gamble Co.

1,677,919

131,867,654

Tobacco - 3.7%

Altria Group, Inc. (i)

1,774,896

74,439,138

British American Tobacco PLC sponsored ADR

258,117

30,736,572

 

Shares

Value

Japan Tobacco, Inc.

98,500

$ 3,591,518

Lorillard, Inc.

1,165,715

71,073,644

Philip Morris International, Inc. (i)

413,484

34,860,836

Reynolds American, Inc.

557,300

33,633,055

 

248,334,763

TOTAL CONSUMER STAPLES

668,578,183

ENERGY - 15.0%

Energy Equipment & Services - 1.8%

Ensco PLC Class A

496,176

27,572,500

National Oilwell Varco, Inc.

363,706

29,951,189

Noble Corp.

796,165

26,719,297

Schlumberger Ltd.

312,302

36,836,021

 

121,079,007

Oil, Gas & Consumable Fuels - 13.2%

Access Midstream Partners LP

232,400

14,769,020

Anadarko Petroleum Corp.

320,786

35,116,443

Apache Corp.

548,868

55,227,098

Cameco Corp. (e)

472,100

9,260,159

Canadian Natural Resources Ltd. (e)

921,500

42,342,107

Chevron Corp.

1,551,180

202,506,549

CONSOL Energy, Inc.

642,535

29,601,587

EV Energy Partners LP

600,024

23,772,951

Exxon Mobil Corp.

1,166,669

117,460,235

Foresight Energy LP

227,800

4,624,340

Gazprom OAO sponsored ADR (Reg. S)

349,500

3,045,893

Holly Energy Partners LP

302,944

10,418,244

HollyFrontier Corp.

152,485

6,662,070

Imperial Oil Ltd.

330,100

17,395,176

Legacy Reserves LP

303,301

9,475,123

Markwest Energy Partners LP

664,329

47,552,670

Occidental Petroleum Corp.

399,187

40,968,562

Royal Dutch Shell PLC Class A sponsored ADR

363,029

29,902,699

Scorpio Tankers, Inc.

327,173

3,327,349

Suncor Energy, Inc.

1,240,500

52,896,069

The Williams Companies, Inc.

1,783,249

103,802,924

Williams Partners LP

155,800

8,458,382

 

868,585,650

TOTAL ENERGY

989,664,657

FINANCIALS - 23.2%

Banks - 9.5%

Bank of America Corp.

690,800

10,617,596

CIT Group, Inc. (i)

187,438

8,577,163

Citigroup, Inc.

878,900

41,396,190

Comerica, Inc.

268,748

13,480,400

FirstMerit Corp.

434,121

8,573,890

JPMorgan Chase & Co.

4,523,164

260,624,709

M&T Bank Corp.

497,591

61,726,164

PNC Financial Services Group, Inc.

182,500

16,251,625

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Banks - continued

Standard Chartered PLC (United Kingdom)

1,042,321

$ 21,298,908

U.S. Bancorp

1,436,638

62,235,158

Valley National Bancorp (e)

583,100

5,778,521

Wells Fargo & Co.

2,236,486

117,549,704

 

628,110,028

Capital Markets - 5.7%

Apollo Global Management LLC Class A

415,450

11,516,274

Apollo Investment Corp.

2,303,063

19,829,372

Ares Capital Corp.

834,895

14,911,225

Ares Management LP

294,400

5,646,592

Ashmore Group PLC

2,159,042

13,671,443

BlackRock, Inc. Class A (i)

95,157

30,412,177

Carlyle Group LP

364,900

12,392,004

Charles Schwab Corp.

505,969

13,625,745

Greenhill & Co., Inc.

141,703

6,978,873

Invesco Ltd.

357,900

13,510,725

KKR & Co. LP

4,306,421

104,775,223

Morgan Stanley, Inc.

973,375

31,469,214

State Street Corp.

397,902

26,762,889

The Blackstone Group LP

2,125,526

71,077,589

 

376,579,345

Diversified Financial Services - 0.6%

Berkshire Hathaway, Inc. Class B (a)

241,617

30,579,048

TPG Specialty Lending, Inc.

321,000

7,007,430

 

37,586,478

Insurance - 4.8%

ACE Ltd.

523,311

54,267,351

Allied World Assurance Co. Holdings Ltd.

87,900

3,341,958

Brasil Insurance Participacoes e Administracao SA

1,383,500

6,731,217

esure Group PLC

1,575,600

7,186,124

MetLife, Inc.

2,810,170

156,133,045

Prudential Financial, Inc. (i)

296,662

26,334,686

The Chubb Corp.

346,000

31,890,820

The Travelers Companies, Inc.

352,245

33,135,687

 

319,020,888

Real Estate Investment Trusts - 2.4%

American Capital Agency Corp.

1,122,548

26,278,849

Annaly Capital Management, Inc.

2,059,609

23,541,331

CBL & Associates Properties, Inc.

719,900

13,678,100

Coresite Realty Corp.

266,347

8,808,095

First Potomac Realty Trust

1,231,757

16,160,652

Home Properties, Inc.

397,272

25,409,517

Piedmont Office Realty Trust, Inc. Class A

405,824

7,686,307

Retail Properties America, Inc.

962,132

14,797,590

 

Shares

Value

Two Harbors Investment Corp.

1,464,834

$ 15,351,460

Ventas, Inc.

109,690

7,031,129

 

158,743,030

Real Estate Management & Development - 0.1%

Beazer Pre-Owned Rental Homes, Inc. (a)(k)

257,800

4,802,814

Thrifts & Mortgage Finance - 0.1%

Radian Group, Inc.

323,608

4,792,634

TOTAL FINANCIALS

1,529,635,217

HEALTH CARE - 7.9%

Biotechnology - 0.4%

Amgen, Inc.

207,300

24,538,101

Health Care Equipment & Supplies - 0.6%

Baxter International, Inc.

234,700

16,968,810

Covidien PLC

185,800

16,755,444

Meridian Bioscience, Inc.

40,052

826,673

St. Jude Medical, Inc.

105,946

7,336,761

 

41,887,688

Health Care Providers & Services - 0.9%

Aetna, Inc.

106,864

8,664,533

Quest Diagnostics, Inc.

259,082

15,205,523

UnitedHealth Group, Inc.

434,523

35,522,255

 

59,392,311

Pharmaceuticals - 6.0%

AbbVie, Inc.

122,724

6,926,543

Astellas Pharma, Inc.

1,581,900

20,802,881

AstraZeneca PLC sponsored ADR

415,740

30,893,639

Johnson & Johnson

1,313,768

137,446,408

Merck & Co., Inc.

1,331,794

77,044,283

Pfizer, Inc.

2,236,912

66,391,548

Sanofi SA

186,368

19,808,971

Teva Pharmaceutical Industries Ltd. sponsored ADR (i)

711,422

37,292,741

 

396,607,014

TOTAL HEALTH CARE

522,425,114

INDUSTRIALS - 9.0%

Aerospace & Defense - 0.8%

United Technologies Corp.

448,371

51,764,432

Air Freight & Logistics - 2.2%

C.H. Robinson Worldwide, Inc. (i)

535,028

34,129,436

PostNL NV (a)

1,952,500

9,223,776

United Parcel Service, Inc. Class B

1,009,137

103,598,004

 

146,951,216

Airlines - 0.1%

Copa Holdings SA Class A

22,200

3,165,054

Commercial Services & Supplies - 1.3%

Intrum Justitia AB

421,308

12,573,252

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Commercial Services & Supplies - continued

KAR Auction Services, Inc.

402,500

$ 12,827,675

Republic Services, Inc.

1,643,826

62,416,073

 

87,817,000

Construction & Engineering - 0.0%

MasTec, Inc. (a)

75,385

2,323,366

Electrical Equipment - 0.5%

Eaton Corp. PLC

138,200

10,666,276

Emerson Electric Co.

197,603

13,112,935

Hubbell, Inc. Class B

88,382

10,884,243

 

34,663,454

Industrial Conglomerates - 2.3%

General Electric Co.

5,880,476

154,538,909

Machinery - 0.8%

Cummins, Inc. (i)

129,100

19,918,839

Stanley Black & Decker, Inc. (i)

389,453

34,201,762

 

54,120,601

Professional Services - 0.5%

Acacia Research Corp.

524,326

9,306,787

Bureau Veritas SA

221,800

6,156,217

Michael Page International PLC

1,887,699

13,923,921

 

29,386,925

Road & Rail - 0.4%

Union Pacific Corp.

227,954

22,738,412

Trading Companies & Distributors - 0.1%

Now, Inc.

90,926

3,292,430

TOTAL INDUSTRIALS

590,761,799

INFORMATION TECHNOLOGY - 11.8%

Communications Equipment - 2.9%

Cisco Systems, Inc.

6,584,831

163,633,050

QUALCOMM, Inc.

335,039

26,535,089

 

190,168,139

Electronic Equipment & Components - 0.5%

Hitachi Ltd.

1,321,000

9,681,699

TE Connectivity Ltd.

410,561

25,389,092

 

35,070,791

Internet Software & Services - 0.3%

Yahoo!, Inc. (a)

620,600

21,801,678

IT Services - 3.4%

Accenture PLC Class A

209,971

16,974,056

IBM Corp.

631,823

114,530,555

Paychex, Inc.

1,966,369

81,722,296

Xerox Corp.

1,059,532

13,180,578

 

226,407,485

 

Shares

Value

Semiconductors & Semiconductor Equipment - 1.9%

Applied Materials, Inc. (i)

2,455,100

$ 55,362,505

Broadcom Corp. Class A (i)

1,854,260

68,830,131

 

124,192,636

Software - 1.8%

CA Technologies, Inc.

585,917

16,839,255

Microsoft Corp. (i)

2,380,624

99,272,021

 

116,111,276

Technology Hardware, Storage & Peripherals - 1.0%

Apple, Inc.

271,957

25,272,964

EMC Corp.

558,764

14,717,844

First Data Holdings, Inc. Class B (h)(k)

6,341,091

25,364,364

 

65,355,172

TOTAL INFORMATION TECHNOLOGY

779,107,177

MATERIALS - 1.4%

Chemicals - 0.5%

Potash Corp. of Saskatchewan, Inc.

169,700

6,453,705

RPM International, Inc.

374,252

17,282,957

Tronox Ltd. Class A

200,000

5,380,000

 

29,116,662

Metals & Mining - 0.9%

Commercial Metals Co.

754,827

13,066,055

Freeport-McMoRan Copper &
Gold, Inc.

1,197,478

43,707,947

Goldcorp, Inc.

35,300

985,178

SunCoke Energy Partners LP

98,489

2,974,368

 

60,733,548

TOTAL MATERIALS

89,850,210

TELECOMMUNICATION SERVICES - 3.4%

Diversified Telecommunication Services - 2.9%

AT&T, Inc.

1,743,393

61,646,376

Verizon Communications, Inc.

2,367,344

115,834,142

Verizon Communications, Inc. CDI

335,115

16,420,635

 

193,901,153

Wireless Telecommunication Services - 0.5%

Vodafone Group PLC

9,595,380

32,070,452

TOTAL TELECOMMUNICATION SERVICES

225,971,605

UTILITIES - 3.2%

Electric Utilities - 3.2%

American Electric Power Co., Inc.

819,271

45,690,744

Exelon Corp.

423,400

15,445,632

Hawaiian Electric Industries, Inc. (e)

563,987

14,280,151

Pinnacle West Capital Corp.

108,900

6,298,776

PPL Corp. (i)

1,227,547

43,614,745

Common Stocks - continued

Shares

Value

UTILITIES - continued

Electric Utilities - continued

Southern Co.

1,439,177

$ 65,309,852

Xcel Energy, Inc.

678,494

21,867,862

 

212,507,762

Independent Power and Renewable Electricity Producers - 0.0%

NextEra Energy Partners LP

30,500

1,022,055

TOTAL UTILITIES

213,529,817

TOTAL COMMON STOCKS

(Cost $4,543,417,274)


6,055,520,833

Preferred Stocks - 1.6%

 

 

 

 

Convertible Preferred Stocks - 1.2%

CONSUMER STAPLES - 0.1%

Food Products - 0.1%

Post Holdings, Inc. 5.25% (a)

35,200

3,705,856

FINANCIALS - 0.3%

Real Estate Investment Trusts - 0.3%

American Tower Corp. Series A, 5.25% (a)

32,000

3,404,800

Crown Castle International Corp.
Series A, 4.50%

113,000

11,445,770

Weyerhaeuser Co. Series A, 6.375%

111,500

6,348,531

 

21,199,101

HEALTH CARE - 0.1%

Health Care Equipment & Supplies - 0.1%

Alere, Inc. 3.00%

29,880

9,408,017

INDUSTRIALS - 0.1%

Aerospace & Defense - 0.1%

United Technologies Corp. 7.50%

81,200

5,293,428

UTILITIES - 0.6%

Electric Utilities - 0.2%

NextEra Energy, Inc.:

5.889%

49,807

3,234,965

Series E, 5.599%

158,600

10,653,162

 

13,888,127

Multi-Utilities - 0.4%

CenterPoint Energy, Inc. 2.00% ZENS

138,300

7,901,079

Dominion Resources, Inc.:

6.375% (a)

132,000

6,946,500

 

Shares

Value

Series A, 6.125%

85,500

$ 4,929,075

Series B, 6.00%

99,000

5,743,980

 

25,520,634

TOTAL UTILITIES

39,408,761

TOTAL CONVERTIBLE PREFERRED STOCKS

79,015,163

Nonconvertible Preferred Stocks - 0.4%

FINANCIALS - 0.4%

Consumer Finance - 0.4%

Ally Financial, Inc.:

7.00% (f)

19,863

19,913,279

Series A, 8.50%

155,954

4,307,449

 

24,220,728

TOTAL PREFERRED STOCKS

(Cost $89,580,008)


103,235,891

Corporate Bonds - 3.6%

 

Principal Amount (d)

 

Convertible Bonds - 3.3%

CONSUMER DISCRETIONARY - 0.3%

Automobiles - 0.2%

Ford Motor Co. 4.25% 11/15/16

$ 2,070,000

4,136,274

Volkswagen International Finance NV 5.5% 11/9/15 (f)

EUR

6,400,000

10,277,856

 

14,414,130

Diversified Consumer Services - 0.1%

Carriage Services, Inc. 2.75% 3/15/21 (f)

2,600,000

2,705,625

Media - 0.0%

Liberty Media Corp. 3.5% 1/15/31

2,472,825

2,258,594

TOTAL CONSUMER DISCRETIONARY

19,378,349

ENERGY - 0.5%

Oil, Gas & Consumable Fuels - 0.5%

Amyris, Inc. 3% 2/27/17

1,383,000

1,151,265

BPZ Energy, Inc. 8.5% 10/1/17

2,730,000

3,177,038

Chesapeake Energy Corp. 2.5% 5/15/37

9,290,000

9,947,732

Clean Energy Fuels Corp. 5.25% 10/1/18 (f)

3,600,000

3,548,880

Scorpio Tankers, Inc. 2.375% 7/1/19 (f)

4,000,000

4,234,400

Ship Finance International Ltd. 3.25% 2/1/18

7,260,000

8,207,430

 

30,266,745

Corporate Bonds - continued

 

Principal Amount (d)

Value

Convertible Bonds - continued

FINANCIALS - 0.4%

Capital Markets - 0.1%

Ares Capital Corp. 5.75% 2/1/16

$ 6,190,000

$ 6,584,613

Insurance - 0.1%

Fidelity National Financial, Inc. 4.25% 8/15/18

4,760,000

7,854,000

Thrifts & Mortgage Finance - 0.2%

MGIC Investment Corp. 9% 4/1/63 (f)

10,438,000

13,398,217

TOTAL FINANCIALS

27,836,830

HEALTH CARE - 0.8%

Biotechnology - 0.0%

Gilead Sciences, Inc. 1.625% 5/1/16

630,000

2,295,776

Health Care Equipment & Supplies - 0.1%

Teleflex, Inc. 3.875% 8/1/17

3,510,000

6,118,632

Health Care Providers & Services - 0.5%

HealthSouth Corp. 2% 12/1/43

10,178,000

11,107,251

Molina Healthcare, Inc. 1.125% 1/15/20

4,080,000

5,097,450

WellPoint, Inc. 2.75% 10/15/42

13,310,000

20,430,850

 

36,635,551

Pharmaceuticals - 0.2%

Theravance, Inc. 2.125% 1/15/23

7,290,000

10,515,825

TOTAL HEALTH CARE

55,565,784

INDUSTRIALS - 0.2%

Construction & Engineering - 0.1%

Layne Christensen Co. 4.25% 11/15/18 (f)

2,780,000

2,490,972

MasTec, Inc. 4.25% 12/15/14

2,080,000

4,173,000

 

6,663,972

Machinery - 0.1%

Navistar International Corp. 4.75% 4/15/19 (f)

6,710,000

7,154,873

TOTAL INDUSTRIALS

13,818,845

 

 

Principal Amount (d)

Value

INFORMATION TECHNOLOGY - 0.9%

Communications Equipment - 0.3%

InterDigital, Inc. 2.5% 3/15/16

$ 12,210,000

$ 13,477,398

Liberty Interactive LLC 0.75% 3/30/43

3,250,000

4,367,350

 

17,844,748

Semiconductors & Semiconductor Equipment - 0.5%

Canadian Solar, Inc. 4.25% 2/15/19 (f)

5,020,000

5,227,326

GT Advanced Technologies, Inc.:

3% 10/1/17

9,240,000

22,972,950

3% 12/15/20

1,890,000

3,305,232

 

31,505,508

Software - 0.1%

TiVo, Inc. 4% 3/15/16 (f)

8,310,000

11,018,229

TOTAL INFORMATION TECHNOLOGY

60,368,485

MATERIALS - 0.1%

Metals & Mining - 0.1%

Newmont Mining Corp. 1.25% 7/15/14

5,130,000

5,130,000

UTILITIES - 0.1%

Electric Utilities - 0.1%

NRG Yield, Inc. 3.5% 2/1/19 (f)

6,400,000

7,576,000

TOTAL CONVERTIBLE BONDS

219,941,038

Nonconvertible Bonds - 0.3%

INDUSTRIALS - 0.2%

Commercial Services & Supplies - 0.2%

APX Group, Inc.:

6.375% 12/1/19

2,585,000

2,681,938

8.75% 12/1/20

6,530,000

6,627,950

 

9,309,888

MATERIALS - 0.1%

Metals & Mining - 0.1%

JMC Steel Group, Inc. 8.25% 3/15/18 (f)

3,775,000

3,850,500

Walter Energy, Inc. 8.5% 4/15/21

5,250,000

2,940,000

 

6,790,500

TOTAL NONCONVERTIBLE BONDS

16,100,388

TOTAL CORPORATE BONDS

(Cost $196,529,630)


236,041,426

Preferred Securities - 0.0%

 

Principal Amount (d)

Value

FINANCIALS - 0.0%

Diversified Financial Services - 0.0%

Baggot Securities Ltd. 10.24% (f)(g)

(Cost $3,931,534)

EUR

2,560,000

$ 3,987,034

Money Market Funds - 4.1%

Shares

Value

Fidelity Cash Central Fund, 0.11% (b)

221,223,706

$ 221,223,706

Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)

46,989,775

46,989,775

TOTAL MONEY MARKET FUNDS

(Cost $268,213,481)


268,213,481

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $5,101,671,927)

6,666,998,665

NET OTHER ASSETS (LIABILITIES) - (1.1)%

(74,153,276)

NET ASSETS - 100%

$ 6,592,845,389

Written Options

Expiration Date/Exercise Price

Number of Contracts

Premium

Value

Call Options

Altria Group, Inc.

9/20/14 -
$43.00

8,874

$ 480,161

$ (545,751)

Applied Materials, Inc.

7/19/14 -
$23.00

4,910

201,315

(220,950)

BlackRock, Inc. Class A

10/18/14 -
$320.00

476

412,873

(597,380)

Broadcom Corp. Class A

8/16/14 -
$41.00

6,119

348,185

(131,558)

C.H. Robinson Worldwide, Inc.

7/19/14 -
$62.50

1,766

107,653

(278,145)

CIT Group, Inc.

7/19/14 -
$50.00

937

99,695

(7,496)

Cummins, Inc.

9/20/14 -
$165.00

646

214,726

(122,740)

McDonald's Corp.

9/20/14 -
$105.00

3,105

315,523

(254,610)

Microsoft Corp.

7/19/14 -
$42.00

3,690

273,829

(149,445)

Philip Morris International, Inc.

7/19/14 -
$90.00

2,067

110,437

(12,402)

PPL Corp.

7/19/14 -
$34.00

6,138

147,309

(951,390)

Prudential Financial, Inc.

9/20/14 -
$95.00

1,483

218,604

(150,525)

Stanley Black & Decker, Inc.

7/19/14 -
$85.00

1,900

286,134

(598,500)

Teva Pharmaceutical Industries Ltd. sponsored ADR

7/19/14 -
$55.00

2,348

120,943

(34,046)

Yum! Brands, Inc.

7/19/14 -
$82.50

1,291

95,909

(130,391)

TOTAL WRITTEN OPTIONS

$ 3,433,296

$ (4,185,329)

Currency Abbreviations

EUR

-

European Monetary Unit

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

(d) Amount is stated in United States dollars unless otherwise noted.

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

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $95,383,191 or 1.4% of net assets.

(g) Security is perpetual in nature with no stated maturity date.

(h) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(i) Security or a portion of the security is pledged as collateral for call options written. At period end, the value of securities pledged amounted to $250,280,242.

(j) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes and is owned by the Fund.

(k) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $45,492,234 or 0.7% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Beazer Pre-Owned Rental
Homes, Inc.

5/3/12 - 10/23/12

$ 5,156,000

First Data Holdings, Inc. Class B

6/26/14

$ 25,364,364

New Academy Holding Co. LLC unit

8/1/11

$ 13,406,880

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

$ 73,720

Fidelity Securities Lending Cash Central Fund

203,103

Total

$ 276,823

Other Information

The following is a summary of the inputs used, as of June 30, 2014, 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:

Consumer Discretionary

$ 445,997,054

$ 430,671,998

$ -

$ 15,325,056

Consumer Staples

672,284,039

668,692,521

3,591,518

-

Energy

989,664,657

989,664,657

-

-

Financials

1,575,055,046

1,532,544,652

37,707,580

4,802,814

Health Care

531,833,131

491,221,279

40,611,852

-

Industrials

596,055,227

596,055,227

-

-

Information Technology

779,107,177

744,061,114

9,681,699

25,364,364

Materials

89,850,210

89,850,210

-

-

Telecommunication Services

225,971,605

193,901,153

32,070,452

-

Utilities

252,938,578

231,149,372

21,789,206

-

Corporate Bonds

236,041,426

5,130,000

230,911,426

-

Preferred Securities

3,987,034

-

3,987,034

-

Money Market Funds

268,213,481

268,213,481

-

-

Total Investments in Securities:

$ 6,666,998,665

$ 6,241,155,664

$ 380,350,767

$ 45,492,234

Derivative Instruments:

Liabilities

Written Options

$ (4,185,329)

$ (4,185,329)

$ -

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of June 30, 2014. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Written Options (a)

$ -

$ (4,185,329)

Total Value of Derivatives

$ -

$ (4,185,329)

(a) Gross value is presented in the Statement of Assets and Liabilities in the written options, at value line-item.

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

United States of America

89.5%

United Kingdom

3.6%

Canada

2.0%

Switzerland

1.2%

Others (Individually Less Than 1%)

3.7%

 

100.0%

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

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

  

June 30, 2014 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $45,347,915) - See accompanying schedule:

Unaffiliated issuers (cost $4,833,458,446)

$ 6,398,785,184

 

Fidelity Central Funds (cost $268,213,481)

268,213,481

 

Total Investments (cost $5,101,671,927)

 

$ 6,666,998,665

Cash

 

670,471

Receivable for investments sold

7,977,365

Receivable for fund shares sold

1,500,122

Dividends receivable

12,051,599

Interest receivable

1,799,517

Distributions receivable from Fidelity Central Funds

65,285

Other receivables

417,293

Total assets

6,691,480,317

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 13,152,309

Delayed delivery

25,364,364

Payable for fund shares redeemed

5,145,114

Accrued management fee

2,461,532

Distribution and service plan fees payable

408,835

Written options, at value (premium received $3,433,296)

4,185,329

Other affiliated payables

484,359

Other payables and accrued expenses

443,311

Collateral on securities loaned, at value

46,989,775

Total liabilities

98,634,928

 

 

 

Net Assets

$ 6,592,845,389

Net Assets consist of:

 

Paid in capital

$ 4,622,203,835

Undistributed net investment income

104,213,595

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

301,811,675

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

1,564,616,284

Net Assets

$ 6,592,845,389

Statement of Assets and Liabilities - continued

  

June 30, 2014 (Unaudited)

 

 

 

Initial Class:
Net Asset Value
, offering price and redemption price per share ($3,996,200,038 ÷ 159,646,519 shares)

$ 25.03

 

 

 

Service Class:
Net Asset Value
, offering price and redemption price per share ($400,886,523 ÷ 16,084,395 shares)

$ 24.92

 

 

 

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($1,796,598,803 ÷ 73,159,936 shares)

$ 24.56

 

 

 

Service Class 2R:
Net Asset Value
, offering price and redemption price per share ($14,138,155 ÷ 579,329 shares)

$ 24.40

 

 

 

Investor Class:
Net Asset Value
, offering price and redemption price per share ($385,021,870 ÷ 15,440,845 shares)

$ 24.94

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

 

  

  

Investment Income

  

  

Dividends

 

$ 97,719,645

Special dividends

 

22,197,225

Interest

 

3,684,328

Income from Fidelity Central Funds

 

276,823

Total income

 

123,878,021

 

 

 

Expenses

Management fee

$ 14,329,873

Transfer agent fees

2,218,402

Distribution and service plan fees

2,385,787

Accounting and security lending fees

570,300

Custodian fees and expenses

67,001

Independent trustees' compensation

13,086

Appreciation in deferred trustee compensation account

156

Audit

47,756

Legal

8,341

Miscellaneous

29,680

Total expenses before reductions

19,670,382

Expense reductions

(77,956)

19,592,426

Net investment income (loss)

104,285,595

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

332,007,113

Foreign currency transactions

18,046

Written options

3,686,555

Total net realized gain (loss)

 

335,711,714

Change in net unrealized appreciation (depreciation) on:

Investment securities

38,980,720

Assets and liabilities in foreign currencies

(34,261)

Written options

2,517,579

Total change in net unrealized appreciation (depreciation)

 

41,464,038

Net gain (loss)

377,175,752

Net increase (decrease) in net assets resulting from operations

$ 481,461,347

Statement of Changes in Net Assets

  

Six months ended
June 30, 2014
(Unaudited)

Year ended
December 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 104,285,595

$ 144,508,656

Net realized gain (loss)

335,711,714

426,826,124

Change in net unrealized appreciation (depreciation)

41,464,038

930,403,753

Net increase (decrease) in net assets resulting from operations

481,461,347

1,501,738,533

Distributions to shareholders from net investment income

-

(147,533,373)

Distributions to shareholders from net realized gain

(22,861,605)

(403,959,921)

Total distributions

(22,861,605)

(551,493,294)

Share transactions - net increase (decrease)

(324,269,241)

(90,118,096)

Redemption fees

3,177

144

Total increase (decrease) in net assets

134,333,678

860,127,287

 

 

 

Net Assets

Beginning of period

6,458,511,711

5,598,384,424

End of period (including undistributed net investment income of $104,213,595 and distributions in excess of net investment income of $72,000, respectively)

$ 6,592,845,389

$ 6,458,511,711

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

Semiannual Report

Financial Highlights - Initial Class

 

Six months ended June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 23.29

$ 19.94

$ 18.69

$ 19.02

$ 16.81

$ 13.18

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .40 H

.56

.59

.48

.30

.33

Net realized and unrealized gain (loss)

  1.42

4.96

2.59

(.31)

2.24

3.64

Total from investment operations

  1.82

5.52

3.18

.17

2.54

3.97

Distributions from net investment income

  -

(.60)

(.63) I

(.50)

(.33)

(.34)

Distributions from net realized gain

  (.08)

(1.57)

(1.30) I

-

-

-

Total distributions

  (.08)

(2.17)

(1.93)

(.50)

(.33)

(.34)

Redemption fees added to paid in capital E,K

  -

-

-

-

-

-

Net asset value, end of period

$ 25.03

$ 23.29

$ 19.94

$ 18.69

$ 19.02

$ 16.81

Total Return B, C, D

  7.87%

28.15%

17.31%

.97%

15.15%

30.21%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .54%A

.55%

.55%

.56%

.56%

.58%

Expenses net of fee waivers, if any

  .54%A

.54%

.55%

.55%

.55%

.58%

Expenses net of all reductions

  .54%A

.54%

.54%

.54%

.55%

.58%

Net investment income (loss)

  3.36% A,H

2.43%

2.94%

2.48%

1.71%

2.29%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,996,200

$ 3,947,728

$ 3,461,083

$ 3,345,762

$ 3,798,310

$ 3,771,733

Portfolio turnover rate G

  39% A

32%

48%

96%

29%

29%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 2.66%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

Financial Highlights - Service Class

 

Six months ended June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 23.20

$ 19.87

$ 18.63

$ 18.96

$ 16.75

$ 13.14

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .38 H

.53

.57

.46

.28

.31

Net realized and unrealized gain (loss)

  1.42

4.94

2.57

(.31)

2.24

3.63

Total from investment operations

  1.80

5.47

3.14

.15

2.52

3.94

Distributions from net investment income

  -

(.57)

(.60) I

(.48)

(.31)

(.33)

Distributions from net realized gain

  (.08)

(1.57)

(1.30) I

-

-

-

Total distributions

  (.08)

(2.14)

(1.90)

(.48)

(.31)

(.33)

Redemption fees added to paid in capital E,K

  -

-

-

-

-

-

Net asset value, end of period

$ 24.92

$ 23.20

$ 19.87

$ 18.63

$ 18.96

$ 16.75

Total Return B, C, D

  7.81%

28.01%

17.19%

.86%

15.09%

30.03%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .64% A

.65%

.65%

.66%

.66%

.68%

Expenses net of fee waivers, if any

  .64% A

.64%

.65%

.66%

.65%

.68%

Expenses net of all reductions

  .64% A

.64%

.64%

.64%

.65%

.68%

Net investment income (loss)

  3.26% A,H

2.33%

2.84%

2.38%

1.61%

2.19%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 400,887

$ 391,896

$ 350,493

$ 347,999

$ 414,431

$ 430,383

Portfolio turnover rate G

  39% A

32%

48%

96%

29%

29%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 2.56%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

 

Six months ended June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 22.88

$ 19.62

$ 18.41

$ 18.75

$ 16.57

$ 13.00

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .36 H

.49

.53

.42

.25

.29

Net realized and unrealized gain (loss)

  1.40

4.88

2.55

(.31)

2.21

3.58

Total from investment operations

  1.76

5.37

3.08

.11

2.46

3.87

Distributions from net investment income

  -

(.54)

(.57) I

(.45)

(.28)

(.30)

Distributions from net realized gain

  (.08)

(1.57)

(1.30) I

-

-

-

Total distributions

  (.08)

(2.11)

(1.87)

(.45)

(.28)

(.30)

Redemption fees added to paid in capital E,K

  -

-

-

-

-

-

Net asset value, end of period

$ 24.56

$ 22.88

$ 19.62

$ 18.41

$ 18.75

$ 16.57

Total Return B, C, D

  7.75%

27.83%

17.05%

.66%

14.92%

29.88%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .79% A

.80%

.80%

.81%

.81%

.83%

Expenses net of fee waivers, if any

  .79% A

.79%

.80%

.81%

.80%

.83%

Expenses net of all reductions

  .79%A

.79%

.79%

.80%

.80%

.83%

Net investment income (loss)

  3.11% A,H

2.18%

2.69%

2.23%

1.46%

2.04%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,796,599

$ 1,755,769

$ 1,560,856

$ 1,457,230

$ 1,619,356

$ 1,558,421

Portfolio turnover rate G

  39% A

32%

48%

96%

29%

29%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 2.41%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

Financial Highlights - Service Class 2R

 

Six months ended June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 22.74

$ 19.53

$ 18.34

$ 18.66

$ 16.49

$ 12.93

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .36 H

.49

.53

.42

.25

.28

Net realized and unrealized gain (loss)

  1.38

4.84

2.54

(.30)

2.20

3.58

Total from investment operations

  1.74

5.33

3.07

.12

2.45

3.86

Distributions from net investment income

  -

(.55)

(.58) I

(.44)

(.28)

(.30)

Distributions from net realized gain

  (.08)

(1.57)

(1.30) I

-

-

-

Total distributions

  (.08)

(2.12)

(1.88)

(.44)

(.28)

(.30)

Redemption fees added to paid in capital E,K

  -

-

-

-

-

-

Net asset value, end of period

$ 24.40

$ 22.74

$ 19.53

$ 18.34

$ 18.66

$ 16.49

Total Return B, C, D

  7.71%

27.79%

17.05%

.70%

14.90%

29.95%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .79% A

.79%

.80%

.81%

.81%

.83%

Expenses net of fee waivers, if any

  .79% A

.79%

.80%

.80%

.80%

.83%

Expenses net of all reductions

  .79% A

.79%

.79%

.79%

.80%

.83%

Net investment income (loss)

  3.11% A,H

2.19%

2.69%

2.23%

1.46%

2.04%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 14,138

$ 11,980

$ 5,640

$ 3,956

$ 5,405

$ 5,259

Portfolio turnover rate G

  39% A

32%

48%

96%

29%

29%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 2.41%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Investor Class

 

Six months ended June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 23.21

$ 19.89

$ 18.64

$ 18.97

$ 16.77

$ 13.15

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .39 H

.54

.57

.46

.28

.31

Net realized and unrealized gain (loss)

  1.42

4.93

2.59

(.31)

2.23

3.64

Total from investment operations

  1.81

5.47

3.16

.15

2.51

3.95

Distributions from net investment income

  -

(.58)

(.61) I

(.48)

(.31)

(.33)

Distributions from net realized gain

  (.08)

(1.57)

(1.30) I

-

-

-

Total distributions

  (.08)

(2.15)

(1.91)

(.48)

(.31)

(.33)

Redemption fees added to paid in capital E,K

  -

-

-

-

-

-

Net asset value, end of period

$ 24.94

$ 23.21

$ 19.89

$ 18.64

$ 18.97

$ 16.77

Total Return B, C, D

  7.85%

27.99%

17.27%

.89%

15.04%

30.09%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .62% A

.63%

.64%

.64%

.65%

.68%

Expenses net of fee waivers, if any

  .62% A

.62%

.64%

.64%

.64%

.68%

Expenses net of all reductions

  .62% A

.62%

.63%

.63%

.64%

.68%

Net investment income (loss)

  3.28% A,H

2.35%

2.85%

2.39%

1.62%

2.19%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 385,022

$ 351,139

$ 220,311

$ 178,499

$ 165,946

$ 147,358

Portfolio turnover rate G

  39% A

32%

48%

96%

29%

29%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 2.58%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

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

Semiannual Report


Notes to Financial Statements

For the period ended June 30, 2014 (Unaudited)

1. Organization.

VIP Equity-Income PortfolioSM (the Fund) is a fund of Variable Insurance Products Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares, Service Class 2R shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class.

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when 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.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds and preferred securities are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Exchange-traded options are valued using the last sale price or, in the absence of a sale, the last offering price and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

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 June 30, 2014, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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, market discount, contingent interest, partnerships, deferred trustees compensation, equity-debt classifications and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 1,748,707,742

Gross unrealized depreciation

(186,062,280)

Net unrealized appreciation (depreciation) on securities and other investments

$ 1,562,645,462

 

 

Tax cost

$ 5,104,353,203

Trading (Redemption) Fees. Service Class 2R shares held by investors less than 60 days may be subject to a redemption fee equal to 1% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

4. Derivative Instruments.

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

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

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

Equity Risk

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

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund.

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

Semiannual Report

4. Derivative Instruments - continued

Options. Options give the purchaser the right, but not the obligation, to buy (call) or sell (put) an underlying security or financial instrument at an agreed exercise or strike price between or on certain dates. Options obligate the seller (writer) to buy (put) or sell (call) an underlying instrument at the exercise or strike price or cash settle an underlying derivative instrument if the holder exercises the option on or before the expiration date.

The Fund used exchange-traded written covered call options to manage its exposure to the market. When the Fund writes a covered call option, the Fund holds the underlying instrument which must be delivered to the holder upon the exercise of the option.

Upon entering into a written options contract, the Fund will receive a premium. Premiums received are reflected as a liability on the Statement of Assets and Liabilities. Options are valued daily and any unrealized appreciation (depreciation) is reflected on the Statement of Assets and Liabilities. When a written option is exercised, the premium is added to the proceeds from the sale of the underlying instrument in determining the gain or loss realized on that investment. When an option is closed the Fund will realize a gain or loss depending on whether the proceeds or amount paid for the closing sale transaction are greater or less than the premium received. When an option expires, gains and losses are realized to the extent of premiums received. The net realized gain (loss) on closed and expired written options and the change in net unrealized appreciation (depreciation) on written options are reflected separately on the Statement of Operations.

Writing call options tends to decrease exposure to the underlying instrument and risk of loss is the change in value in excess of the premium received.

Any open options at period end are presented in the Schedule of Investments under the caption "Written Options" and are representative of volume of activity during the period.

During the period, the Fund recognized net realized gain (loss) of $3,686,555 and a change in net unrealized appreciation (depreciation) of $2,517,579 related to its investment in written options. This amount is included in the Statement of Operations.

The following is a summary of the Fund's written options activity:

Written Options

Number of Contracts

Amount of Premiums

Outstanding at beginning of period

31,690

$ 1,867,358

Options Opened

129,753

9,850,465

Options Exercised

(44,843)

(3,667,899)

Options Closed

(36,287)

(2,267,315)

Options Expired

(34,563)

(2,349,313)

Outstanding at end of period

45,750

$ 3,433,296

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,203,902,918 and $1,488,862,918, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .45% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate 12b-1 Plans for each Service Class of shares. Each Service Class pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, a service fee. For the period, the service fee is based on an annual rate of .10% of Service Class' average net assets and .25% of Service Class 2's and Service Class 2R's average net assets.

For the period, total fees, all of which were re-allowed to insurance companies for the distribution of shares and providing shareholder support services were as follows:

Service Class

$ 193,027

Service Class 2

2,176,525

Service Class 2R

16,235

 

$ 2,385,787

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class) pays a fee for transfer agent services, typesetting, printing and mailing of shareholder reports, excluding mailing of proxy statements and out of pocket expenses, equal to an annual rate of .07% (.15% for Investor Class) of average net assets. For the period, transfer agent fees for each class, including out of pocket expenses, were as follows:

Initial Class

$ 1,261,594

Service Class

125,924

Service Class 2

569,105

Service Class 2R

4,211

Investor Class

257,568

 

$ 2,218,402

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $1,795 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5,852 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $240,540. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $203,103, including $413 from securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $77,950 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $6.

Semiannual Report

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 

Six months ended
June 30, 2014

Year ended
December 31, 2013

From net investment income

 

 

Initial Class

$ -

$ 92,568,520

Service Class

-

8,840,014

Service Class 2

-

37,705,026

Service Class 2R

-

258,073

Investor Class

-

8,161,740

Total

$ -

$ 147,533,373

From net realized gain

 

 

Initial Class

$ 13,890,337

$ 245,504,561

Service Class

1,381,568

24,485,710

Service Class 2

6,319,415

111,276,322

Service Class 2R

44,475

724,327

Investor Class

1,225,810

21,969,001

Total

$ 22,861,605

$ 403,959,921

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

 

Six months ended
June 30,
2014

Year ended
December 31,
2013

Six months ended
June 30,
2014

Year ended
December 31,
2013

Initial Class

 

 

 

 

Shares sold

2,016,326

5,939,757

$ 47,366,252

$ 136,791,018

Reinvestment of distributions

617,623

15,117,940

13,890,337

338,073,081

Shares redeemed

(12,485,353)

(25,104,941)

(292,066,622)

(577,075,155)

Net increase (decrease)

(9,851,404)

(4,047,244)

$ (230,810,033)

$ (102,211,056)

Service Class

 

 

 

 

Shares sold

335,848

522,521

$ 7,964,184

$ 11,868,622

Reinvestment of distributions

61,677

1,495,670

1,381,568

33,325,724

Shares redeemed

(1,203,357)

(2,763,995)

(28,165,433)

(62,879,133)

Net increase (decrease)

(805,832)

(745,804)

$ (18,819,681)

$ (17,684,787)

Service Class 2

 

 

 

 

Shares sold

2,382,698

5,862,575

$ 55,158,163

$ 132,392,944

Reinvestment of distributions

286,076

6,780,471

6,319,415

148,981,348

Shares redeemed

(6,248,901)

(15,448,401)

(145,105,211)

(348,570,665)

Net increase (decrease)

(3,580,127)

(2,805,355)

$ (83,627,633)

$ (67,196,373)

Service Class 2R

 

 

 

 

Shares sold

90,479

253,817

$ 2,071,086

$ 5,683,428

Reinvestment of distributions

2,026

44,961

44,475

982,400

Shares redeemed

(40,049)

(60,780)

(937,155)

(1,351,791)

Net increase (decrease)

52,456

237,998

$ 1,178,406

$ 5,314,037

Investor Class

 

 

 

 

Shares sold

1,174,683

3,800,857

$ 27,838,855

$ 86,969,508

Reinvestment of distributions

54,699

1,351,634

1,225,810

30,130,741

Shares redeemed

(916,798)

(1,103,166)

(21,254,965)

(25,440,166)

Net increase (decrease)

312,584

4,049,325

$ 7,809,700

$ 91,660,083

12. Other.

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

At the end of the period, the investment adviser or its affiliates were the owners of record of 13% of the total outstanding shares of the Fund and one otherwise unaffiliated shareholder was the owner of record of 18% of the total outstanding shares of the Fund.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

The Northern Trust Company
Chicago, IL

VIPEI-SANN-0814
1.705693.116

Fidelity® Variable Insurance Products:
Equity-Income Portfolio - Service Class 2R

Semiannual Report

June 30, 2014

(Fidelity Cover Art)


Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

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

Fidelity Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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. © 2014 FMR LLC. All rights reserved.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2014 to June 30, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Annualized
Expense Ratio
B

Beginning
Account Value
January 1, 2014

Ending
Account Value
June 30, 2014

Expenses Paid
During Period
*
January 1, 2014
to June 30, 2014

Initial Class

.54%

 

 

 

Actual

 

$ 1,000.00

$ 1,078.70

$ 2.78

HypotheticalA

 

$ 1,000.00

$ 1,022.12

$ 2.71

Service Class

.64%

 

 

 

Actual

 

$ 1,000.00

$ 1,078.10

$ 3.30

HypotheticalA

 

$ 1,000.00

$ 1,021.62

$ 3.21

Service Class 2

.79%

 

 

 

Actual

 

$ 1,000.00

$ 1,077.50

$ 4.07

HypotheticalA

 

$ 1,000.00

$ 1,020.88

$ 3.96

Service Class 2R

.79%

 

 

 

Actual

 

$ 1,000.00

$ 1,077.10

$ 4.07

HypotheticalA

 

$ 1,000.00

$ 1,020.88

$ 3.96

Investor Class

.62%

 

 

 

Actual

 

$ 1,000.00

$ 1,078.50

$ 3.20

HypotheticalA

 

$ 1,000.00

$ 1,021.72

$ 3.11

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report


Investment Changes (Unaudited)

Top Ten Stocks as of June 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

JPMorgan Chase & Co.

4.0

4.1

Chevron Corp.

3.1

3.0

Cisco Systems, Inc.

2.5

2.3

MetLife, Inc.

2.4

2.4

General Electric Co.

2.3

2.7

Johnson & Johnson

2.1

1.9

Procter & Gamble Co.

2.0

2.1

Wells Fargo & Co.

1.8

3.1

Exxon Mobil Corp.

1.8

2.6

Verizon Communications, Inc.

1.8

1.4

 

23.8

Top Five Market Sectors as of June 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

24.3

22.2

Energy

15.5

14.2

Information Technology

12.7

11.9

Consumer Staples

10.2

9.4

Industrials

9.5

10.5

Asset Allocation (% of fund's net assets)

As of June 30, 2014*

As of December 31, 2013**

vip1425877

Stocks 93.4%

 

vip1425877

Stocks 94.6%

 

vip1425907

Bonds 3.6%

 

vip1425907

Bonds 3.1%

 

vip1425913

Short-Term
Investments and
Net Other Assets
(Liabilities) 3.0%

 

vip1425913

Short-Term
Investments and
Net Other Assets (Liabilities) 2.2%

 

vip1425882

Other Investments 0.0%

 

vip1425882

Other Investments 0.1%

 

* Foreign investments

10.5%

 

** Foreign investments

12.2%

 

* Written options

(0.1)%

 

** Written options

(0.1)%

 

vip1426013

Amount represents less than 0.1%.

Semiannual Report


Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 91.8%

Shares

Value

CONSUMER DISCRETIONARY - 6.8%

Auto Components - 0.2%

Gentex Corp.

492,457

$ 14,325,574

Hotels, Restaurants & Leisure - 2.1%

Darden Restaurants, Inc.

588,999

27,252,984

McDonald's Corp. (i)

621,000

62,559,540

Texas Roadhouse, Inc. Class A

550,397

14,310,322

Yum! Brands, Inc. (i)

391,100

31,757,320

 

135,880,166

Leisure Products - 0.3%

New Academy Holding Co. LLC unit (a)(j)(k)

127,200

15,325,056

Media - 1.7%

Comcast Corp. Class A

1,607,743

86,303,644

Sinclair Broadcast Group, Inc. Class A

766,104

26,622,114

 

112,925,758

Multiline Retail - 1.7%

Kohl's Corp.

702,275

36,995,847

Target Corp.

1,322,160

76,619,172

 

113,615,019

Specialty Retail - 0.8%

Abercrombie & Fitch Co. Class A (e)

381,419

16,496,372

Foot Locker, Inc.

344,485

17,472,279

PetSmart, Inc. (e)

162,600

9,723,480

Staples, Inc.

944,036

10,233,350

 

53,925,481

TOTAL CONSUMER DISCRETIONARY

445,997,054

CONSUMER STAPLES - 10.1%

Beverages - 2.1%

Molson Coors Brewing Co. Class B

419,800

31,132,368

PepsiCo, Inc.

290,057

25,913,692

The Coca-Cola Co.

1,877,541

79,532,637

 

136,578,697

Food & Staples Retailing - 1.5%

CVS Caremark Corp.

474,300

35,747,991

Wal-Mart Stores, Inc.

400,578

30,071,390

Walgreen Co.

426,007

31,579,899

 

97,399,280

Food Products - 0.8%

B&G Foods, Inc. Class A

181,113

5,920,584

Kellogg Co.

737,857

48,477,205

 

54,397,789

Household Products - 2.0%

Procter & Gamble Co.

1,677,919

131,867,654

Tobacco - 3.7%

Altria Group, Inc. (i)

1,774,896

74,439,138

British American Tobacco PLC sponsored ADR

258,117

30,736,572

 

Shares

Value

Japan Tobacco, Inc.

98,500

$ 3,591,518

Lorillard, Inc.

1,165,715

71,073,644

Philip Morris International, Inc. (i)

413,484

34,860,836

Reynolds American, Inc.

557,300

33,633,055

 

248,334,763

TOTAL CONSUMER STAPLES

668,578,183

ENERGY - 15.0%

Energy Equipment & Services - 1.8%

Ensco PLC Class A

496,176

27,572,500

National Oilwell Varco, Inc.

363,706

29,951,189

Noble Corp.

796,165

26,719,297

Schlumberger Ltd.

312,302

36,836,021

 

121,079,007

Oil, Gas & Consumable Fuels - 13.2%

Access Midstream Partners LP

232,400

14,769,020

Anadarko Petroleum Corp.

320,786

35,116,443

Apache Corp.

548,868

55,227,098

Cameco Corp. (e)

472,100

9,260,159

Canadian Natural Resources Ltd. (e)

921,500

42,342,107

Chevron Corp.

1,551,180

202,506,549

CONSOL Energy, Inc.

642,535

29,601,587

EV Energy Partners LP

600,024

23,772,951

Exxon Mobil Corp.

1,166,669

117,460,235

Foresight Energy LP

227,800

4,624,340

Gazprom OAO sponsored ADR (Reg. S)

349,500

3,045,893

Holly Energy Partners LP

302,944

10,418,244

HollyFrontier Corp.

152,485

6,662,070

Imperial Oil Ltd.

330,100

17,395,176

Legacy Reserves LP

303,301

9,475,123

Markwest Energy Partners LP

664,329

47,552,670

Occidental Petroleum Corp.

399,187

40,968,562

Royal Dutch Shell PLC Class A sponsored ADR

363,029

29,902,699

Scorpio Tankers, Inc.

327,173

3,327,349

Suncor Energy, Inc.

1,240,500

52,896,069

The Williams Companies, Inc.

1,783,249

103,802,924

Williams Partners LP

155,800

8,458,382

 

868,585,650

TOTAL ENERGY

989,664,657

FINANCIALS - 23.2%

Banks - 9.5%

Bank of America Corp.

690,800

10,617,596

CIT Group, Inc. (i)

187,438

8,577,163

Citigroup, Inc.

878,900

41,396,190

Comerica, Inc.

268,748

13,480,400

FirstMerit Corp.

434,121

8,573,890

JPMorgan Chase & Co.

4,523,164

260,624,709

M&T Bank Corp.

497,591

61,726,164

PNC Financial Services Group, Inc.

182,500

16,251,625

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Banks - continued

Standard Chartered PLC (United Kingdom)

1,042,321

$ 21,298,908

U.S. Bancorp

1,436,638

62,235,158

Valley National Bancorp (e)

583,100

5,778,521

Wells Fargo & Co.

2,236,486

117,549,704

 

628,110,028

Capital Markets - 5.7%

Apollo Global Management LLC Class A

415,450

11,516,274

Apollo Investment Corp.

2,303,063

19,829,372

Ares Capital Corp.

834,895

14,911,225

Ares Management LP

294,400

5,646,592

Ashmore Group PLC

2,159,042

13,671,443

BlackRock, Inc. Class A (i)

95,157

30,412,177

Carlyle Group LP

364,900

12,392,004

Charles Schwab Corp.

505,969

13,625,745

Greenhill & Co., Inc.

141,703

6,978,873

Invesco Ltd.

357,900

13,510,725

KKR & Co. LP

4,306,421

104,775,223

Morgan Stanley, Inc.

973,375

31,469,214

State Street Corp.

397,902

26,762,889

The Blackstone Group LP

2,125,526

71,077,589

 

376,579,345

Diversified Financial Services - 0.6%

Berkshire Hathaway, Inc. Class B (a)

241,617

30,579,048

TPG Specialty Lending, Inc.

321,000

7,007,430

 

37,586,478

Insurance - 4.8%

ACE Ltd.

523,311

54,267,351

Allied World Assurance Co. Holdings Ltd.

87,900

3,341,958

Brasil Insurance Participacoes e Administracao SA

1,383,500

6,731,217

esure Group PLC

1,575,600

7,186,124

MetLife, Inc.

2,810,170

156,133,045

Prudential Financial, Inc. (i)

296,662

26,334,686

The Chubb Corp.

346,000

31,890,820

The Travelers Companies, Inc.

352,245

33,135,687

 

319,020,888

Real Estate Investment Trusts - 2.4%

American Capital Agency Corp.

1,122,548

26,278,849

Annaly Capital Management, Inc.

2,059,609

23,541,331

CBL & Associates Properties, Inc.

719,900

13,678,100

Coresite Realty Corp.

266,347

8,808,095

First Potomac Realty Trust

1,231,757

16,160,652

Home Properties, Inc.

397,272

25,409,517

Piedmont Office Realty Trust, Inc. Class A

405,824

7,686,307

Retail Properties America, Inc.

962,132

14,797,590

 

Shares

Value

Two Harbors Investment Corp.

1,464,834

$ 15,351,460

Ventas, Inc.

109,690

7,031,129

 

158,743,030

Real Estate Management & Development - 0.1%

Beazer Pre-Owned Rental Homes, Inc. (a)(k)

257,800

4,802,814

Thrifts & Mortgage Finance - 0.1%

Radian Group, Inc.

323,608

4,792,634

TOTAL FINANCIALS

1,529,635,217

HEALTH CARE - 7.9%

Biotechnology - 0.4%

Amgen, Inc.

207,300

24,538,101

Health Care Equipment & Supplies - 0.6%

Baxter International, Inc.

234,700

16,968,810

Covidien PLC

185,800

16,755,444

Meridian Bioscience, Inc.

40,052

826,673

St. Jude Medical, Inc.

105,946

7,336,761

 

41,887,688

Health Care Providers & Services - 0.9%

Aetna, Inc.

106,864

8,664,533

Quest Diagnostics, Inc.

259,082

15,205,523

UnitedHealth Group, Inc.

434,523

35,522,255

 

59,392,311

Pharmaceuticals - 6.0%

AbbVie, Inc.

122,724

6,926,543

Astellas Pharma, Inc.

1,581,900

20,802,881

AstraZeneca PLC sponsored ADR

415,740

30,893,639

Johnson & Johnson

1,313,768

137,446,408

Merck & Co., Inc.

1,331,794

77,044,283

Pfizer, Inc.

2,236,912

66,391,548

Sanofi SA

186,368

19,808,971

Teva Pharmaceutical Industries Ltd. sponsored ADR (i)

711,422

37,292,741

 

396,607,014

TOTAL HEALTH CARE

522,425,114

INDUSTRIALS - 9.0%

Aerospace & Defense - 0.8%

United Technologies Corp.

448,371

51,764,432

Air Freight & Logistics - 2.2%

C.H. Robinson Worldwide, Inc. (i)

535,028

34,129,436

PostNL NV (a)

1,952,500

9,223,776

United Parcel Service, Inc. Class B

1,009,137

103,598,004

 

146,951,216

Airlines - 0.1%

Copa Holdings SA Class A

22,200

3,165,054

Commercial Services & Supplies - 1.3%

Intrum Justitia AB

421,308

12,573,252

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Commercial Services & Supplies - continued

KAR Auction Services, Inc.

402,500

$ 12,827,675

Republic Services, Inc.

1,643,826

62,416,073

 

87,817,000

Construction & Engineering - 0.0%

MasTec, Inc. (a)

75,385

2,323,366

Electrical Equipment - 0.5%

Eaton Corp. PLC

138,200

10,666,276

Emerson Electric Co.

197,603

13,112,935

Hubbell, Inc. Class B

88,382

10,884,243

 

34,663,454

Industrial Conglomerates - 2.3%

General Electric Co.

5,880,476

154,538,909

Machinery - 0.8%

Cummins, Inc. (i)

129,100

19,918,839

Stanley Black & Decker, Inc. (i)

389,453

34,201,762

 

54,120,601

Professional Services - 0.5%

Acacia Research Corp.

524,326

9,306,787

Bureau Veritas SA

221,800

6,156,217

Michael Page International PLC

1,887,699

13,923,921

 

29,386,925

Road & Rail - 0.4%

Union Pacific Corp.

227,954

22,738,412

Trading Companies & Distributors - 0.1%

Now, Inc.

90,926

3,292,430

TOTAL INDUSTRIALS

590,761,799

INFORMATION TECHNOLOGY - 11.8%

Communications Equipment - 2.9%

Cisco Systems, Inc.

6,584,831

163,633,050

QUALCOMM, Inc.

335,039

26,535,089

 

190,168,139

Electronic Equipment & Components - 0.5%

Hitachi Ltd.

1,321,000

9,681,699

TE Connectivity Ltd.

410,561

25,389,092

 

35,070,791

Internet Software & Services - 0.3%

Yahoo!, Inc. (a)

620,600

21,801,678

IT Services - 3.4%

Accenture PLC Class A

209,971

16,974,056

IBM Corp.

631,823

114,530,555

Paychex, Inc.

1,966,369

81,722,296

Xerox Corp.

1,059,532

13,180,578

 

226,407,485

 

Shares

Value

Semiconductors & Semiconductor Equipment - 1.9%

Applied Materials, Inc. (i)

2,455,100

$ 55,362,505

Broadcom Corp. Class A (i)

1,854,260

68,830,131

 

124,192,636

Software - 1.8%

CA Technologies, Inc.

585,917

16,839,255

Microsoft Corp. (i)

2,380,624

99,272,021

 

116,111,276

Technology Hardware, Storage & Peripherals - 1.0%

Apple, Inc.

271,957

25,272,964

EMC Corp.

558,764

14,717,844

First Data Holdings, Inc. Class B (h)(k)

6,341,091

25,364,364

 

65,355,172

TOTAL INFORMATION TECHNOLOGY

779,107,177

MATERIALS - 1.4%

Chemicals - 0.5%

Potash Corp. of Saskatchewan, Inc.

169,700

6,453,705

RPM International, Inc.

374,252

17,282,957

Tronox Ltd. Class A

200,000

5,380,000

 

29,116,662

Metals & Mining - 0.9%

Commercial Metals Co.

754,827

13,066,055

Freeport-McMoRan Copper &
Gold, Inc.

1,197,478

43,707,947

Goldcorp, Inc.

35,300

985,178

SunCoke Energy Partners LP

98,489

2,974,368

 

60,733,548

TOTAL MATERIALS

89,850,210

TELECOMMUNICATION SERVICES - 3.4%

Diversified Telecommunication Services - 2.9%

AT&T, Inc.

1,743,393

61,646,376

Verizon Communications, Inc.

2,367,344

115,834,142

Verizon Communications, Inc. CDI

335,115

16,420,635

 

193,901,153

Wireless Telecommunication Services - 0.5%

Vodafone Group PLC

9,595,380

32,070,452

TOTAL TELECOMMUNICATION SERVICES

225,971,605

UTILITIES - 3.2%

Electric Utilities - 3.2%

American Electric Power Co., Inc.

819,271

45,690,744

Exelon Corp.

423,400

15,445,632

Hawaiian Electric Industries, Inc. (e)

563,987

14,280,151

Pinnacle West Capital Corp.

108,900

6,298,776

PPL Corp. (i)

1,227,547

43,614,745

Common Stocks - continued

Shares

Value

UTILITIES - continued

Electric Utilities - continued

Southern Co.

1,439,177

$ 65,309,852

Xcel Energy, Inc.

678,494

21,867,862

 

212,507,762

Independent Power and Renewable Electricity Producers - 0.0%

NextEra Energy Partners LP

30,500

1,022,055

TOTAL UTILITIES

213,529,817

TOTAL COMMON STOCKS

(Cost $4,543,417,274)


6,055,520,833

Preferred Stocks - 1.6%

 

 

 

 

Convertible Preferred Stocks - 1.2%

CONSUMER STAPLES - 0.1%

Food Products - 0.1%

Post Holdings, Inc. 5.25% (a)

35,200

3,705,856

FINANCIALS - 0.3%

Real Estate Investment Trusts - 0.3%

American Tower Corp. Series A, 5.25% (a)

32,000

3,404,800

Crown Castle International Corp.
Series A, 4.50%

113,000

11,445,770

Weyerhaeuser Co. Series A, 6.375%

111,500

6,348,531

 

21,199,101

HEALTH CARE - 0.1%

Health Care Equipment & Supplies - 0.1%

Alere, Inc. 3.00%

29,880

9,408,017

INDUSTRIALS - 0.1%

Aerospace & Defense - 0.1%

United Technologies Corp. 7.50%

81,200

5,293,428

UTILITIES - 0.6%

Electric Utilities - 0.2%

NextEra Energy, Inc.:

5.889%

49,807

3,234,965

Series E, 5.599%

158,600

10,653,162

 

13,888,127

Multi-Utilities - 0.4%

CenterPoint Energy, Inc. 2.00% ZENS

138,300

7,901,079

Dominion Resources, Inc.:

6.375% (a)

132,000

6,946,500

 

Shares

Value

Series A, 6.125%

85,500

$ 4,929,075

Series B, 6.00%

99,000

5,743,980

 

25,520,634

TOTAL UTILITIES

39,408,761

TOTAL CONVERTIBLE PREFERRED STOCKS

79,015,163

Nonconvertible Preferred Stocks - 0.4%

FINANCIALS - 0.4%

Consumer Finance - 0.4%

Ally Financial, Inc.:

7.00% (f)

19,863

19,913,279

Series A, 8.50%

155,954

4,307,449

 

24,220,728

TOTAL PREFERRED STOCKS

(Cost $89,580,008)


103,235,891

Corporate Bonds - 3.6%

 

Principal Amount (d)

 

Convertible Bonds - 3.3%

CONSUMER DISCRETIONARY - 0.3%

Automobiles - 0.2%

Ford Motor Co. 4.25% 11/15/16

$ 2,070,000

4,136,274

Volkswagen International Finance NV 5.5% 11/9/15 (f)

EUR

6,400,000

10,277,856

 

14,414,130

Diversified Consumer Services - 0.1%

Carriage Services, Inc. 2.75% 3/15/21 (f)

2,600,000

2,705,625

Media - 0.0%

Liberty Media Corp. 3.5% 1/15/31

2,472,825

2,258,594

TOTAL CONSUMER DISCRETIONARY

19,378,349

ENERGY - 0.5%

Oil, Gas & Consumable Fuels - 0.5%

Amyris, Inc. 3% 2/27/17

1,383,000

1,151,265

BPZ Energy, Inc. 8.5% 10/1/17

2,730,000

3,177,038

Chesapeake Energy Corp. 2.5% 5/15/37

9,290,000

9,947,732

Clean Energy Fuels Corp. 5.25% 10/1/18 (f)

3,600,000

3,548,880

Scorpio Tankers, Inc. 2.375% 7/1/19 (f)

4,000,000

4,234,400

Ship Finance International Ltd. 3.25% 2/1/18

7,260,000

8,207,430

 

30,266,745

Corporate Bonds - continued

 

Principal Amount (d)

Value

Convertible Bonds - continued

FINANCIALS - 0.4%

Capital Markets - 0.1%

Ares Capital Corp. 5.75% 2/1/16

$ 6,190,000

$ 6,584,613

Insurance - 0.1%

Fidelity National Financial, Inc. 4.25% 8/15/18

4,760,000

7,854,000

Thrifts & Mortgage Finance - 0.2%

MGIC Investment Corp. 9% 4/1/63 (f)

10,438,000

13,398,217

TOTAL FINANCIALS

27,836,830

HEALTH CARE - 0.8%

Biotechnology - 0.0%

Gilead Sciences, Inc. 1.625% 5/1/16

630,000

2,295,776

Health Care Equipment & Supplies - 0.1%

Teleflex, Inc. 3.875% 8/1/17

3,510,000

6,118,632

Health Care Providers & Services - 0.5%

HealthSouth Corp. 2% 12/1/43

10,178,000

11,107,251

Molina Healthcare, Inc. 1.125% 1/15/20

4,080,000

5,097,450

WellPoint, Inc. 2.75% 10/15/42

13,310,000

20,430,850

 

36,635,551

Pharmaceuticals - 0.2%

Theravance, Inc. 2.125% 1/15/23

7,290,000

10,515,825

TOTAL HEALTH CARE

55,565,784

INDUSTRIALS - 0.2%

Construction & Engineering - 0.1%

Layne Christensen Co. 4.25% 11/15/18 (f)

2,780,000

2,490,972

MasTec, Inc. 4.25% 12/15/14

2,080,000

4,173,000

 

6,663,972

Machinery - 0.1%

Navistar International Corp. 4.75% 4/15/19 (f)

6,710,000

7,154,873

TOTAL INDUSTRIALS

13,818,845

 

 

Principal Amount (d)

Value

INFORMATION TECHNOLOGY - 0.9%

Communications Equipment - 0.3%

InterDigital, Inc. 2.5% 3/15/16

$ 12,210,000

$ 13,477,398

Liberty Interactive LLC 0.75% 3/30/43

3,250,000

4,367,350

 

17,844,748

Semiconductors & Semiconductor Equipment - 0.5%

Canadian Solar, Inc. 4.25% 2/15/19 (f)

5,020,000

5,227,326

GT Advanced Technologies, Inc.:

3% 10/1/17

9,240,000

22,972,950

3% 12/15/20

1,890,000

3,305,232

 

31,505,508

Software - 0.1%

TiVo, Inc. 4% 3/15/16 (f)

8,310,000

11,018,229

TOTAL INFORMATION TECHNOLOGY

60,368,485

MATERIALS - 0.1%

Metals & Mining - 0.1%

Newmont Mining Corp. 1.25% 7/15/14

5,130,000

5,130,000

UTILITIES - 0.1%

Electric Utilities - 0.1%

NRG Yield, Inc. 3.5% 2/1/19 (f)

6,400,000

7,576,000

TOTAL CONVERTIBLE BONDS

219,941,038

Nonconvertible Bonds - 0.3%

INDUSTRIALS - 0.2%

Commercial Services & Supplies - 0.2%

APX Group, Inc.:

6.375% 12/1/19

2,585,000

2,681,938

8.75% 12/1/20

6,530,000

6,627,950

 

9,309,888

MATERIALS - 0.1%

Metals & Mining - 0.1%

JMC Steel Group, Inc. 8.25% 3/15/18 (f)

3,775,000

3,850,500

Walter Energy, Inc. 8.5% 4/15/21

5,250,000

2,940,000

 

6,790,500

TOTAL NONCONVERTIBLE BONDS

16,100,388

TOTAL CORPORATE BONDS

(Cost $196,529,630)


236,041,426

Preferred Securities - 0.0%

 

Principal Amount (d)

Value

FINANCIALS - 0.0%

Diversified Financial Services - 0.0%

Baggot Securities Ltd. 10.24% (f)(g)

(Cost $3,931,534)

EUR

2,560,000

$ 3,987,034

Money Market Funds - 4.1%

Shares

Value

Fidelity Cash Central Fund, 0.11% (b)

221,223,706

$ 221,223,706

Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)

46,989,775

46,989,775

TOTAL MONEY MARKET FUNDS

(Cost $268,213,481)


268,213,481

TOTAL INVESTMENT PORTFOLIO - 101.1%

(Cost $5,101,671,927)

6,666,998,665

NET OTHER ASSETS (LIABILITIES) - (1.1)%

(74,153,276)

NET ASSETS - 100%

$ 6,592,845,389

Written Options

Expiration Date/Exercise Price

Number of Contracts

Premium

Value

Call Options

Altria Group, Inc.

9/20/14 -
$43.00

8,874

$ 480,161

$ (545,751)

Applied Materials, Inc.

7/19/14 -
$23.00

4,910

201,315

(220,950)

BlackRock, Inc. Class A

10/18/14 -
$320.00

476

412,873

(597,380)

Broadcom Corp. Class A

8/16/14 -
$41.00

6,119

348,185

(131,558)

C.H. Robinson Worldwide, Inc.

7/19/14 -
$62.50

1,766

107,653

(278,145)

CIT Group, Inc.

7/19/14 -
$50.00

937

99,695

(7,496)

Cummins, Inc.

9/20/14 -
$165.00

646

214,726

(122,740)

McDonald's Corp.

9/20/14 -
$105.00

3,105

315,523

(254,610)

Microsoft Corp.

7/19/14 -
$42.00

3,690

273,829

(149,445)

Philip Morris International, Inc.

7/19/14 -
$90.00

2,067

110,437

(12,402)

PPL Corp.

7/19/14 -
$34.00

6,138

147,309

(951,390)

Prudential Financial, Inc.

9/20/14 -
$95.00

1,483

218,604

(150,525)

Stanley Black & Decker, Inc.

7/19/14 -
$85.00

1,900

286,134

(598,500)

Teva Pharmaceutical Industries Ltd. sponsored ADR

7/19/14 -
$55.00

2,348

120,943

(34,046)

Yum! Brands, Inc.

7/19/14 -
$82.50

1,291

95,909

(130,391)

TOTAL WRITTEN OPTIONS

$ 3,433,296

$ (4,185,329)

Currency Abbreviations

EUR

-

European Monetary Unit

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

(d) Amount is stated in United States dollars unless otherwise noted.

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

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $95,383,191 or 1.4% of net assets.

(g) Security is perpetual in nature with no stated maturity date.

(h) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(i) Security or a portion of the security is pledged as collateral for call options written. At period end, the value of securities pledged amounted to $250,280,242.

(j) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes and is owned by the Fund.

(k) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $45,492,234 or 0.7% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Beazer Pre-Owned Rental
Homes, Inc.

5/3/12 - 10/23/12

$ 5,156,000

First Data Holdings, Inc. Class B

6/26/14

$ 25,364,364

New Academy Holding Co. LLC unit

8/1/11

$ 13,406,880

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

$ 73,720

Fidelity Securities Lending Cash Central Fund

203,103

Total

$ 276,823

Other Information

The following is a summary of the inputs used, as of June 30, 2014, 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:

Consumer Discretionary

$ 445,997,054

$ 430,671,998

$ -

$ 15,325,056

Consumer Staples

672,284,039

668,692,521

3,591,518

-

Energy

989,664,657

989,664,657

-

-

Financials

1,575,055,046

1,532,544,652

37,707,580

4,802,814

Health Care

531,833,131

491,221,279

40,611,852

-

Industrials

596,055,227

596,055,227

-

-

Information Technology

779,107,177

744,061,114

9,681,699

25,364,364

Materials

89,850,210

89,850,210

-

-

Telecommunication Services

225,971,605

193,901,153

32,070,452

-

Utilities

252,938,578

231,149,372

21,789,206

-

Corporate Bonds

236,041,426

5,130,000

230,911,426

-

Preferred Securities

3,987,034

-

3,987,034

-

Money Market Funds

268,213,481

268,213,481

-

-

Total Investments in Securities:

$ 6,666,998,665

$ 6,241,155,664

$ 380,350,767

$ 45,492,234

Derivative Instruments:

Liabilities

Written Options

$ (4,185,329)

$ (4,185,329)

$ -

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of June 30, 2014. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure /
Derivative Type

Value

 

Asset

Liability

Equity Risk

Written Options (a)

$ -

$ (4,185,329)

Total Value of Derivatives

$ -

$ (4,185,329)

(a) Gross value is presented in the Statement of Assets and Liabilities in the written options, at value line-item.

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

United States of America

89.5%

United Kingdom

3.6%

Canada

2.0%

Switzerland

1.2%

Others (Individually Less Than 1%)

3.7%

 

100.0%

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

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

  

June 30, 2014 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $45,347,915) - See accompanying schedule:

Unaffiliated issuers (cost $4,833,458,446)

$ 6,398,785,184

 

Fidelity Central Funds (cost $268,213,481)

268,213,481

 

Total Investments (cost $5,101,671,927)

 

$ 6,666,998,665

Cash

 

670,471

Receivable for investments sold

7,977,365

Receivable for fund shares sold

1,500,122

Dividends receivable

12,051,599

Interest receivable

1,799,517

Distributions receivable from Fidelity Central Funds

65,285

Other receivables

417,293

Total assets

6,691,480,317

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 13,152,309

Delayed delivery

25,364,364

Payable for fund shares redeemed

5,145,114

Accrued management fee

2,461,532

Distribution and service plan fees payable

408,835

Written options, at value (premium received $3,433,296)

4,185,329

Other affiliated payables

484,359

Other payables and accrued expenses

443,311

Collateral on securities loaned, at value

46,989,775

Total liabilities

98,634,928

 

 

 

Net Assets

$ 6,592,845,389

Net Assets consist of:

 

Paid in capital

$ 4,622,203,835

Undistributed net investment income

104,213,595

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

301,811,675

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

1,564,616,284

Net Assets

$ 6,592,845,389

Statement of Assets and Liabilities - continued

  

June 30, 2014 (Unaudited)

 

 

 

Initial Class:
Net Asset Value
, offering price and redemption price per share ($3,996,200,038 ÷ 159,646,519 shares)

$ 25.03

 

 

 

Service Class:
Net Asset Value
, offering price and redemption price per share ($400,886,523 ÷ 16,084,395 shares)

$ 24.92

 

 

 

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($1,796,598,803 ÷ 73,159,936 shares)

$ 24.56

 

 

 

Service Class 2R:
Net Asset Value
, offering price and redemption price per share ($14,138,155 ÷ 579,329 shares)

$ 24.40

 

 

 

Investor Class:
Net Asset Value
, offering price and redemption price per share ($385,021,870 ÷ 15,440,845 shares)

$ 24.94

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

 

  

  

Investment Income

  

  

Dividends

 

$ 97,719,645

Special dividends

 

22,197,225

Interest

 

3,684,328

Income from Fidelity Central Funds

 

276,823

Total income

 

123,878,021

 

 

 

Expenses

Management fee

$ 14,329,873

Transfer agent fees

2,218,402

Distribution and service plan fees

2,385,787

Accounting and security lending fees

570,300

Custodian fees and expenses

67,001

Independent trustees' compensation

13,086

Appreciation in deferred trustee compensation account

156

Audit

47,756

Legal

8,341

Miscellaneous

29,680

Total expenses before reductions

19,670,382

Expense reductions

(77,956)

19,592,426

Net investment income (loss)

104,285,595

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

332,007,113

Foreign currency transactions

18,046

Written options

3,686,555

Total net realized gain (loss)

 

335,711,714

Change in net unrealized appreciation (depreciation) on:

Investment securities

38,980,720

Assets and liabilities in foreign currencies

(34,261)

Written options

2,517,579

Total change in net unrealized appreciation (depreciation)

 

41,464,038

Net gain (loss)

377,175,752

Net increase (decrease) in net assets resulting from operations

$ 481,461,347

Statement of Changes in Net Assets

  

Six months ended
June 30, 2014
(Unaudited)

Year ended
December 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 104,285,595

$ 144,508,656

Net realized gain (loss)

335,711,714

426,826,124

Change in net unrealized appreciation (depreciation)

41,464,038

930,403,753

Net increase (decrease) in net assets resulting from operations

481,461,347

1,501,738,533

Distributions to shareholders from net investment income

-

(147,533,373)

Distributions to shareholders from net realized gain

(22,861,605)

(403,959,921)

Total distributions

(22,861,605)

(551,493,294)

Share transactions - net increase (decrease)

(324,269,241)

(90,118,096)

Redemption fees

3,177

144

Total increase (decrease) in net assets

134,333,678

860,127,287

 

 

 

Net Assets

Beginning of period

6,458,511,711

5,598,384,424

End of period (including undistributed net investment income of $104,213,595 and distributions in excess of net investment income of $72,000, respectively)

$ 6,592,845,389

$ 6,458,511,711

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

Semiannual Report

Financial Highlights - Initial Class

 

Six months ended June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 23.29

$ 19.94

$ 18.69

$ 19.02

$ 16.81

$ 13.18

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .40 H

.56

.59

.48

.30

.33

Net realized and unrealized gain (loss)

  1.42

4.96

2.59

(.31)

2.24

3.64

Total from investment operations

  1.82

5.52

3.18

.17

2.54

3.97

Distributions from net investment income

  -

(.60)

(.63) I

(.50)

(.33)

(.34)

Distributions from net realized gain

  (.08)

(1.57)

(1.30) I

-

-

-

Total distributions

  (.08)

(2.17)

(1.93)

(.50)

(.33)

(.34)

Redemption fees added to paid in capital E,K

  -

-

-

-

-

-

Net asset value, end of period

$ 25.03

$ 23.29

$ 19.94

$ 18.69

$ 19.02

$ 16.81

Total Return B, C, D

  7.87%

28.15%

17.31%

.97%

15.15%

30.21%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .54%A

.55%

.55%

.56%

.56%

.58%

Expenses net of fee waivers, if any

  .54%A

.54%

.55%

.55%

.55%

.58%

Expenses net of all reductions

  .54%A

.54%

.54%

.54%

.55%

.58%

Net investment income (loss)

  3.36% A,H

2.43%

2.94%

2.48%

1.71%

2.29%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 3,996,200

$ 3,947,728

$ 3,461,083

$ 3,345,762

$ 3,798,310

$ 3,771,733

Portfolio turnover rate G

  39% A

32%

48%

96%

29%

29%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 2.66%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

Financial Highlights - Service Class

 

Six months ended June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 23.20

$ 19.87

$ 18.63

$ 18.96

$ 16.75

$ 13.14

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .38 H

.53

.57

.46

.28

.31

Net realized and unrealized gain (loss)

  1.42

4.94

2.57

(.31)

2.24

3.63

Total from investment operations

  1.80

5.47

3.14

.15

2.52

3.94

Distributions from net investment income

  -

(.57)

(.60) I

(.48)

(.31)

(.33)

Distributions from net realized gain

  (.08)

(1.57)

(1.30) I

-

-

-

Total distributions

  (.08)

(2.14)

(1.90)

(.48)

(.31)

(.33)

Redemption fees added to paid in capital E,K

  -

-

-

-

-

-

Net asset value, end of period

$ 24.92

$ 23.20

$ 19.87

$ 18.63

$ 18.96

$ 16.75

Total Return B, C, D

  7.81%

28.01%

17.19%

.86%

15.09%

30.03%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .64% A

.65%

.65%

.66%

.66%

.68%

Expenses net of fee waivers, if any

  .64% A

.64%

.65%

.66%

.65%

.68%

Expenses net of all reductions

  .64% A

.64%

.64%

.64%

.65%

.68%

Net investment income (loss)

  3.26% A,H

2.33%

2.84%

2.38%

1.61%

2.19%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 400,887

$ 391,896

$ 350,493

$ 347,999

$ 414,431

$ 430,383

Portfolio turnover rate G

  39% A

32%

48%

96%

29%

29%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 2.56%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

 

Six months ended June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 22.88

$ 19.62

$ 18.41

$ 18.75

$ 16.57

$ 13.00

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .36 H

.49

.53

.42

.25

.29

Net realized and unrealized gain (loss)

  1.40

4.88

2.55

(.31)

2.21

3.58

Total from investment operations

  1.76

5.37

3.08

.11

2.46

3.87

Distributions from net investment income

  -

(.54)

(.57) I

(.45)

(.28)

(.30)

Distributions from net realized gain

  (.08)

(1.57)

(1.30) I

-

-

-

Total distributions

  (.08)

(2.11)

(1.87)

(.45)

(.28)

(.30)

Redemption fees added to paid in capital E,K

  -

-

-

-

-

-

Net asset value, end of period

$ 24.56

$ 22.88

$ 19.62

$ 18.41

$ 18.75

$ 16.57

Total Return B, C, D

  7.75%

27.83%

17.05%

.66%

14.92%

29.88%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .79% A

.80%

.80%

.81%

.81%

.83%

Expenses net of fee waivers, if any

  .79% A

.79%

.80%

.81%

.80%

.83%

Expenses net of all reductions

  .79%A

.79%

.79%

.80%

.80%

.83%

Net investment income (loss)

  3.11% A,H

2.18%

2.69%

2.23%

1.46%

2.04%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 1,796,599

$ 1,755,769

$ 1,560,856

$ 1,457,230

$ 1,619,356

$ 1,558,421

Portfolio turnover rate G

  39% A

32%

48%

96%

29%

29%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 2.41%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

Financial Highlights - Service Class 2R

 

Six months ended June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 22.74

$ 19.53

$ 18.34

$ 18.66

$ 16.49

$ 12.93

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .36 H

.49

.53

.42

.25

.28

Net realized and unrealized gain (loss)

  1.38

4.84

2.54

(.30)

2.20

3.58

Total from investment operations

  1.74

5.33

3.07

.12

2.45

3.86

Distributions from net investment income

  -

(.55)

(.58) I

(.44)

(.28)

(.30)

Distributions from net realized gain

  (.08)

(1.57)

(1.30) I

-

-

-

Total distributions

  (.08)

(2.12)

(1.88)

(.44)

(.28)

(.30)

Redemption fees added to paid in capital E,K

  -

-

-

-

-

-

Net asset value, end of period

$ 24.40

$ 22.74

$ 19.53

$ 18.34

$ 18.66

$ 16.49

Total Return B, C, D

  7.71%

27.79%

17.05%

.70%

14.90%

29.95%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .79% A

.79%

.80%

.81%

.81%

.83%

Expenses net of fee waivers, if any

  .79% A

.79%

.80%

.80%

.80%

.83%

Expenses net of all reductions

  .79% A

.79%

.79%

.79%

.80%

.83%

Net investment income (loss)

  3.11% A,H

2.19%

2.69%

2.23%

1.46%

2.04%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 14,138

$ 11,980

$ 5,640

$ 3,956

$ 5,405

$ 5,259

Portfolio turnover rate G

  39% A

32%

48%

96%

29%

29%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 2.41%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Investor Class

 

Six months ended June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 23.21

$ 19.89

$ 18.64

$ 18.97

$ 16.77

$ 13.15

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .39 H

.54

.57

.46

.28

.31

Net realized and unrealized gain (loss)

  1.42

4.93

2.59

(.31)

2.23

3.64

Total from investment operations

  1.81

5.47

3.16

.15

2.51

3.95

Distributions from net investment income

  -

(.58)

(.61) I

(.48)

(.31)

(.33)

Distributions from net realized gain

  (.08)

(1.57)

(1.30) I

-

-

-

Total distributions

  (.08)

(2.15)

(1.91)

(.48)

(.31)

(.33)

Redemption fees added to paid in capital E,K

  -

-

-

-

-

-

Net asset value, end of period

$ 24.94

$ 23.21

$ 19.89

$ 18.64

$ 18.97

$ 16.77

Total Return B, C, D

  7.85%

27.99%

17.27%

.89%

15.04%

30.09%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .62% A

.63%

.64%

.64%

.65%

.68%

Expenses net of fee waivers, if any

  .62% A

.62%

.64%

.64%

.64%

.68%

Expenses net of all reductions

  .62% A

.62%

.63%

.63%

.64%

.68%

Net investment income (loss)

  3.28% A,H

2.35%

2.85%

2.39%

1.62%

2.19%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 385,022

$ 351,139

$ 220,311

$ 178,499

$ 165,946

$ 147,358

Portfolio turnover rate G

  39% A

32%

48%

96%

29%

29%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.08 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 2.58%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

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

Semiannual Report


Notes to Financial Statements

For the period ended June 30, 2014 (Unaudited)

1. Organization.

VIP Equity-Income PortfolioSM (the Fund) is a fund of Variable Insurance Products Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares, Service Class 2R shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class.

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when 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.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds and preferred securities are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Exchange-traded options are valued using the last sale price or, in the absence of a sale, the last offering price and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

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 June 30, 2014, is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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, market discount, contingent interest, partnerships, deferred trustees compensation, equity-debt classifications and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation

$ 1,748,707,742

Gross unrealized depreciation

(186,062,280)

Net unrealized appreciation (depreciation) on securities and other investments

$ 1,562,645,462

 

 

Tax cost

$ 5,104,353,203

Trading (Redemption) Fees. Service Class 2R shares held by investors less than 60 days may be subject to a redemption fee equal to 1% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

4. Derivative Instruments.

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

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

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

Equity Risk

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

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund.

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

Semiannual Report

4. Derivative Instruments - continued

Options. Options give the purchaser the right, but not the obligation, to buy (call) or sell (put) an underlying security or financial instrument at an agreed exercise or strike price between or on certain dates. Options obligate the seller (writer) to buy (put) or sell (call) an underlying instrument at the exercise or strike price or cash settle an underlying derivative instrument if the holder exercises the option on or before the expiration date.

The Fund used exchange-traded written covered call options to manage its exposure to the market. When the Fund writes a covered call option, the Fund holds the underlying instrument which must be delivered to the holder upon the exercise of the option.

Upon entering into a written options contract, the Fund will receive a premium. Premiums received are reflected as a liability on the Statement of Assets and Liabilities. Options are valued daily and any unrealized appreciation (depreciation) is reflected on the Statement of Assets and Liabilities. When a written option is exercised, the premium is added to the proceeds from the sale of the underlying instrument in determining the gain or loss realized on that investment. When an option is closed the Fund will realize a gain or loss depending on whether the proceeds or amount paid for the closing sale transaction are greater or less than the premium received. When an option expires, gains and losses are realized to the extent of premiums received. The net realized gain (loss) on closed and expired written options and the change in net unrealized appreciation (depreciation) on written options are reflected separately on the Statement of Operations.

Writing call options tends to decrease exposure to the underlying instrument and risk of loss is the change in value in excess of the premium received.

Any open options at period end are presented in the Schedule of Investments under the caption "Written Options" and are representative of volume of activity during the period.

During the period, the Fund recognized net realized gain (loss) of $3,686,555 and a change in net unrealized appreciation (depreciation) of $2,517,579 related to its investment in written options. This amount is included in the Statement of Operations.

The following is a summary of the Fund's written options activity:

Written Options

Number of Contracts

Amount of Premiums

Outstanding at beginning of period

31,690

$ 1,867,358

Options Opened

129,753

9,850,465

Options Exercised

(44,843)

(3,667,899)

Options Closed

(36,287)

(2,267,315)

Options Expired

(34,563)

(2,349,313)

Outstanding at end of period

45,750

$ 3,433,296

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,203,902,918 and $1,488,862,918, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .45% of the Fund's average net assets.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate 12b-1 Plans for each Service Class of shares. Each Service Class pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, a service fee. For the period, the service fee is based on an annual rate of .10% of Service Class' average net assets and .25% of Service Class 2's and Service Class 2R's average net assets.

For the period, total fees, all of which were re-allowed to insurance companies for the distribution of shares and providing shareholder support services were as follows:

Service Class

$ 193,027

Service Class 2

2,176,525

Service Class 2R

16,235

 

$ 2,385,787

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class) pays a fee for transfer agent services, typesetting, printing and mailing of shareholder reports, excluding mailing of proxy statements and out of pocket expenses, equal to an annual rate of .07% (.15% for Investor Class) of average net assets. For the period, transfer agent fees for each class, including out of pocket expenses, were as follows:

Initial Class

$ 1,261,594

Service Class

125,924

Service Class 2

569,105

Service Class 2R

4,211

Investor Class

257,568

 

$ 2,218,402

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $1,795 for the period.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $5,852 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $240,540. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $203,103, including $413 from securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $77,950 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $6.

Semiannual Report

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 

Six months ended
June 30, 2014

Year ended
December 31, 2013

From net investment income

 

 

Initial Class

$ -

$ 92,568,520

Service Class

-

8,840,014

Service Class 2

-

37,705,026

Service Class 2R

-

258,073

Investor Class

-

8,161,740

Total

$ -

$ 147,533,373

From net realized gain

 

 

Initial Class

$ 13,890,337

$ 245,504,561

Service Class

1,381,568

24,485,710

Service Class 2

6,319,415

111,276,322

Service Class 2R

44,475

724,327

Investor Class

1,225,810

21,969,001

Total

$ 22,861,605

$ 403,959,921

11. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

 

Six months ended
June 30,
2014

Year ended
December 31,
2013

Six months ended
June 30,
2014

Year ended
December 31,
2013

Initial Class

 

 

 

 

Shares sold

2,016,326

5,939,757

$ 47,366,252

$ 136,791,018

Reinvestment of distributions

617,623

15,117,940

13,890,337

338,073,081

Shares redeemed

(12,485,353)

(25,104,941)

(292,066,622)

(577,075,155)

Net increase (decrease)

(9,851,404)

(4,047,244)

$ (230,810,033)

$ (102,211,056)

Service Class

 

 

 

 

Shares sold

335,848

522,521

$ 7,964,184

$ 11,868,622

Reinvestment of distributions

61,677

1,495,670

1,381,568

33,325,724

Shares redeemed

(1,203,357)

(2,763,995)

(28,165,433)

(62,879,133)

Net increase (decrease)

(805,832)

(745,804)

$ (18,819,681)

$ (17,684,787)

Service Class 2

 

 

 

 

Shares sold

2,382,698

5,862,575

$ 55,158,163

$ 132,392,944

Reinvestment of distributions

286,076

6,780,471

6,319,415

148,981,348

Shares redeemed

(6,248,901)

(15,448,401)

(145,105,211)

(348,570,665)

Net increase (decrease)

(3,580,127)

(2,805,355)

$ (83,627,633)

$ (67,196,373)

Service Class 2R

 

 

 

 

Shares sold

90,479

253,817

$ 2,071,086

$ 5,683,428

Reinvestment of distributions

2,026

44,961

44,475

982,400

Shares redeemed

(40,049)

(60,780)

(937,155)

(1,351,791)

Net increase (decrease)

52,456

237,998

$ 1,178,406

$ 5,314,037

Investor Class

 

 

 

 

Shares sold

1,174,683

3,800,857

$ 27,838,855

$ 86,969,508

Reinvestment of distributions

54,699

1,351,634

1,225,810

30,130,741

Shares redeemed

(916,798)

(1,103,166)

(21,254,965)

(25,440,166)

Net increase (decrease)

312,584

4,049,325

$ 7,809,700

$ 91,660,083

12. Other.

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

At the end of the period, the investment adviser or its affiliates were the owners of record of 13% of the total outstanding shares of the Fund and one otherwise unaffiliated shareholder was the owner of record of 18% of the total outstanding shares of the Fund.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

The Northern Trust Company
Chicago, IL

VIPEI2R-SANN-0814
1.833447.108

Fidelity® Variable Insurance Products:

Overseas Portfolio

Semiannual Report

June 30, 2014

(Fidelity Cover Art)


Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

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

Fidelity Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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. © 2014 FMR LLC. All rights reserved.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2014 to June 30, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Annualized
Expense Ratio
B

Beginning
Account Value
January 1, 2014

Ending
Account Value
June 30, 2014

Expenses Paid
During Period
*
January 1, 2014
to June 30, 2014

Initial Class

.83%

 

 

 

Actual

 

$ 1,000.00

$ 992.00

$ 4.10

HypotheticalA

 

$ 1,000.00

$ 1,020.68

$ 4.16

Service Class

.93%

 

 

 

Actual

 

$ 1,000.00

$ 991.50

$ 4.59

HypotheticalA

 

$ 1,000.00

$ 1,020.18

$ 4.66

Service Class 2

1.08%

 

 

 

Actual

 

$ 1,000.00

$ 990.50

$ 5.33

HypotheticalA

 

$ 1,000.00

$ 1,019.44

$ 5.41

Initial Class R

.83%

 

 

 

Actual

 

$ 1,000.00

$ 992.00

$ 4.10

HypotheticalA

 

$ 1,000.00

$ 1,020.68

$ 4.16

Service Class R

.93%

 

 

 

Actual

 

$ 1,000.00

$ 991.50

$ 4.59

HypotheticalA

 

$ 1,000.00

$ 1,020.18

$ 4.66

Service Class 2R

1.08%

 

 

 

Actual

 

$ 1,000.00

$ 990.90

$ 5.33

HypotheticalA

 

$ 1,000.00

$ 1,019.44

$ 5.41

Investor Class R

.91%

 

 

 

Actual

 

$ 1,000.00

$ 991.50

$ 4.49

HypotheticalA

 

$ 1,000.00

$ 1,020.28

$ 4.56

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of June 30, 2014

vip1426020

United Kingdom

18.5%

 

vip1426022

Japan

17.7%

 

vip1426024

France

9.0%

 

vip1426026

United States of America*

8.3%

 

vip1426028

Switzerland

7.6%

 

vip1426030

Germany

4.9%

 

vip1426032

Cayman Islands

4.8%

 

vip1426034

Denmark

3.0%

 

vip1426036

South Africa

2.9%

 

vip1426038

Other

23.3%

 

vip1426040

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

* Includes Short-Term Investments and Net Other Assets.

As of December 31, 2013

vip1426020

Japan

18.9%

 

vip1426022

United Kingdom

17.1%

 

vip1426024

United States of America*

8.0%

 

vip1426026

France

7.9%

 

vip1426028

Cayman Islands

7.9%

 

vip1426030

Switzerland

7.2%

 

vip1426032

Germany

5.5%

 

vip1426034

Sweden

3.2%

 

vip1426036

Ireland

3.1%

 

vip1426038

Other

21.2%

 

vip1426052

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

* Includes Short-Term Investments and Net Other Assets.

Asset Allocation as of June 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

99.8

98.1

Short-Term Investments and Net Other Assets (Liabilities)

0.2

1.9

Top Ten Stocks as of June 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Naspers Ltd. Class N (South Africa, Media)

2.5

1.6

Nestle SA (Switzerland, Food Products)

2.3

2.2

Sanofi SA (France, Pharmaceuticals)

2.1

2.0

Rakuten, Inc. (Japan, Internet & Catalog Retail)

1.6

1.6

Novo Nordisk A/S Series B (Denmark, Pharmaceuticals)

1.6

1.1

Royal Dutch Shell PLC Class A (United Kingdom) (United Kingdom, Oil, Gas & Consumable Fuels)

1.5

0.9

SoftBank Corp. (Japan, Wireless Telecommunication Services)

1.4

2.1

HSBC Holdings PLC (United Kingdom, Financials & Banks)

1.3

1.3

Naver Corp. (Korea (South), Internet Software & Services)

1.2

0.2

Toyota Motor Corp. (Japan, Automobiles)

1.2

1.4

 

16.7

Market Sectors as of June 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

26.3

27.2

Financials

18.2

18.8

Information Technology

15.0

15.0

Consumer Staples

12.8

11.4

Health Care

9.5

7.1

Industrials

6.1

7.3

Energy

5.1

3.1

Materials

5.1

5.6

Telecommunication Services

1.7

2.6

Semiannual Report


Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.4%

Shares

Value

Australia - 2.7%

AMP Ltd.

423,882

$ 2,118,408

BHP Billiton Ltd.

318,002

10,845,351

Carsales.com Ltd.

320,637

3,201,830

CSL Ltd.

161,275

10,120,542

Fortescue Metals Group Ltd.

258,379

1,059,827

G8 Education Ltd.

1,358,273

5,891,604

iSelect Ltd.

6,177,716

6,699,069

Macquarie Group Ltd.

99,742

5,608,304

Rio Tinto Ltd.

24,301

1,359,067

TOTAL AUSTRALIA

46,904,002

Bailiwick of Jersey - 0.4%

Glencore Xstrata PLC

1,246,535

6,945,023

Belgium - 1.0%

Ageas

66,760

2,663,361

Anheuser-Busch InBev SA NV

33,577

3,858,009

Hamon & Compagnie International SA (a)

62,254

1,299,125

KBC Groupe SA (a)

58,487

3,183,428

UCB SA

72,400

6,129,661

TOTAL BELGIUM

17,133,584

Bermuda - 0.7%

Clear Media Ltd.

2,035,000

1,950,874

Oriental Watch Holdings Ltd.

7,028,000

1,650,361

Signet Jewelers Ltd.

79,400

8,780,846

TOTAL BERMUDA

12,382,081

Brazil - 1.5%

Anhanguera Educacional Participacoes SA

579,300

4,824,223

BB Seguridade Participacoes SA

636,600

9,346,596

Cielo SA

583,180

12,009,364

TOTAL BRAZIL

26,180,183

British Virgin Islands - 0.5%

Gem Diamonds Ltd. (a)

931,919

2,280,687

Mail.Ru Group Ltd.:

GDR (a)(e)

6,600

232,650

GDR (Reg. S) (a)

200,099

7,053,490

TOTAL BRITISH VIRGIN ISLANDS

9,566,827

Canada - 0.4%

Entertainment One Ltd.

1,006,000

5,337,172

MDC Partners, Inc. Class A (sub. vtg.)

37,700

810,173

Performance Sports Group Ltd. (a)

55,161

949,118

TOTAL CANADA

7,096,463

Cayman Islands - 4.8%

58.com, Inc. ADR

84,000

4,541,040

Autohome, Inc. ADR Class A (d)

39,900

1,373,757

Baidu.com, Inc. sponsored ADR (a)

50,100

9,359,181

Biostime International Holdings Ltd.

1,233,500

6,843,582

Bitauto Holdings Ltd. ADR (a)

77,700

3,783,990

 

Shares

Value

Cimc Enric Holdings Ltd.

1,596,000

$ 2,100,434

Ctrip.com International Ltd. sponsored ADR (a)

115,800

7,415,832

GCL-Poly Energy Holdings Ltd. (a)

19,483,000

6,510,757

Greatview Aseptic Pack Co. Ltd.

4,056,000

2,773,637

Hengdeli Holdings Ltd. (d)

38,669,800

6,735,682

Home Inns & Hotels Management, Inc. sponsored ADR (a)

41,000

1,403,430

iKang Healthcare Group, Inc. sponsored ADR

11,500

199,410

Qunar Cayman Islands Ltd. sponsored ADR (d)

36,800

1,050,640

Shenguan Holdings Group Ltd.

2,636,000

1,112,165

SouFun Holdings Ltd. ADR (d)

429,900

4,208,721

Tencent Holdings Ltd.

1,290,000

19,673,565

WuXi PharmaTech Cayman, Inc. sponsored ADR (a)

143,000

4,698,980

TOTAL CAYMAN ISLANDS

83,784,803

China - 0.2%

TravelSky Technology Ltd. (H Shares)

3,969,000

3,651,292

Denmark - 3.0%

Danske Bank A/S

96,100

2,716,290

Novo Nordisk A/S:

Series B

80,625

3,721,083

Series B sponsored ADR

521,500

24,088,085

Pandora A/S

78,600

6,026,888

Vestas Wind Systems A/S (a)

330,100

16,653,989

TOTAL DENMARK

53,206,335

France - 9.0%

AXA SA

114,920

2,746,718

AXA SA sponsored ADR

135,400

3,246,892

Beneteau SA (a)

196,900

3,589,926

BNP Paribas SA

171,603

11,641,885

Bollore

6,457

4,190,904

Danone SA

178,815

13,296,408

Edenred SA (d)

118,359

3,589,018

Gameloft Se (a)

537,900

4,964,323

Havas SA

938,800

7,709,137

Iliad SA

19,126

5,781,273

LVMH Moet Hennessy - Louis Vuitton SA

95,996

18,507,783

Pernod Ricard SA (d)

80,600

9,679,061

Safran SA

71,900

4,707,514

Sanofi SA

139,290

14,805,071

Sanofi SA sponsored ADR

404,222

21,492,484

Societe Generale Series A

86,251

4,518,049

Solocal Group SA (a)(d)

3,037,680

2,994,837

Total SA

298,200

21,574,679

TOTAL FRANCE

159,035,962

Germany - 3.5%

adidas AG

78,800

7,981,425

Allianz SE

85,343

14,244,926

Axel Springer Verlag AG

116,600

7,176,734

Common Stocks - continued

Shares

Value

Germany - continued

Bayer AG

141,478

$ 19,982,819

Commerzbank AG (a)

55,520

872,750

CTS Eventim AG

182,524

5,209,793

Deutsche Bank AG

74,681

2,624,663

Linde AG

15,087

3,208,285

TOTAL GERMANY

61,301,395

Greece - 0.2%

Greek Organization of Football Prognostics SA

192,500

3,426,673

Hong Kong - 1.3%

AIA Group Ltd.

2,299,400

11,555,743

Television Broadcasts Ltd.

1,741,000

11,310,300

TOTAL HONG KONG

22,866,043

India - 0.2%

INFO Edge India Ltd.

90,742

1,018,241

Just Dial Ltd.

85,554

2,082,227

TOTAL INDIA

3,100,468

Ireland - 2.2%

C&C Group PLC

3,139,300

19,537,335

Glanbia PLC

451,000

6,805,448

Kingspan Group PLC (United Kingdom)

461,800

7,771,492

Paddy Power PLC (Ireland)

69,200

4,548,267

TOTAL IRELAND

38,662,542

Isle of Man - 0.3%

Playtech Ltd.

436,355

4,603,886

Israel - 0.3%

Rami Levi Chain Stores Hashikma Marketing 2006 Ltd.

80,100

4,101,288

Sarine Technologies Ltd.

1,024,000

2,110,578

TOTAL ISRAEL

6,211,866

Italy - 2.3%

Assicurazioni Generali SpA

158,500

3,474,715

Eni SpA

203,400

5,562,924

Eni SpA sponsored ADR (d)

67,900

3,727,710

Intesa Sanpaolo SpA

3,425,600

10,569,102

Lottomatica SpA (d)

82,800

2,023,798

Prada SpA

993,000

7,027,515

Tod's SpA (d)

58,771

7,480,163

TOTAL ITALY

39,865,927

Japan - 17.7%

Cosmos Pharmaceutical Corp.

111,300

11,746,711

Daiwa Securities Group, Inc.

490,000

4,245,496

DENSO Corp.

87,400

4,175,150

Dentsu, Inc.

431,700

17,580,906

East Japan Railway Co.

43,300

3,411,697

Enigmo, Inc. (a)(d)

141,000

8,612,631

Fuji Media Holdings, Inc.

161,900

2,815,421

 

Shares

Value

Fujitsu Ltd.

526,000

$ 3,941,238

Hitachi Ltd.

1,572,000

11,521,295

Honda Motor Co. Ltd.

277,700

9,690,277

Hoya Corp.

170,400

5,665,429

Infomart Corp.

52,700

1,218,973

Japan Tobacco, Inc.

329,000

11,996,035

JTEKT Corp.

219,800

3,708,657

Keyence Corp.

31,120

13,608,394

Mitsubishi Corp.

357,000

7,430,750

Mitsubishi Electric Corp.

750,000

9,264,555

Mitsubishi UFJ Financial Group, Inc.

2,681,700

16,462,198

Mitsubishi UFJ Financial Group, Inc. sponsored ADR (d)

331,200

2,036,880

MS&AD Insurance Group Holdings, Inc.

177,500

4,289,970

NEC Corp.

897,000

2,862,783

NEXT Co. Ltd. (d)

1,040,400

8,746,395

Nomura Holdings, Inc.

505,000

3,577,071

Nomura Holdings, Inc. sponsored ADR

57,600

404,928

Olympus Corp. (a)

131,200

4,514,114

OMRON Corp.

152,800

6,443,513

ORIX Corp.

1,254,900

20,807,244

Pigeon Corp.

35,100

1,851,516

Rakuten, Inc.

2,222,200

28,731,038

Shinsei Bank Ltd.

679,000

1,529,353

Ship Healthcare Holdings, Inc.

121,900

4,277,945

SoftBank Corp.

332,000

24,741,629

Sumitomo Mitsui Financial Group, Inc.

314,400

13,191,257

Suzuki Motor Corp.

128,100

4,018,699

THK Co. Ltd.

158,500

3,736,720

Tokio Marine Holdings, Inc.

136,600

4,496,019

Toshiba Corp.

672,000

3,141,219

Toyota Motor Corp.

314,000

18,800,003

Toyota Motor Corp. sponsored ADR

23,600

2,823,976

TOTAL JAPAN

312,118,085

Korea (South) - 1.9%

Korea Express Co. Ltd. (a)

48,772

5,807,338

Naver Corp.

26,582

21,932,777

Samsung Electronics Co. Ltd.

4,728

6,176,300

TOTAL KOREA (SOUTH)

33,916,415

Netherlands - 1.0%

AEGON NV

259,400

2,262,863

ASML Holding NV (d)

31,411

2,929,704

ING Groep NV (Certificaten Van Aandelen) (a)

577,484

8,103,536

Yandex NV (a)

100,100

3,567,564

TOTAL NETHERLANDS

16,863,667

New Zealand - 0.1%

EBOS Group Ltd.

225,407

1,991,313

Common Stocks - continued

Shares

Value

Nigeria - 0.2%

Guinness Nigeria PLC

941,861

$ 1,156,012

Nigerian Breweries PLC

1,827,733

1,929,130

TOTAL NIGERIA

3,085,142

Norway - 1.0%

DNB ASA

447,800

8,191,130

Schibsted ASA (B Shares)

164,400

8,563,268

Statoil ASA

14,100

433,418

Statoil ASA sponsored ADR (d)

30,700

946,481

TOTAL NORWAY

18,134,297

Philippines - 0.6%

Alliance Global Group, Inc.

9,464,300

6,313,149

Melco Crown Philippines Resort (a)

18,428,700

4,841,098

TOTAL PHILIPPINES

11,154,247

South Africa - 2.9%

Clicks Group Ltd.

931,242

5,560,307

Life Healthcare Group Holdings Ltd.

621,600

2,425,029

Naspers Ltd. Class N

368,600

43,393,246

TOTAL SOUTH AFRICA

51,378,582

Spain - 1.6%

Atresmedia Corporacion de Medios de Comunicacion SA 

547,000

7,834,614

Banco Bilbao Vizcaya Argentaria SA

592,060

7,546,055

Banco Santander SA (Spain)

342,941

3,583,481

Grifols SA ADR

171,300

7,545,765

Mediaset Espana Comunicacion, S.A. (a)

154,500

1,802,041

TOTAL SPAIN

28,311,956

Sweden - 2.0%

Eniro AB (a)

526,500

3,545,959

Investment AB Kinnevik (B Shares)

205,100

8,742,355

Nordea Bank AB

608,800

8,592,294

Svenska Cellulosa AB (SCA) (B Shares)

439,000

11,438,948

Swedbank AB (A Shares)

102,432

2,716,578

TOTAL SWEDEN

35,036,134

Switzerland - 7.6%

Compagnie Financiere Richemont SA Series A

184,902

19,401,366

Credit Suisse Group AG

324,618

9,231,967

Credit Suisse Group AG sponsored ADR (d)

61,252

1,737,719

Julius Baer Group Ltd.

55,980

2,307,881

Nestle SA

520,059

40,297,787

Sika AG (Bearer)

1,800

7,359,946

Swatch Group AG (Bearer)

29,240

17,656,766

Swiss Re Ltd.

46,826

4,166,183

Syngenta AG (Switzerland)

38,450

14,205,324

UBS AG

591,162

10,838,669

 

Shares

Value

UBS AG (NY Shares)

184,900

$ 3,387,368

Zurich Insurance Group AG

11,638

3,507,936

TOTAL SWITZERLAND

134,098,912

Taiwan - 0.5%

Addcn Technology Co. Ltd.

292,000

4,164,097

MediaTek, Inc.

323,000

5,460,373

TOTAL TAIWAN

9,624,470

Thailand - 0.2%

Thai Beverage PCL

7,953,000

3,954,495

United Kingdom - 18.5%

Al Noor Hospitals Group PLC

121,600

2,126,846

Anglo American PLC ADR

96,800

1,187,736

AstraZeneca PLC (United Kingdom)

226,455

16,847,724

Aviva PLC

329,400

2,873,943

Barclays PLC

2,571,808

9,368,524

Barclays PLC sponsored ADR

199,250

2,911,043

BG Group PLC

408,438

8,632,660

BHP Billiton PLC

415,946

13,521,993

BP PLC

881,993

7,766,765

Brammer PLC

1,085,200

8,482,813

Burberry Group PLC

391,000

9,923,604

Dechra Pharmaceuticals PLC

159,300

1,972,449

Diageo PLC

524,328

16,699,375

Dunelm Group PLC

464,300

6,634,935

Exova Group Ltd. PLC (a)

87,610

368,842

Foxtons Group PLC

435,300

2,237,152

GlaxoSmithKline PLC

447,200

11,906,788

Hays PLC

1,328,400

3,321,472

HSBC Holdings PLC:

(United Kingdom)

929,678

9,431,656

sponsored ADR

252,732

12,838,786

Informa PLC

395,290

3,240,432

ITV PLC

3,573,900

10,899,376

Johnson Matthey PLC

164,298

8,716,568

Lloyds Banking Group PLC (a)

11,728,444

14,907,713

M&C Saatchi PLC

691,900

3,057,984

Moneysupermarket.com Group PLC

1,165,300

3,755,256

Perform Group PLC (a)

726,600

2,872,493

Poundland Group PLC (a)

168,154

912,259

Prudential PLC

220,034

5,041,299

Reckitt Benckiser Group PLC

111,600

9,740,604

Rightmove PLC

89,900

3,298,648

Rio Tinto PLC

142,915

7,716,591

Rio Tinto PLC sponsored ADR (d)

34,900

1,894,372

Rolls-Royce Group PLC

322,708

5,903,900

Royal Bank of Scotland Group PLC (a)

255,480

1,435,854

Royal Dutch Shell PLC:

Class A (United Kingdom)

632,388

26,132,007

Class B (United Kingdom)

421,575

18,321,697

Royal Mail PLC

117,700

1,005,145

SABMiller PLC

351,000

20,351,764

Common Stocks - continued

Shares

Value

United Kingdom - continued

Standard Chartered PLC (United Kingdom)

271,168

$ 5,541,078

Sthree PLC

229,400

1,526,214

Taylor Wimpey PLC

1,623,100

3,166,662

Travis Perkins PLC

198,400

5,561,694

William Hill PLC

2,030,644

11,398,801

TOTAL UNITED KINGDOM

325,453,517

United States of America - 8.1%

BlackRock, Inc. Class A

17,000

5,433,200

Boston Beer Co., Inc. Class A (a)

15,000

3,352,800

Dunkin' Brands Group, Inc.

125,900

5,767,479

eBay, Inc. (a)

122,700

6,142,362

Facebook, Inc. Class A (a)

183,600

12,354,444

Gilead Sciences, Inc. (a)

73,000

6,052,430

Google, Inc.:

Class A (a)

15,200

8,886,984

Class C (a)

15,200

8,744,256

JD.com, Inc. sponsored ADR (d)

13,100

373,481

Lorillard, Inc.

89,900

5,481,203

MercadoLibre, Inc. (d)

49,400

4,712,760

Monsanto Co.

60,503

7,547,144

Monster Beverage Corp. (a)

88,400

6,279,052

Nimble Storage, Inc.

2,600

79,872

priceline.com, Inc. (a)

8,360

10,057,080

Sprouts Farmers Market LLC (d)

194,900

6,377,128

Tiffany & Co., Inc.

114,700

11,498,675

TripAdvisor, Inc. (a)

40,700

4,422,462

Trulia, Inc. (a)(d)

77,800

3,686,164

Visa, Inc. Class A

56,400

11,884,044

Yahoo!, Inc. (a)

133,000

4,672,290

Zillow, Inc. (a)(d)

57,800

8,261,354

TOTAL UNITED STATES OF AMERICA

142,066,664

TOTAL COMMON STOCKS

(Cost $1,366,229,709)


1,733,113,251

Nonconvertible Preferred Stocks - 1.4%

Shares

Value

Germany - 1.4%

Sartorius AG (non-vtg.)

39,500

$ 4,764,555

Volkswagen AG

75,447

19,814,777

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $11,922,010)


24,579,332

Money Market Funds - 3.6%

 

 

 

 

Fidelity Cash Central Fund, 0.11% (b)

10,434,547

10,434,547

Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)

53,642,810

53,642,810

TOTAL MONEY MARKET FUNDS

(Cost $64,077,357)


64,077,357

TOTAL INVESTMENT PORTFOLIO - 103.4%

(Cost $1,442,229,076)

1,821,769,940

NET OTHER ASSETS (LIABILITIES) - (3.4)%

(59,593,315)

NET ASSETS - 100%

$ 1,762,176,625

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $232,650 or 0.0% of net assets.

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

$ 13,910

Fidelity Securities Lending Cash Central Fund

499,695

Total

$ 513,605

Other Information

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

The following is a summary of the inputs used, as of June 30, 2014, 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 tables 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:

Consumer Discretionary

$ 460,271,634

$ 365,713,745

$ 94,557,889

$ -

Consumer Staples

223,446,163

123,700,322

99,745,841

-

Energy

93,098,341

13,306,851

79,791,490

-

Financials

319,108,509

138,445,650

180,662,859

-

Health Care

169,663,093

113,590,368

56,072,725

-

Industrials

111,407,219

80,713,621

30,693,598

-

Information Technology

259,553,171

205,678,915

53,874,256

-

Materials

90,621,551

44,332,292

46,289,259

-

Telecommunication Services

30,522,902

5,781,273

24,741,629

-

Money Market Funds

64,077,357

64,077,357

-

-

Total Investments in Securities:

$ 1,821,769,940

$ 1,155,340,394

$ 666,429,546

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended June 30, 2014. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 25,825,529

Level 2 to Level 1

$ 12,155,090

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

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

  

June 30, 2014 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $52,147,397) - See accompanying schedule:

Unaffiliated issuers (cost $1,378,151,719)

$ 1,757,692,583

 

Fidelity Central Funds (cost $64,077,357)

64,077,357

 

Total Investments (cost $1,442,229,076)

 

$ 1,821,769,940

Foreign currency held at value (cost $430,550)

431,670

Receivable for investments sold

Regular delivery

5,097,917

Delayed delivery

74,006

Receivable for fund shares sold

1,188,415

Dividends receivable

3,768,287

Distributions receivable from Fidelity Central Funds

37,671

Other receivables

270,857

Total assets

1,832,638,763

 

 

 

Liabilities

Payable to custodian bank

$ 47,362

Payable for investments purchased

13,757,749

Payable for fund shares redeemed

939,189

Accrued management fee

1,028,014

Distribution and service plan fees payable

95,480

Other affiliated payables

183,569

Other payables and accrued expenses

767,965

Collateral on securities loaned, at value

53,642,810

Total liabilities

70,462,138

 

 

 

Net Assets

$ 1,762,176,625

Net Assets consist of:

 

Paid in capital

$ 1,589,220,253

Undistributed net investment income

21,931,616

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(228,519,740)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

379,544,496

Net Assets

$ 1,762,176,625

Statement of Assets and Liabilities - continued

  

June 30, 2014 (Unaudited)

 

 

 

Initial Class:
Net Asset Value
, offering price and redemption price per share ($799,512,809 ÷ 39,055,285 shares)

$ 20.47

 

 

 

Service Class:
Net Asset Value
, offering price and redemption price per share ($114,937,059 ÷ 5,639,824 shares)

$ 20.38

 

 

 

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($299,186,359 ÷ 14,757,646 shares)

$ 20.27

 

 

 

Initial Class R:
Net Asset Value
, offering price and redemption price per share ($98,704,702 ÷ 4,833,748 shares)

$ 20.42

 

 

 

Service Class R:
Net Asset Value
, offering price and redemption price per share ($51,715,232 ÷ 2,542,252 shares)

$ 20.34

 

 

 

Service Class 2R:
Net Asset Value
, offering price and redemption price per share ($92,365,437 ÷ 4,602,357 shares)

$ 20.07

 

 

 

Investor Class R:
Net Asset Value
, offering price and redemption price per share ($305,755,027 ÷ 14,986,428 shares)

$ 20.40

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

 

  

  

Investment Income

  

  

Dividends

 

$ 25,178,482

Special dividends

 

6,439,828

Income from Fidelity Central Funds

 

513,605

Income before foreign taxes withheld

 

32,131,915

Less foreign taxes withheld

 

(2,273,089)

Total income

 

29,858,826

 

 

 

Expenses

Management fee

$ 6,132,519

Transfer agent fees

706,618

Distribution and service plan fees

574,384

Accounting and security lending fees

395,079

Custodian fees and expenses

90,223

Independent trustees' compensation

3,564

Appreciation in deferred trustee compensation account

9

Audit

38,897

Legal

4,326

Miscellaneous

7,519

Total expenses before reductions

7,953,138

Expense reductions

(12,251)

7,940,887

Net investment income (loss)

21,917,939

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

85,997,781

Foreign currency transactions

(79,593)

Total net realized gain (loss)

 

85,918,188

Change in net unrealized appreciation (depreciation) on:

Investment securities

(124,141,310)

Assets and liabilities in foreign currencies

31

Total change in net unrealized appreciation (depreciation)

 

(124,141,279)

Net gain (loss)

(38,223,091)

Net increase (decrease) in net assets resulting from operations

$ (16,305,152)

Statement of Changes in Net Assets

  

Six months ended
June 30, 2014
(Unaudited)

Year ended
December 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 21,917,939

$ 20,795,086

Net realized gain (loss)

85,918,188

93,790,660

Change in net unrealized appreciation (depreciation)

(124,141,279)

309,754,327

Net increase (decrease) in net assets resulting from operations

(16,305,152)

424,340,073

Distributions to shareholders from net investment income

-

(20,735,911)

Distributions to shareholders from net realized gain

(437,196)

(6,041,894)

Total distributions

(437,196)

(26,777,805)

Share transactions - net increase (decrease)

(29,136,090)

(86,109,747)

Redemption fees

16,712

19,250

Total increase (decrease) in net assets

(45,861,726)

311,471,771

 

 

 

Net Assets

Beginning of period

1,808,038,351

1,496,566,580

End of period (including undistributed net investment income of $21,931,616 and undistributed net investment income of $13,677, respectively)

$ 1,762,176,625

$ 1,808,038,351

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

Semiannual Report

Financial Highlights - Initial Class

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.64

$ 16.09

$ 13.63

$ 16.77

$ 15.05

$ 12.17

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .26 H

.25

.29

.26

.21

.28

Net realized and unrealized gain (loss)

  (.42)

4.63

2.53

(3.14)

1.76

2.93

Total from investment operations

  (.16)

4.88

2.82

(2.88)

1.97

3.21

Distributions from net investment income

  -

(.26)

(.30) I

(.23)

(.22)

(.29)

Distributions from net realized gain

  (.01)

(.07)

(.06) I

(.03)

(.03)

(.04)

Total distributions

  (.01)

(.33)

(.36)

(.26)

(.25)

(.33)

Redemption fees added to paid in capital E, K

  -

-

-

-

-

-

Net asset value, end of period

$ 20.47

$ 20.64

$ 16.09

$ 13.63

$ 16.77

$ 15.05

Total Return B, C, D

  (.80)%

30.44%

20.74%

(17.16)%

13.11%

26.53%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .83% A

.84%

.85%

.85%

.86%

.88%

Expenses net of fee waivers, if any

  .83% A

.84%

.85%

.85%

.85%

.88%

Expenses net of all reductions

  .83% A

.83%

.83%

.83%

.83%

.84%

Net investment income (loss)

  2.58% A, H

1.41%

1.94%

1.59%

1.41%

2.17%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 799,513

$ 829,382

$ 659,258

$ 598,862

$ 779,501

$ 758,018

Portfolio turnover rate G

  41% A

34%

41%

45%

50%

78%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.83%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

Financial Highlights - Service Class

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.56

$ 16.02

$ 13.58

$ 16.70

$ 14.99

$ 12.12

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .25 H

.24

.28

.24

.19

.26

Net realized and unrealized gain (loss)

  (.42)

4.61

2.50

(3.12)

1.75

2.93

Total from investment operations

  (.17)

4.85

2.78

(2.88)

1.94

3.19

Distributions from net investment income

  -

(.24)

(.29) I

(.21)

(.20)

(.28)

Distributions from net realized gain

  (.01)

(.07)

(.06) I

(.03)

(.03)

(.04)

Total distributions

  (.01)

(.31)

(.34) L

(.24)

(.23)

(.32)

Redemption fees added to paid in capital E, K

  -

-

-

-

-

-

Net asset value, end of period

$ 20.38

$ 20.56

$ 16.02

$ 13.58

$ 16.70

$ 14.99

Total Return B, C, D

  (.85)%

30.38%

20.54%

(17.23)%

12.99%

26.44%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .93% A

.94%

.95%

.95%

.96%

.98%

Expenses net of fee waivers, if any

  .93% A

.94%

.95%

.95%

.95%

.98%

Expenses net of all reductions

  .93% A

.93%

.93%

.93%

.93%

.94%

Net investment income (loss)

  2.48% A, H

1.31%

1.84%

1.49%

1.31%

2.07%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 114,937

$ 118,920

$ 110,468

$ 108,921

$ 162,394

$ 171,252

Portfolio turnover rate G

  41% A

34%

41%

45%

50%

78%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.73%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share. L Total distributions of $.34 per share is comprised of distributions from net investment income of $.286 and distributions from net realized gain of $.059 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.47

$ 15.95

$ 13.52

$ 16.62

$ 14.92

$ 12.07

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .23 H

.21

.25

.21

.17

.24

Net realized and unrealized gain (loss)

  (.42)

4.59

2.50

(3.09)

1.74

2.91

Total from investment operations

  (.19)

4.80

2.75

(2.88)

1.91

3.15

Distributions from net investment income

  -

(.21)

(.26) I

(.19)

(.18)

(.26)

Distributions from net realized gain

  (.01)

(.07)

(.06) I

(.03)

(.03)

(.04)

Total distributions

  (.01)

(.28)

(.32)

(.22)

(.21)

(.30)

Redemption fees added to paid in capital E, K

  -

-

-

-

-

-

Net asset value, end of period

$ 20.27

$ 20.47

$ 15.95

$ 13.52

$ 16.62

$ 14.92

Total Return B, C, D

  (.95)%

30.17%

20.38%

(17.34)%

12.83%

26.22%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  1.08% A

1.09%

1.10%

1.10%

1.11%

1.12%

Expenses net of fee waivers, if any

  1.08% A

1.09%

1.10%

1.10%

1.10%

1.12%

Expenses net of all reductions

  1.08% A

1.08%

1.08%

1.08%

1.08%

1.09%

Net investment income (loss)

  2.33% A, H

1.16%

1.69%

1.34%

1.16%

1.93%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 299,186

$ 316,863

$ 349,364

$ 342,206

$ 461,033

$ 457,971

Portfolio turnover rate G

  41% A

34%

41%

45%

50%

78%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.58%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

Financial Highlights - Initial Class R

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.59

$ 16.05

$ 13.60

$ 16.73

$ 15.02

$ 12.14

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .26 H

.25

.29

.26

.21

.28

Net realized and unrealized gain (loss)

  (.42)

4.62

2.52

(3.13)

1.75

2.93

Total from investment operations

  (.16)

4.87

2.81

(2.87)

1.96

3.21

Distributions from net investment income

  -

(.26)

(.30) I

(.23)

(.22)

(.29)

Distributions from net realized gain

  (.01)

(.07)

(.06) I

(.03)

(.03)

(.04)

Total distributions

  (.01)

(.33)

(.36)

(.26)

(.25)

(.33)

Redemption fees added to paid in capital E, K

  -

-

-

-

-

-

Net asset value, end of period

$ 20.42

$ 20.59

$ 16.05

$ 13.60

$ 16.73

$ 15.02

Total Return B, C, D

  (.80)%

30.45%

20.71%

(17.14)%

13.07%

26.60%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .83% A

.84%

.85%

.85%

.86%

.88%

Expenses net of fee waivers, if any

  .83% A

.84%

.85%

.85%

.85%

.88%

Expenses net of all reductions

  .83% A

.83%

.83%

.83%

.83%

.84%

Net investment income (loss)

  2.58% A, H

1.41%

1.94%

1.59%

1.41%

2.17%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 98,705

$ 104,016

$ 88,587

$ 85,922

$ 122,655

$ 128,689

Portfolio turnover rate G

  41% A

34%

41%

45%

50%

78%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.84%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Service Class R

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.52

$ 16.00

$ 13.56

$ 16.68

$ 14.97

$ 12.10

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .25 H

.24

.28

.24

.19

.27

Net realized and unrealized gain (loss)

  (.42)

4.59

2.51

(3.12)

1.75

2.92

Total from investment operations

  (.17)

4.83

2.79

(2.88)

1.94

3.19

Distributions from net investment income

  -

(.24)

(.29) I

(.21)

(.20)

(.28)

Distributions from net realized gain

  (.01)

(.07)

(.06) I

(.03)

(.03)

(.04)

Total distributions

  (.01)

(.31)

(.35)

(.24)

(.23)

(.32)

Redemption fees added to paid in capital E, K

  -

-

-

-

-

-

Net asset value, end of period

$ 20.34

$ 20.52

$ 16.00

$ 13.56

$ 16.68

$ 14.97

Total Return B, C, D

  (.85)%

30.30%

20.58%

(17.24)%

13.01%

26.49%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .93% A

.94%

.94%

.95%

.96%

.97%

Expenses net of fee waivers, if any

  .93% A

.93%

.94%

.94%

.95%

.97%

Expenses net of all reductions

  .93% A

.92%

.93%

.93%

.93%

.94%

Net investment income (loss)

  2.49% A, H

1.31%

1.84%

1.49%

1.31%

2.08%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 51,715

$ 54,146

$ 45,774

$ 43,414

$ 60,617

$ 66,014

Portfolio turnover rate G

  41% A

34%

41%

45%

50%

78%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.74%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

Financial Highlights - Service Class 2R

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.26

$ 15.80

$ 13.40

$ 16.48

$ 14.80

$ 11.98

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .23 H

.21

.25

.21

.17

.25

Net realized and unrealized gain (loss)

  (.41)

4.54

2.47

(3.07)

1.73

2.87

Total from investment operations

  (.18)

4.75

2.72

(2.86)

1.90

3.12

Distributions from net investment income

  -

(.22)

(.26) I

(.19)

(.19)

(.26)

Distributions from net realized gain

  (.01)

(.07)

(.06) I

(.03)

(.03)

(.04)

Total distributions

  (.01)

(.29)

(.32)

(.22)

(.22)

(.30)

Redemption fees added to paid in capital E, K

  -

-

-

-

-

-

Net asset value, end of period

$ 20.07

$ 20.26

$ 15.80

$ 13.40

$ 16.48

$ 14.80

Total Return B, C, D

  (.91)%

30.15%

20.36%

(17.33)%

12.82%

26.20%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  1.08% A

1.09%

1.09%

1.10%

1.11%

1.12%

Expenses net of fee waivers, if any

  1.08% A

1.08%

1.09%

1.09%

1.10%

1.12%

Expenses net of all reductions

  1.08% A

1.07%

1.08%

1.08%

1.08%

1.09%

Net investment income (loss)

  2.34% A, H

1.16%

1.69%

1.34%

1.16%

1.93%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 92,365

$ 90,537

$ 67,674

$ 58,968

$ 69,393

$ 64,200

Portfolio turnover rate G

  41% A

34%

41%

45%

50%

78%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.59%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Investor Class R

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.58

$ 16.04

$ 13.60

$ 16.73

$ 15.01

$ 12.14

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .25 H

.24

.28

.24

.20

.27

Net realized and unrealized gain (loss)

  (.42)

4.62

2.51

(3.12)

1.76

2.92

Total from investment operations

  (.17)

4.86

2.79

(2.88)

1.96

3.19

Distributions from net investment income

  -

(.25)

(.29) I

(.22)

(.21)

(.28)

Distributions from net realized gain

  (.01)

(.07)

(.06) I

(.03)

(.03)

(.04)

Total distributions

  (.01)

(.32)

(.35)

(.25)

(.24)

(.32)

Redemption fees added to paid in capital E, K

  -

-

-

-

-

-

Net asset value, end of period

$ 20.40

$ 20.58

$ 16.04

$ 13.60

$ 16.73

$ 15.01

Total Return B, C, D

  (.85)%

30.40%

20.54%

(17.22)%

13.07%

26.42%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .91% A

.92%

.93%

.93%

.95%

.97%

Expenses net of fee waivers, if any

  .91% A

.92%

.93%

.93%

.94%

.97%

Expenses net of all reductions

  .91% A

.91%

.92%

.91%

.92%

.94%

Net investment income (loss)

  2.50% A, H

1.33%

1.85%

1.51%

1.32%

2.08%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 305,755

$ 294,173

$ 175,442

$ 152,810

$ 177,984

$ 148,806

Portfolio turnover rate G

  41% A

34%

41%

45%

50%

78%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.76%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

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

Semiannual Report


Notes to Financial Statements

For the period ended June 30, 2014 (Unaudited)

1. Organization.

VIP Overseas Portfolio (the Fund) is a fund of Variable Insurance Products Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares, Initial Class R shares, Service Class R shares, Service Class 2R shares, and Investor Class R shares. All classes have equal rights and voting privileges, except for matters affecting a single class. The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when 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.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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 June 30, 2014, including information on transfers between Levels 1 and 2, is included at the end of Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences resulted in distribution reclassifications for the period ended December 31, 2012.

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), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation

$ 451,469,915

Gross unrealized depreciation

(93,633,181)

Net unrealized appreciation (depreciation) on securities and other investments

$ 357,836,734

 

 

Tax cost

$ 1,463,933,206

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

Fiscal year of expiration

 

2016

$ (12,503,833)

2017

(280,447,470)

Total capital loss carryforward

$ (292,951,303)

Trading (Redemption) Fees. Initial Class R shares, Service Class R shares, Service Class 2R shares and Investor Class R shares held by investors less than 60 days may be subject to a redemption fee equal to 1% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

4. Purchases and Sales of Investments.

Purchases and sales of, other than short-term securities, aggregated $377,863,411 and $354,112,786, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .70% of the Fund's average net assets.

In July 2014, the Board of Trustees approved an amendment to the management contract reducing the individual fund fee rate from .45% to .424%. The new individual fund fee rate will be effective August 1, 2014.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate 12b-1 Plans for each Service Class of shares. Each Service Class pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, a service fee. For the period, the service fee is based on an annual rate of .10% of Service Class' and Service Class R's average net assets and .25% of Service Class 2's and Service Class 2R's average net assets.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

For the period, total fees, all of which were re-allowed to insurance companies for the distribution of shares and providing shareholder support services were as follows:

Service Class

$ 57,385

Service Class 2

378,894

Service Class R

25,993

Service Class 2 R

112,112

 

$ 574,384

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class R) pays a fee for transfer agent services, typesetting, printing and mailing of shareholder reports, excluding mailing of proxy statements and out of pocket expenses, equal to an annual rate of .07% (.15% for Investor Class R) of average net assets. For the period, transfer agent fees for each class, including out of pocket expenses, were as follows:

Initial Class

$ 268,692

Service Class

38,681

Service Class 2

101,851

Initial Class R

33,377

Service Class R

16,834

Service Class 2R

29,063

Investor Class R

218,120

 

$ 706,618

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $1,521 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviseror an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,603 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $6,511,053. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $499,695, including $3,908 from securities loaned to FCM.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $12,245 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $6.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30, 2014

Year ended
December 31, 2013

From net investment income

 

 

Initial Class

$ -

$ 9,994,667

Service Class

-

1,357,229

Service Class 2

-

3,168,706

Initial Class R

-

1,290,936

Service Class R

-

628,888

Service Class 2R

-

959,606

Investor Class R

-

3,335,879

Total

$ -

$ 20,735,911

From net realized gain

 

 

Initial Class

$ 197,461

$ 2,739,851

Service Class

28,825

403,194

Service Class 2

77,133

1,092,127

Initial Class R

25,187

353,886

Service Class R

13,104

185,274

Service Class 2R

22,313

312,532

Investor Class R

73,173

955,030

Total

$ 437,196

$ 6,041,894

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
June 30,
2014

Year ended
December 31,
2013

Six months ended
June 30,
2014

Year ended
December 31,
2013

Initial Class

 

 

 

 

Shares sold

1,943,977

5,801,817

$ 39,196,145

$ 107,662,358

Reinvestment of distributions

9,761

649,058

197,461

12,734,518

Shares redeemed

(3,072,895)

(7,255,257)

(61,773,250)

(129,071,396)

Net increase (decrease)

(1,119,157)

(804,382)

$ (22,379,644)

$ (8,674,520)

Service Class

 

 

 

 

Shares sold

255,695

428,272

$ 5,137,279

$ 7,746,361

Reinvestment of distributions

1,431

90,093

28,825

1,760,423

Shares redeemed

(400,728)

(1,628,602)

(8,081,148)

(28,843,970)

Net increase (decrease)

(143,602)

(1,110,237)

$ (2,915,044)

$ (19,337,186)

Service Class 2

 

 

 

 

Shares sold

652,145

1,340,055

$ 13,054,385

$ 23,878,028

Reinvestment of distributions

3,847

218,953

77,133

4,260,833

Shares redeemed

(1,377,420)

(7,981,874)

(27,384,896)

(142,365,692)

Net increase (decrease)

(721,428)

(6,422,866)

$ (14,253,378)

$ (114,226,831)

Initial Class R

 

 

 

 

Shares sold

159,238

435,761

$ 3,206,373

$ 8,137,230

Reinvestment of distributions

1,248

84,048

25,187

1,644,822

Shares redeemed

(377,859)

(988,816)

(7,571,228)

(17,709,460)

Net increase (decrease)

(217,373)

(469,007)

$ (4,339,668)

$ (7,927,408)

Semiannual Report

10. Share Transactions - continued

 

Shares

Dollars

Six months ended
June 30,
2014

Year ended
December 31,
2013

Six months ended
June 30,
2014

Year ended
December 31,
2013

Service Class R

 

 

 

 

Shares sold

122,764

215,668

$ 2,457,608

$ 3,976,622

Reinvestment of distributions

652

41,731

13,104

814,162

Shares redeemed

(219,300)

(480,725)

(4,374,971)

(8,684,273)

Net increase (decrease)

(95,884)

(223,326)

$ (1,904,259)

$ (3,893,489)

Service Class 2R

 

 

 

 

Shares sold

373,173

635,014

$ 7,378,612

$ 11,565,664

Reinvestment of distributions

1,124

66,051

22,313

1,272,138

Shares redeemed

(239,801)

(515,803)

(4,751,014)

(9,082,206)

Net increase (decrease)

134,496

185,262

$ 2,649,911

$ 3,755,596

Investor Class R

 

 

 

 

Shares sold

1,341,521

4,240,579

$ 26,947,608

$ 79,414,168

Reinvestment of distributions

3,628

219,372

73,173

4,290,909

Shares redeemed

(650,791)

(1,102,402)

(13,014,789)

(19,510,986)

Net increase (decrease)

694,358

3,357,549

$ 14,005,992

$ 64,194,091

11. Other.

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

At the end of the period, the investment adviser or its affiliates were the owners of record of 19% of the total outstanding shares of the Fund and one otherwise unaffiliated shareholder was the owner of record of 18% of the total outstanding shares of the Fund.

Semiannual Report


Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Japan) Inc.

Fidelity Management & Research (Hong Kong) Limited

FIL Investment Advisors

FIL Investment Advisors (UK) Limited

FIL Investments (Japan) Limited

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

JPMorgan Chase Bank
New York, NY

VIPOVRS-SANN-0814
1.705696.116

Fidelity® Variable Insurance Products:

Overseas Portfolio - Class R

Semiannual Report

June 30, 2014

(Fidelity Cover Art)


Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Changes

(Click Here)

A summary of major shifts in the fund's investments over the past six months.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

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

Fidelity Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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. © 2014 FMR LLC. All rights reserved.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2014 to June 30, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Annualized
Expense Ratio
B

Beginning
Account Value
January 1, 2014

Ending
Account Value
June 30, 2014

Expenses Paid
During Period
*
January 1, 2014
to June 30, 2014

Initial Class

.83%

 

 

 

Actual

 

$ 1,000.00

$ 992.00

$ 4.10

HypotheticalA

 

$ 1,000.00

$ 1,020.68

$ 4.16

Service Class

.93%

 

 

 

Actual

 

$ 1,000.00

$ 991.50

$ 4.59

HypotheticalA

 

$ 1,000.00

$ 1,020.18

$ 4.66

Service Class 2

1.08%

 

 

 

Actual

 

$ 1,000.00

$ 990.50

$ 5.33

HypotheticalA

 

$ 1,000.00

$ 1,019.44

$ 5.41

Initial Class R

.83%

 

 

 

Actual

 

$ 1,000.00

$ 992.00

$ 4.10

HypotheticalA

 

$ 1,000.00

$ 1,020.68

$ 4.16

Service Class R

.93%

 

 

 

Actual

 

$ 1,000.00

$ 991.50

$ 4.59

HypotheticalA

 

$ 1,000.00

$ 1,020.18

$ 4.66

Service Class 2R

1.08%

 

 

 

Actual

 

$ 1,000.00

$ 990.90

$ 5.33

HypotheticalA

 

$ 1,000.00

$ 1,019.44

$ 5.41

Investor Class R

.91%

 

 

 

Actual

 

$ 1,000.00

$ 991.50

$ 4.49

HypotheticalA

 

$ 1,000.00

$ 1,020.28

$ 4.56

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report


Investment Changes (Unaudited)

Geographic Diversification (% of fund's net assets)

As of June 30, 2014

vip1426020

United Kingdom

18.5%

 

vip1426022

Japan

17.7%

 

vip1426024

France

9.0%

 

vip1426026

United States of America*

8.3%

 

vip1426028

Switzerland

7.6%

 

vip1426030

Germany

4.9%

 

vip1426032

Cayman Islands

4.8%

 

vip1426034

Denmark

3.0%

 

vip1426036

South Africa

2.9%

 

vip1426038

Other

23.3%

 

vip1426069

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

* Includes Short-Term Investments and Net Other Assets.

As of December 31, 2013

vip1426020

Japan

18.9%

 

vip1426022

United Kingdom

17.1%

 

vip1426024

United States of America*

8.0%

 

vip1426026

France

7.9%

 

vip1426028

Cayman Islands

7.9%

 

vip1426030

Switzerland

7.2%

 

vip1426032

Germany

5.5%

 

vip1426034

Sweden

3.2%

 

vip1426036

Ireland

3.1%

 

vip1426038

Other

21.2%

 

vip1426081

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

* Includes Short-Term Investments and Net Other Assets.

Asset Allocation as of June 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Stocks

99.8

98.1

Short-Term Investments and Net Other Assets (Liabilities)

0.2

1.9

Top Ten Stocks as of June 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Naspers Ltd. Class N (South Africa, Media)

2.5

1.6

Nestle SA (Switzerland, Food Products)

2.3

2.2

Sanofi SA (France, Pharmaceuticals)

2.1

2.0

Rakuten, Inc. (Japan, Internet & Catalog Retail)

1.6

1.6

Novo Nordisk A/S Series B (Denmark, Pharmaceuticals)

1.6

1.1

Royal Dutch Shell PLC Class A (United Kingdom) (United Kingdom, Oil, Gas & Consumable Fuels)

1.5

0.9

SoftBank Corp. (Japan, Wireless Telecommunication Services)

1.4

2.1

HSBC Holdings PLC (United Kingdom, Financials & Banks)

1.3

1.3

Naver Corp. (Korea (South), Internet Software & Services)

1.2

0.2

Toyota Motor Corp. (Japan, Automobiles)

1.2

1.4

 

16.7

Market Sectors as of June 30, 2014

 

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

26.3

27.2

Financials

18.2

18.8

Information Technology

15.0

15.0

Consumer Staples

12.8

11.4

Health Care

9.5

7.1

Industrials

6.1

7.3

Energy

5.1

3.1

Materials

5.1

5.6

Telecommunication Services

1.7

2.6

Semiannual Report


Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.4%

Shares

Value

Australia - 2.7%

AMP Ltd.

423,882

$ 2,118,408

BHP Billiton Ltd.

318,002

10,845,351

Carsales.com Ltd.

320,637

3,201,830

CSL Ltd.

161,275

10,120,542

Fortescue Metals Group Ltd.

258,379

1,059,827

G8 Education Ltd.

1,358,273

5,891,604

iSelect Ltd.

6,177,716

6,699,069

Macquarie Group Ltd.

99,742

5,608,304

Rio Tinto Ltd.

24,301

1,359,067

TOTAL AUSTRALIA

46,904,002

Bailiwick of Jersey - 0.4%

Glencore Xstrata PLC

1,246,535

6,945,023

Belgium - 1.0%

Ageas

66,760

2,663,361

Anheuser-Busch InBev SA NV

33,577

3,858,009

Hamon & Compagnie International SA (a)

62,254

1,299,125

KBC Groupe SA (a)

58,487

3,183,428

UCB SA

72,400

6,129,661

TOTAL BELGIUM

17,133,584

Bermuda - 0.7%

Clear Media Ltd.

2,035,000

1,950,874

Oriental Watch Holdings Ltd.

7,028,000

1,650,361

Signet Jewelers Ltd.

79,400

8,780,846

TOTAL BERMUDA

12,382,081

Brazil - 1.5%

Anhanguera Educacional Participacoes SA

579,300

4,824,223

BB Seguridade Participacoes SA

636,600

9,346,596

Cielo SA

583,180

12,009,364

TOTAL BRAZIL

26,180,183

British Virgin Islands - 0.5%

Gem Diamonds Ltd. (a)

931,919

2,280,687

Mail.Ru Group Ltd.:

GDR (a)(e)

6,600

232,650

GDR (Reg. S) (a)

200,099

7,053,490

TOTAL BRITISH VIRGIN ISLANDS

9,566,827

Canada - 0.4%

Entertainment One Ltd.

1,006,000

5,337,172

MDC Partners, Inc. Class A (sub. vtg.)

37,700

810,173

Performance Sports Group Ltd. (a)

55,161

949,118

TOTAL CANADA

7,096,463

Cayman Islands - 4.8%

58.com, Inc. ADR

84,000

4,541,040

Autohome, Inc. ADR Class A (d)

39,900

1,373,757

Baidu.com, Inc. sponsored ADR (a)

50,100

9,359,181

Biostime International Holdings Ltd.

1,233,500

6,843,582

Bitauto Holdings Ltd. ADR (a)

77,700

3,783,990

 

Shares

Value

Cimc Enric Holdings Ltd.

1,596,000

$ 2,100,434

Ctrip.com International Ltd. sponsored ADR (a)

115,800

7,415,832

GCL-Poly Energy Holdings Ltd. (a)

19,483,000

6,510,757

Greatview Aseptic Pack Co. Ltd.

4,056,000

2,773,637

Hengdeli Holdings Ltd. (d)

38,669,800

6,735,682

Home Inns & Hotels Management, Inc. sponsored ADR (a)

41,000

1,403,430

iKang Healthcare Group, Inc. sponsored ADR

11,500

199,410

Qunar Cayman Islands Ltd. sponsored ADR (d)

36,800

1,050,640

Shenguan Holdings Group Ltd.

2,636,000

1,112,165

SouFun Holdings Ltd. ADR (d)

429,900

4,208,721

Tencent Holdings Ltd.

1,290,000

19,673,565

WuXi PharmaTech Cayman, Inc. sponsored ADR (a)

143,000

4,698,980

TOTAL CAYMAN ISLANDS

83,784,803

China - 0.2%

TravelSky Technology Ltd. (H Shares)

3,969,000

3,651,292

Denmark - 3.0%

Danske Bank A/S

96,100

2,716,290

Novo Nordisk A/S:

Series B

80,625

3,721,083

Series B sponsored ADR

521,500

24,088,085

Pandora A/S

78,600

6,026,888

Vestas Wind Systems A/S (a)

330,100

16,653,989

TOTAL DENMARK

53,206,335

France - 9.0%

AXA SA

114,920

2,746,718

AXA SA sponsored ADR

135,400

3,246,892

Beneteau SA (a)

196,900

3,589,926

BNP Paribas SA

171,603

11,641,885

Bollore

6,457

4,190,904

Danone SA

178,815

13,296,408

Edenred SA (d)

118,359

3,589,018

Gameloft Se (a)

537,900

4,964,323

Havas SA

938,800

7,709,137

Iliad SA

19,126

5,781,273

LVMH Moet Hennessy - Louis Vuitton SA

95,996

18,507,783

Pernod Ricard SA (d)

80,600

9,679,061

Safran SA

71,900

4,707,514

Sanofi SA

139,290

14,805,071

Sanofi SA sponsored ADR

404,222

21,492,484

Societe Generale Series A

86,251

4,518,049

Solocal Group SA (a)(d)

3,037,680

2,994,837

Total SA

298,200

21,574,679

TOTAL FRANCE

159,035,962

Germany - 3.5%

adidas AG

78,800

7,981,425

Allianz SE

85,343

14,244,926

Axel Springer Verlag AG

116,600

7,176,734

Common Stocks - continued

Shares

Value

Germany - continued

Bayer AG

141,478

$ 19,982,819

Commerzbank AG (a)

55,520

872,750

CTS Eventim AG

182,524

5,209,793

Deutsche Bank AG

74,681

2,624,663

Linde AG

15,087

3,208,285

TOTAL GERMANY

61,301,395

Greece - 0.2%

Greek Organization of Football Prognostics SA

192,500

3,426,673

Hong Kong - 1.3%

AIA Group Ltd.

2,299,400

11,555,743

Television Broadcasts Ltd.

1,741,000

11,310,300

TOTAL HONG KONG

22,866,043

India - 0.2%

INFO Edge India Ltd.

90,742

1,018,241

Just Dial Ltd.

85,554

2,082,227

TOTAL INDIA

3,100,468

Ireland - 2.2%

C&C Group PLC

3,139,300

19,537,335

Glanbia PLC

451,000

6,805,448

Kingspan Group PLC (United Kingdom)

461,800

7,771,492

Paddy Power PLC (Ireland)

69,200

4,548,267

TOTAL IRELAND

38,662,542

Isle of Man - 0.3%

Playtech Ltd.

436,355

4,603,886

Israel - 0.3%

Rami Levi Chain Stores Hashikma Marketing 2006 Ltd.

80,100

4,101,288

Sarine Technologies Ltd.

1,024,000

2,110,578

TOTAL ISRAEL

6,211,866

Italy - 2.3%

Assicurazioni Generali SpA

158,500

3,474,715

Eni SpA

203,400

5,562,924

Eni SpA sponsored ADR (d)

67,900

3,727,710

Intesa Sanpaolo SpA

3,425,600

10,569,102

Lottomatica SpA (d)

82,800

2,023,798

Prada SpA

993,000

7,027,515

Tod's SpA (d)

58,771

7,480,163

TOTAL ITALY

39,865,927

Japan - 17.7%

Cosmos Pharmaceutical Corp.

111,300

11,746,711

Daiwa Securities Group, Inc.

490,000

4,245,496

DENSO Corp.

87,400

4,175,150

Dentsu, Inc.

431,700

17,580,906

East Japan Railway Co.

43,300

3,411,697

Enigmo, Inc. (a)(d)

141,000

8,612,631

Fuji Media Holdings, Inc.

161,900

2,815,421

 

Shares

Value

Fujitsu Ltd.

526,000

$ 3,941,238

Hitachi Ltd.

1,572,000

11,521,295

Honda Motor Co. Ltd.

277,700

9,690,277

Hoya Corp.

170,400

5,665,429

Infomart Corp.

52,700

1,218,973

Japan Tobacco, Inc.

329,000

11,996,035

JTEKT Corp.

219,800

3,708,657

Keyence Corp.

31,120

13,608,394

Mitsubishi Corp.

357,000

7,430,750

Mitsubishi Electric Corp.

750,000

9,264,555

Mitsubishi UFJ Financial Group, Inc.

2,681,700

16,462,198

Mitsubishi UFJ Financial Group, Inc. sponsored ADR (d)

331,200

2,036,880

MS&AD Insurance Group Holdings, Inc.

177,500

4,289,970

NEC Corp.

897,000

2,862,783

NEXT Co. Ltd. (d)

1,040,400

8,746,395

Nomura Holdings, Inc.

505,000

3,577,071

Nomura Holdings, Inc. sponsored ADR

57,600

404,928

Olympus Corp. (a)

131,200

4,514,114

OMRON Corp.

152,800

6,443,513

ORIX Corp.

1,254,900

20,807,244

Pigeon Corp.

35,100

1,851,516

Rakuten, Inc.

2,222,200

28,731,038

Shinsei Bank Ltd.

679,000

1,529,353

Ship Healthcare Holdings, Inc.

121,900

4,277,945

SoftBank Corp.

332,000

24,741,629

Sumitomo Mitsui Financial Group, Inc.

314,400

13,191,257

Suzuki Motor Corp.

128,100

4,018,699

THK Co. Ltd.

158,500

3,736,720

Tokio Marine Holdings, Inc.

136,600

4,496,019

Toshiba Corp.

672,000

3,141,219

Toyota Motor Corp.

314,000

18,800,003

Toyota Motor Corp. sponsored ADR

23,600

2,823,976

TOTAL JAPAN

312,118,085

Korea (South) - 1.9%

Korea Express Co. Ltd. (a)

48,772

5,807,338

Naver Corp.

26,582

21,932,777

Samsung Electronics Co. Ltd.

4,728

6,176,300

TOTAL KOREA (SOUTH)

33,916,415

Netherlands - 1.0%

AEGON NV

259,400

2,262,863

ASML Holding NV (d)

31,411

2,929,704

ING Groep NV (Certificaten Van Aandelen) (a)

577,484

8,103,536

Yandex NV (a)

100,100

3,567,564

TOTAL NETHERLANDS

16,863,667

New Zealand - 0.1%

EBOS Group Ltd.

225,407

1,991,313

Common Stocks - continued

Shares

Value

Nigeria - 0.2%

Guinness Nigeria PLC

941,861

$ 1,156,012

Nigerian Breweries PLC

1,827,733

1,929,130

TOTAL NIGERIA

3,085,142

Norway - 1.0%

DNB ASA

447,800

8,191,130

Schibsted ASA (B Shares)

164,400

8,563,268

Statoil ASA

14,100

433,418

Statoil ASA sponsored ADR (d)

30,700

946,481

TOTAL NORWAY

18,134,297

Philippines - 0.6%

Alliance Global Group, Inc.

9,464,300

6,313,149

Melco Crown Philippines Resort (a)

18,428,700

4,841,098

TOTAL PHILIPPINES

11,154,247

South Africa - 2.9%

Clicks Group Ltd.

931,242

5,560,307

Life Healthcare Group Holdings Ltd.

621,600

2,425,029

Naspers Ltd. Class N

368,600

43,393,246

TOTAL SOUTH AFRICA

51,378,582

Spain - 1.6%

Atresmedia Corporacion de Medios de Comunicacion SA 

547,000

7,834,614

Banco Bilbao Vizcaya Argentaria SA

592,060

7,546,055

Banco Santander SA (Spain)

342,941

3,583,481

Grifols SA ADR

171,300

7,545,765

Mediaset Espana Comunicacion, S.A. (a)

154,500

1,802,041

TOTAL SPAIN

28,311,956

Sweden - 2.0%

Eniro AB (a)

526,500

3,545,959

Investment AB Kinnevik (B Shares)

205,100

8,742,355

Nordea Bank AB

608,800

8,592,294

Svenska Cellulosa AB (SCA) (B Shares)

439,000

11,438,948

Swedbank AB (A Shares)

102,432

2,716,578

TOTAL SWEDEN

35,036,134

Switzerland - 7.6%

Compagnie Financiere Richemont SA Series A

184,902

19,401,366

Credit Suisse Group AG

324,618

9,231,967

Credit Suisse Group AG sponsored ADR (d)

61,252

1,737,719

Julius Baer Group Ltd.

55,980

2,307,881

Nestle SA

520,059

40,297,787

Sika AG (Bearer)

1,800

7,359,946

Swatch Group AG (Bearer)

29,240

17,656,766

Swiss Re Ltd.

46,826

4,166,183

Syngenta AG (Switzerland)

38,450

14,205,324

UBS AG

591,162

10,838,669

 

Shares

Value

UBS AG (NY Shares)

184,900

$ 3,387,368

Zurich Insurance Group AG

11,638

3,507,936

TOTAL SWITZERLAND

134,098,912

Taiwan - 0.5%

Addcn Technology Co. Ltd.

292,000

4,164,097

MediaTek, Inc.

323,000

5,460,373

TOTAL TAIWAN

9,624,470

Thailand - 0.2%

Thai Beverage PCL

7,953,000

3,954,495

United Kingdom - 18.5%

Al Noor Hospitals Group PLC

121,600

2,126,846

Anglo American PLC ADR

96,800

1,187,736

AstraZeneca PLC (United Kingdom)

226,455

16,847,724

Aviva PLC

329,400

2,873,943

Barclays PLC

2,571,808

9,368,524

Barclays PLC sponsored ADR

199,250

2,911,043

BG Group PLC

408,438

8,632,660

BHP Billiton PLC

415,946

13,521,993

BP PLC

881,993

7,766,765

Brammer PLC

1,085,200

8,482,813

Burberry Group PLC

391,000

9,923,604

Dechra Pharmaceuticals PLC

159,300

1,972,449

Diageo PLC

524,328

16,699,375

Dunelm Group PLC

464,300

6,634,935

Exova Group Ltd. PLC (a)

87,610

368,842

Foxtons Group PLC

435,300

2,237,152

GlaxoSmithKline PLC

447,200

11,906,788

Hays PLC

1,328,400

3,321,472

HSBC Holdings PLC:

(United Kingdom)

929,678

9,431,656

sponsored ADR

252,732

12,838,786

Informa PLC

395,290

3,240,432

ITV PLC

3,573,900

10,899,376

Johnson Matthey PLC

164,298

8,716,568

Lloyds Banking Group PLC (a)

11,728,444

14,907,713

M&C Saatchi PLC

691,900

3,057,984

Moneysupermarket.com Group PLC

1,165,300

3,755,256

Perform Group PLC (a)

726,600

2,872,493

Poundland Group PLC (a)

168,154

912,259

Prudential PLC

220,034

5,041,299

Reckitt Benckiser Group PLC

111,600

9,740,604

Rightmove PLC

89,900

3,298,648

Rio Tinto PLC

142,915

7,716,591

Rio Tinto PLC sponsored ADR (d)

34,900

1,894,372

Rolls-Royce Group PLC

322,708

5,903,900

Royal Bank of Scotland Group PLC (a)

255,480

1,435,854

Royal Dutch Shell PLC:

Class A (United Kingdom)

632,388

26,132,007

Class B (United Kingdom)

421,575

18,321,697

Royal Mail PLC

117,700

1,005,145

SABMiller PLC

351,000

20,351,764

Common Stocks - continued

Shares

Value

United Kingdom - continued

Standard Chartered PLC (United Kingdom)

271,168

$ 5,541,078

Sthree PLC

229,400

1,526,214

Taylor Wimpey PLC

1,623,100

3,166,662

Travis Perkins PLC

198,400

5,561,694

William Hill PLC

2,030,644

11,398,801

TOTAL UNITED KINGDOM

325,453,517

United States of America - 8.1%

BlackRock, Inc. Class A

17,000

5,433,200

Boston Beer Co., Inc. Class A (a)

15,000

3,352,800

Dunkin' Brands Group, Inc.

125,900

5,767,479

eBay, Inc. (a)

122,700

6,142,362

Facebook, Inc. Class A (a)

183,600

12,354,444

Gilead Sciences, Inc. (a)

73,000

6,052,430

Google, Inc.:

Class A (a)

15,200

8,886,984

Class C (a)

15,200

8,744,256

JD.com, Inc. sponsored ADR (d)

13,100

373,481

Lorillard, Inc.

89,900

5,481,203

MercadoLibre, Inc. (d)

49,400

4,712,760

Monsanto Co.

60,503

7,547,144

Monster Beverage Corp. (a)

88,400

6,279,052

Nimble Storage, Inc.

2,600

79,872

priceline.com, Inc. (a)

8,360

10,057,080

Sprouts Farmers Market LLC (d)

194,900

6,377,128

Tiffany & Co., Inc.

114,700

11,498,675

TripAdvisor, Inc. (a)

40,700

4,422,462

Trulia, Inc. (a)(d)

77,800

3,686,164

Visa, Inc. Class A

56,400

11,884,044

Yahoo!, Inc. (a)

133,000

4,672,290

Zillow, Inc. (a)(d)

57,800

8,261,354

TOTAL UNITED STATES OF AMERICA

142,066,664

TOTAL COMMON STOCKS

(Cost $1,366,229,709)


1,733,113,251

Nonconvertible Preferred Stocks - 1.4%

Shares

Value

Germany - 1.4%

Sartorius AG (non-vtg.)

39,500

$ 4,764,555

Volkswagen AG

75,447

19,814,777

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $11,922,010)


24,579,332

Money Market Funds - 3.6%

 

 

 

 

Fidelity Cash Central Fund, 0.11% (b)

10,434,547

10,434,547

Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)

53,642,810

53,642,810

TOTAL MONEY MARKET FUNDS

(Cost $64,077,357)


64,077,357

TOTAL INVESTMENT PORTFOLIO - 103.4%

(Cost $1,442,229,076)

1,821,769,940

NET OTHER ASSETS (LIABILITIES) - (3.4)%

(59,593,315)

NET ASSETS - 100%

$ 1,762,176,625

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $232,650 or 0.0% of net assets.

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

$ 13,910

Fidelity Securities Lending Cash Central Fund

499,695

Total

$ 513,605

Other Information

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

The following is a summary of the inputs used, as of June 30, 2014, 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 tables 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:

Consumer Discretionary

$ 460,271,634

$ 365,713,745

$ 94,557,889

$ -

Consumer Staples

223,446,163

123,700,322

99,745,841

-

Energy

93,098,341

13,306,851

79,791,490

-

Financials

319,108,509

138,445,650

180,662,859

-

Health Care

169,663,093

113,590,368

56,072,725

-

Industrials

111,407,219

80,713,621

30,693,598

-

Information Technology

259,553,171

205,678,915

53,874,256

-

Materials

90,621,551

44,332,292

46,289,259

-

Telecommunication Services

30,522,902

5,781,273

24,741,629

-

Money Market Funds

64,077,357

64,077,357

-

-

Total Investments in Securities:

$ 1,821,769,940

$ 1,155,340,394

$ 666,429,546

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended June 30, 2014. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers

Total

Level 1 to Level 2

$ 25,825,529

Level 2 to Level 1

$ 12,155,090

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

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

  

June 30, 2014 (Unaudited)

 

 

 

Assets

Investment in securities, at value (including securities loaned of $52,147,397) - See accompanying schedule:

Unaffiliated issuers (cost $1,378,151,719)

$ 1,757,692,583

 

Fidelity Central Funds (cost $64,077,357)

64,077,357

 

Total Investments (cost $1,442,229,076)

 

$ 1,821,769,940

Foreign currency held at value (cost $430,550)

431,670

Receivable for investments sold

Regular delivery

5,097,917

Delayed delivery

74,006

Receivable for fund shares sold

1,188,415

Dividends receivable

3,768,287

Distributions receivable from Fidelity Central Funds

37,671

Other receivables

270,857

Total assets

1,832,638,763

 

 

 

Liabilities

Payable to custodian bank

$ 47,362

Payable for investments purchased

13,757,749

Payable for fund shares redeemed

939,189

Accrued management fee

1,028,014

Distribution and service plan fees payable

95,480

Other affiliated payables

183,569

Other payables and accrued expenses

767,965

Collateral on securities loaned, at value

53,642,810

Total liabilities

70,462,138

 

 

 

Net Assets

$ 1,762,176,625

Net Assets consist of:

 

Paid in capital

$ 1,589,220,253

Undistributed net investment income

21,931,616

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(228,519,740)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

379,544,496

Net Assets

$ 1,762,176,625

Statement of Assets and Liabilities - continued

  

June 30, 2014 (Unaudited)

 

 

 

Initial Class:
Net Asset Value
, offering price and redemption price per share ($799,512,809 ÷ 39,055,285 shares)

$ 20.47

 

 

 

Service Class:
Net Asset Value
, offering price and redemption price per share ($114,937,059 ÷ 5,639,824 shares)

$ 20.38

 

 

 

Service Class 2:
Net Asset Value
, offering price and redemption price per share ($299,186,359 ÷ 14,757,646 shares)

$ 20.27

 

 

 

Initial Class R:
Net Asset Value
, offering price and redemption price per share ($98,704,702 ÷ 4,833,748 shares)

$ 20.42

 

 

 

Service Class R:
Net Asset Value
, offering price and redemption price per share ($51,715,232 ÷ 2,542,252 shares)

$ 20.34

 

 

 

Service Class 2R:
Net Asset Value
, offering price and redemption price per share ($92,365,437 ÷ 4,602,357 shares)

$ 20.07

 

 

 

Investor Class R:
Net Asset Value
, offering price and redemption price per share ($305,755,027 ÷ 14,986,428 shares)

$ 20.40

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

Semiannual Report

Statement of Operations

Six months ended June 30, 2014 (Unaudited)

 

  

  

Investment Income

  

  

Dividends

 

$ 25,178,482

Special dividends

 

6,439,828

Income from Fidelity Central Funds

 

513,605

Income before foreign taxes withheld

 

32,131,915

Less foreign taxes withheld

 

(2,273,089)

Total income

 

29,858,826

 

 

 

Expenses

Management fee

$ 6,132,519

Transfer agent fees

706,618

Distribution and service plan fees

574,384

Accounting and security lending fees

395,079

Custodian fees and expenses

90,223

Independent trustees' compensation

3,564

Appreciation in deferred trustee compensation account

9

Audit

38,897

Legal

4,326

Miscellaneous

7,519

Total expenses before reductions

7,953,138

Expense reductions

(12,251)

7,940,887

Net investment income (loss)

21,917,939

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

85,997,781

Foreign currency transactions

(79,593)

Total net realized gain (loss)

 

85,918,188

Change in net unrealized appreciation (depreciation) on:

Investment securities

(124,141,310)

Assets and liabilities in foreign currencies

31

Total change in net unrealized appreciation (depreciation)

 

(124,141,279)

Net gain (loss)

(38,223,091)

Net increase (decrease) in net assets resulting from operations

$ (16,305,152)

Statement of Changes in Net Assets

  

Six months ended
June 30, 2014
(Unaudited)

Year ended
December 31,
2013

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income (loss)

$ 21,917,939

$ 20,795,086

Net realized gain (loss)

85,918,188

93,790,660

Change in net unrealized appreciation (depreciation)

(124,141,279)

309,754,327

Net increase (decrease) in net assets resulting from operations

(16,305,152)

424,340,073

Distributions to shareholders from net investment income

-

(20,735,911)

Distributions to shareholders from net realized gain

(437,196)

(6,041,894)

Total distributions

(437,196)

(26,777,805)

Share transactions - net increase (decrease)

(29,136,090)

(86,109,747)

Redemption fees

16,712

19,250

Total increase (decrease) in net assets

(45,861,726)

311,471,771

 

 

 

Net Assets

Beginning of period

1,808,038,351

1,496,566,580

End of period (including undistributed net investment income of $21,931,616 and undistributed net investment income of $13,677, respectively)

$ 1,762,176,625

$ 1,808,038,351

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

Semiannual Report

Financial Highlights - Initial Class

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.64

$ 16.09

$ 13.63

$ 16.77

$ 15.05

$ 12.17

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .26 H

.25

.29

.26

.21

.28

Net realized and unrealized gain (loss)

  (.42)

4.63

2.53

(3.14)

1.76

2.93

Total from investment operations

  (.16)

4.88

2.82

(2.88)

1.97

3.21

Distributions from net investment income

  -

(.26)

(.30) I

(.23)

(.22)

(.29)

Distributions from net realized gain

  (.01)

(.07)

(.06) I

(.03)

(.03)

(.04)

Total distributions

  (.01)

(.33)

(.36)

(.26)

(.25)

(.33)

Redemption fees added to paid in capital E, K

  -

-

-

-

-

-

Net asset value, end of period

$ 20.47

$ 20.64

$ 16.09

$ 13.63

$ 16.77

$ 15.05

Total Return B, C, D

  (.80)%

30.44%

20.74%

(17.16)%

13.11%

26.53%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .83% A

.84%

.85%

.85%

.86%

.88%

Expenses net of fee waivers, if any

  .83% A

.84%

.85%

.85%

.85%

.88%

Expenses net of all reductions

  .83% A

.83%

.83%

.83%

.83%

.84%

Net investment income (loss)

  2.58% A, H

1.41%

1.94%

1.59%

1.41%

2.17%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 799,513

$ 829,382

$ 659,258

$ 598,862

$ 779,501

$ 758,018

Portfolio turnover rate G

  41% A

34%

41%

45%

50%

78%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.83%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

Financial Highlights - Service Class

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.56

$ 16.02

$ 13.58

$ 16.70

$ 14.99

$ 12.12

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .25 H

.24

.28

.24

.19

.26

Net realized and unrealized gain (loss)

  (.42)

4.61

2.50

(3.12)

1.75

2.93

Total from investment operations

  (.17)

4.85

2.78

(2.88)

1.94

3.19

Distributions from net investment income

  -

(.24)

(.29) I

(.21)

(.20)

(.28)

Distributions from net realized gain

  (.01)

(.07)

(.06) I

(.03)

(.03)

(.04)

Total distributions

  (.01)

(.31)

(.34) L

(.24)

(.23)

(.32)

Redemption fees added to paid in capital E, K

  -

-

-

-

-

-

Net asset value, end of period

$ 20.38

$ 20.56

$ 16.02

$ 13.58

$ 16.70

$ 14.99

Total Return B, C, D

  (.85)%

30.38%

20.54%

(17.23)%

12.99%

26.44%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .93% A

.94%

.95%

.95%

.96%

.98%

Expenses net of fee waivers, if any

  .93% A

.94%

.95%

.95%

.95%

.98%

Expenses net of all reductions

  .93% A

.93%

.93%

.93%

.93%

.94%

Net investment income (loss)

  2.48% A, H

1.31%

1.84%

1.49%

1.31%

2.07%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 114,937

$ 118,920

$ 110,468

$ 108,921

$ 162,394

$ 171,252

Portfolio turnover rate G

  41% A

34%

41%

45%

50%

78%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.73%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share. L Total distributions of $.34 per share is comprised of distributions from net investment income of $.286 and distributions from net realized gain of $.059 per share.

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

Semiannual Report

Financial Highlights - Service Class 2

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.47

$ 15.95

$ 13.52

$ 16.62

$ 14.92

$ 12.07

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .23 H

.21

.25

.21

.17

.24

Net realized and unrealized gain (loss)

  (.42)

4.59

2.50

(3.09)

1.74

2.91

Total from investment operations

  (.19)

4.80

2.75

(2.88)

1.91

3.15

Distributions from net investment income

  -

(.21)

(.26) I

(.19)

(.18)

(.26)

Distributions from net realized gain

  (.01)

(.07)

(.06) I

(.03)

(.03)

(.04)

Total distributions

  (.01)

(.28)

(.32)

(.22)

(.21)

(.30)

Redemption fees added to paid in capital E, K

  -

-

-

-

-

-

Net asset value, end of period

$ 20.27

$ 20.47

$ 15.95

$ 13.52

$ 16.62

$ 14.92

Total Return B, C, D

  (.95)%

30.17%

20.38%

(17.34)%

12.83%

26.22%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  1.08% A

1.09%

1.10%

1.10%

1.11%

1.12%

Expenses net of fee waivers, if any

  1.08% A

1.09%

1.10%

1.10%

1.10%

1.12%

Expenses net of all reductions

  1.08% A

1.08%

1.08%

1.08%

1.08%

1.09%

Net investment income (loss)

  2.33% A, H

1.16%

1.69%

1.34%

1.16%

1.93%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 299,186

$ 316,863

$ 349,364

$ 342,206

$ 461,033

$ 457,971

Portfolio turnover rate G

  41% A

34%

41%

45%

50%

78%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.58%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

Financial Highlights - Initial Class R

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.59

$ 16.05

$ 13.60

$ 16.73

$ 15.02

$ 12.14

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .26 H

.25

.29

.26

.21

.28

Net realized and unrealized gain (loss)

  (.42)

4.62

2.52

(3.13)

1.75

2.93

Total from investment operations

  (.16)

4.87

2.81

(2.87)

1.96

3.21

Distributions from net investment income

  -

(.26)

(.30) I

(.23)

(.22)

(.29)

Distributions from net realized gain

  (.01)

(.07)

(.06) I

(.03)

(.03)

(.04)

Total distributions

  (.01)

(.33)

(.36)

(.26)

(.25)

(.33)

Redemption fees added to paid in capital E, K

  -

-

-

-

-

-

Net asset value, end of period

$ 20.42

$ 20.59

$ 16.05

$ 13.60

$ 16.73

$ 15.02

Total Return B, C, D

  (.80)%

30.45%

20.71%

(17.14)%

13.07%

26.60%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .83% A

.84%

.85%

.85%

.86%

.88%

Expenses net of fee waivers, if any

  .83% A

.84%

.85%

.85%

.85%

.88%

Expenses net of all reductions

  .83% A

.83%

.83%

.83%

.83%

.84%

Net investment income (loss)

  2.58% A, H

1.41%

1.94%

1.59%

1.41%

2.17%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 98,705

$ 104,016

$ 88,587

$ 85,922

$ 122,655

$ 128,689

Portfolio turnover rate G

  41% A

34%

41%

45%

50%

78%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.84%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Service Class R

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.52

$ 16.00

$ 13.56

$ 16.68

$ 14.97

$ 12.10

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .25 H

.24

.28

.24

.19

.27

Net realized and unrealized gain (loss)

  (.42)

4.59

2.51

(3.12)

1.75

2.92

Total from investment operations

  (.17)

4.83

2.79

(2.88)

1.94

3.19

Distributions from net investment income

  -

(.24)

(.29) I

(.21)

(.20)

(.28)

Distributions from net realized gain

  (.01)

(.07)

(.06) I

(.03)

(.03)

(.04)

Total distributions

  (.01)

(.31)

(.35)

(.24)

(.23)

(.32)

Redemption fees added to paid in capital E, K

  -

-

-

-

-

-

Net asset value, end of period

$ 20.34

$ 20.52

$ 16.00

$ 13.56

$ 16.68

$ 14.97

Total Return B, C, D

  (.85)%

30.30%

20.58%

(17.24)%

13.01%

26.49%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .93% A

.94%

.94%

.95%

.96%

.97%

Expenses net of fee waivers, if any

  .93% A

.93%

.94%

.94%

.95%

.97%

Expenses net of all reductions

  .93% A

.92%

.93%

.93%

.93%

.94%

Net investment income (loss)

  2.49% A, H

1.31%

1.84%

1.49%

1.31%

2.08%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 51,715

$ 54,146

$ 45,774

$ 43,414

$ 60,617

$ 66,014

Portfolio turnover rate G

  41% A

34%

41%

45%

50%

78%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.74%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

Financial Highlights - Service Class 2R

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.26

$ 15.80

$ 13.40

$ 16.48

$ 14.80

$ 11.98

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .23 H

.21

.25

.21

.17

.25

Net realized and unrealized gain (loss)

  (.41)

4.54

2.47

(3.07)

1.73

2.87

Total from investment operations

  (.18)

4.75

2.72

(2.86)

1.90

3.12

Distributions from net investment income

  -

(.22)

(.26) I

(.19)

(.19)

(.26)

Distributions from net realized gain

  (.01)

(.07)

(.06) I

(.03)

(.03)

(.04)

Total distributions

  (.01)

(.29)

(.32)

(.22)

(.22)

(.30)

Redemption fees added to paid in capital E, K

  -

-

-

-

-

-

Net asset value, end of period

$ 20.07

$ 20.26

$ 15.80

$ 13.40

$ 16.48

$ 14.80

Total Return B, C, D

  (.91)%

30.15%

20.36%

(17.33)%

12.82%

26.20%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  1.08% A

1.09%

1.09%

1.10%

1.11%

1.12%

Expenses net of fee waivers, if any

  1.08% A

1.08%

1.09%

1.09%

1.10%

1.12%

Expenses net of all reductions

  1.08% A

1.07%

1.08%

1.08%

1.08%

1.09%

Net investment income (loss)

  2.34% A, H

1.16%

1.69%

1.34%

1.16%

1.93%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 92,365

$ 90,537

$ 67,674

$ 58,968

$ 69,393

$ 64,200

Portfolio turnover rate G

  41% A

34%

41%

45%

50%

78%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.59%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

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

Semiannual Report

Financial Highlights - Investor Class R

 

Six months ended
June 30, 2014

Years ended December 31,

 

(Unaudited)

2013

2012

2011

2010

2009

Selected Per-Share Data

 

 

 

 

 

 

Net asset value, beginning of period

$ 20.58

$ 16.04

$ 13.60

$ 16.73

$ 15.01

$ 12.14

Income from Investment Operations

 

 

 

 

 

 

Net investment income (loss) E

  .25 H

.24

.28

.24

.20

.27

Net realized and unrealized gain (loss)

  (.42)

4.62

2.51

(3.12)

1.76

2.92

Total from investment operations

  (.17)

4.86

2.79

(2.88)

1.96

3.19

Distributions from net investment income

  -

(.25)

(.29) I

(.22)

(.21)

(.28)

Distributions from net realized gain

  (.01)

(.07)

(.06) I

(.03)

(.03)

(.04)

Total distributions

  (.01)

(.32)

(.35)

(.25)

(.24)

(.32)

Redemption fees added to paid in capital E, K

  -

-

-

-

-

-

Net asset value, end of period

$ 20.40

$ 20.58

$ 16.04

$ 13.60

$ 16.73

$ 15.01

Total Return B, C, D

  (.85)%

30.40%

20.54%

(17.22)%

13.07%

26.42%

Ratios to Average Net Assets F, J

 

 

 

 

 

 

Expenses before reductions

  .91% A

.92%

.93%

.93%

.95%

.97%

Expenses net of fee waivers, if any

  .91% A

.92%

.93%

.93%

.94%

.97%

Expenses net of all reductions

  .91% A

.91%

.92%

.91%

.92%

.94%

Net investment income (loss)

  2.50% A, H

1.33%

1.85%

1.51%

1.32%

2.08%

Supplemental Data

 

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 305,755

$ 294,173

$ 175,442

$ 152,810

$ 177,984

$ 148,806

Portfolio turnover rate G

  41% A

34%

41%

45%

50%

78%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown. D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. E Calculated based on average shares outstanding during the period. F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H Investment income per share reflects a large, non-recurring dividend which amounted to $.07 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 1.76%. I The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown. J Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. K Amount represents less than $.01 per share.

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

Semiannual Report


Notes to Financial Statements

For the period ended June 30, 2014 (Unaudited)

1. Organization.

VIP Overseas Portfolio (the Fund) is a fund of Variable Insurance Products Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares, Service Class shares, Service Class 2 shares, Initial Class R shares, Service Class R shares, Service Class 2R shares, and Investor Class R shares. All classes have equal rights and voting privileges, except for matters affecting a single class. The Fund's investments in emerging markets can be subject to social, economic, regulatory, and political uncertainties and can be extremely volatile.

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when 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.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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 June 30, 2014, including information on transfers between Levels 1 and 2, is included at the end of Fund's Schedule of Investments.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences resulted in distribution reclassifications for the period ended December 31, 2012.

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), deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation

$ 451,469,915

Gross unrealized depreciation

(93,633,181)

Net unrealized appreciation (depreciation) on securities and other investments

$ 357,836,734

 

 

Tax cost

$ 1,463,933,206

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

Fiscal year of expiration

 

2016

$ (12,503,833)

2017

(280,447,470)

Total capital loss carryforward

$ (292,951,303)

Trading (Redemption) Fees. Initial Class R shares, Service Class R shares, Service Class 2R shares and Investor Class R shares held by investors less than 60 days may be subject to a redemption fee equal to 1% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

4. Purchases and Sales of Investments.

Purchases and sales of, other than short-term securities, aggregated $377,863,411 and $354,112,786, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .70% of the Fund's average net assets.

In July 2014, the Board of Trustees approved an amendment to the management contract reducing the individual fund fee rate from .45% to .424%. The new individual fund fee rate will be effective August 1, 2014.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate 12b-1 Plans for each Service Class of shares. Each Service Class pays Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, a service fee. For the period, the service fee is based on an annual rate of .10% of Service Class' and Service Class R's average net assets and .25% of Service Class 2's and Service Class 2R's average net assets.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan Fees - continued

For the period, total fees, all of which were re-allowed to insurance companies for the distribution of shares and providing shareholder support services were as follows:

Service Class

$ 57,385

Service Class 2

378,894

Service Class R

25,993

Service Class 2 R

112,112

 

$ 574,384

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class R) pays a fee for transfer agent services, typesetting, printing and mailing of shareholder reports, excluding mailing of proxy statements and out of pocket expenses, equal to an annual rate of .07% (.15% for Investor Class R) of average net assets. For the period, transfer agent fees for each class, including out of pocket expenses, were as follows:

Initial Class

$ 268,692

Service Class

38,681

Service Class 2

101,851

Initial Class R

33,377

Service Class R

16,834

Service Class 2R

29,063

Investor Class R

218,120

 

$ 706,618

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

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $1,521 for the period.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviseror an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,603 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $6,511,053. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $499,695, including $3,908 from securities loaned to FCM.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $12,245 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $6.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30, 2014

Year ended
December 31, 2013

From net investment income

 

 

Initial Class

$ -

$ 9,994,667

Service Class

-

1,357,229

Service Class 2

-

3,168,706

Initial Class R

-

1,290,936

Service Class R

-

628,888

Service Class 2R

-

959,606

Investor Class R

-

3,335,879

Total

$ -

$ 20,735,911

From net realized gain

 

 

Initial Class

$ 197,461

$ 2,739,851

Service Class

28,825

403,194

Service Class 2

77,133

1,092,127

Initial Class R

25,187

353,886

Service Class R

13,104

185,274

Service Class 2R

22,313

312,532

Investor Class R

73,173

955,030

Total

$ 437,196

$ 6,041,894

10. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
June 30,
2014

Year ended
December 31,
2013

Six months ended
June 30,
2014

Year ended
December 31,
2013

Initial Class

 

 

 

 

Shares sold

1,943,977

5,801,817

$ 39,196,145

$ 107,662,358

Reinvestment of distributions

9,761

649,058

197,461

12,734,518

Shares redeemed

(3,072,895)

(7,255,257)

(61,773,250)

(129,071,396)

Net increase (decrease)

(1,119,157)

(804,382)

$ (22,379,644)

$ (8,674,520)

Service Class

 

 

 

 

Shares sold

255,695

428,272

$ 5,137,279

$ 7,746,361

Reinvestment of distributions

1,431

90,093

28,825

1,760,423

Shares redeemed

(400,728)

(1,628,602)

(8,081,148)

(28,843,970)

Net increase (decrease)

(143,602)

(1,110,237)

$ (2,915,044)

$ (19,337,186)

Service Class 2

 

 

 

 

Shares sold

652,145

1,340,055

$ 13,054,385

$ 23,878,028

Reinvestment of distributions

3,847

218,953

77,133

4,260,833

Shares redeemed

(1,377,420)

(7,981,874)

(27,384,896)

(142,365,692)

Net increase (decrease)

(721,428)

(6,422,866)

$ (14,253,378)

$ (114,226,831)

Initial Class R

 

 

 

 

Shares sold

159,238

435,761

$ 3,206,373

$ 8,137,230

Reinvestment of distributions

1,248

84,048

25,187

1,644,822

Shares redeemed

(377,859)

(988,816)

(7,571,228)

(17,709,460)

Net increase (decrease)

(217,373)

(469,007)

$ (4,339,668)

$ (7,927,408)

Semiannual Report

10. Share Transactions - continued

 

Shares

Dollars

Six months ended
June 30,
2014

Year ended
December 31,
2013

Six months ended
June 30,
2014

Year ended
December 31,
2013

Service Class R

 

 

 

 

Shares sold

122,764

215,668

$ 2,457,608

$ 3,976,622

Reinvestment of distributions

652

41,731

13,104

814,162

Shares redeemed

(219,300)

(480,725)

(4,374,971)

(8,684,273)

Net increase (decrease)

(95,884)

(223,326)

$ (1,904,259)

$ (3,893,489)

Service Class 2R

 

 

 

 

Shares sold

373,173

635,014

$ 7,378,612

$ 11,565,664

Reinvestment of distributions

1,124

66,051

22,313

1,272,138

Shares redeemed

(239,801)

(515,803)

(4,751,014)

(9,082,206)

Net increase (decrease)

134,496

185,262

$ 2,649,911

$ 3,755,596

Investor Class R

 

 

 

 

Shares sold

1,341,521

4,240,579

$ 26,947,608

$ 79,414,168

Reinvestment of distributions

3,628

219,372

73,173

4,290,909

Shares redeemed

(650,791)

(1,102,402)

(13,014,789)

(19,510,986)

Net increase (decrease)

694,358

3,357,549

$ 14,005,992

$ 64,194,091

11. Other.

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

At the end of the period, the investment adviser or its affiliates were the owners of record of 19% of the total outstanding shares of the Fund and one otherwise unaffiliated shareholder was the owner of record of 18% of the total outstanding shares of the Fund.

Semiannual Report


Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Japan) Inc.

Fidelity Management & Research (Hong Kong) Limited

FIL Investment Advisors

FIL Investment Advisors (UK) Limited

FIL Investments (Japan) Limited

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

JPMorgan Chase Bank
New York, NY

VIPOVRSR-SANN-0814
1.774855.112

Fidelity® Variable Insurance Products:

Floating Rate High Income Portfolio

Semiannual Report

June 30, 2014

(Fidelity Cover Art)


Contents

Shareholder Expense Example

(Click Here)

An example of shareholder expenses.

Investment Summary

(Click Here)

A summary of the fund's holdings.

Investments

(Click Here)

A complete list of the fund's investments with their market values.

Financial Statements

(Click Here)

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

(Click Here)

Notes to the financial statements.

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

 

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

Fidelity Variable Insurance Products are separate account options which are purchased through a variable insurance contract.

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. © 2014 FMR LLC. All rights reserved.

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report


Shareholder Expense Example

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

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the period (April 9, 2014 to June 30, 2014). The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (January 1, 2014 to June 30, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. The estimate of expenses does not include any fees or other expenses of any variable annuity or variable life insurance product. If they were, the estimate of expenses you paid during the period would be higher, and your ending account value would be lower. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

 

Annualized
Expense Ratio
B

Beginning
Account Value

Ending
Account Value
June 30, 2014

Expenses Paid
During Period 

Initial Class

.77%

 

 

 

Actual

 

$ 1,000.00

$ 1,005.00

$ 1.76C

HypotheticalA

 

$ 1,000.00

$ 1,020.98

$ 3.86D

Investor Class

.80%

 

 

 

Actual

 

$ 1,000.00

$ 1,005.00

$ 1.82C

HypotheticalA

 

$ 1,000.00

$ 1,020.83

$ 4.01D

A 5% return per year before expenses

B Annualized expense ratio reflects expenses net of applicable fee waivers.

C Actual expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 83/365 (to reflect the period April 9, 2014 to June 30, 2014).

D Hypothetical expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report


Investment Summary (Unaudited)

Top Five Holdings as of June 30, 2014

(by issuer, excluding cash equivalents)

% of fund's
net assets

DaVita HealthCare Partners, Inc.

2.2

The ServiceMaster Co.

2.2

Berry Plastics Corp.

2.1

Laureate Education, Inc.

2.1

Landmark Worldwide

1.8

 

10.4

Top Five Market Sectors as of June 30, 2014

 

% of fund's
net assets

Containers

8.7

Healthcare

8.1

Technology

7.4

Services

6.1

Cable TV

6.0

Quality Diversification (% of fund's net assets)

As of June 30, 2014

vip1425877

BBB 1.4%

 

vip1426090

BB 21.1%

 

vip1426092

B 53.5%

 

vip1426094

CCC,CC,C 4.3%

 

vip1425930

Not Rated 8.4%

 

vip1425882

Short-Term
Investments and
Net Other Assets 11.3%

 

vip1426098

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

Asset Allocation (% of fund's net assets)

As of June 30, 2014*

vip1425877

Bank Loan
Obligations 87.0%

 

vip1425910

Nonconvertible
Bonds 1.7%

 

vip1425882

Short-Term
Investments and
Net Other Assets (Liabilities) 11.3%

 

* Foreign investments

11.0%

 

vip1426103

Semiannual Report


Investments June 30, 2014 (Unaudited)

Showing Percentage of Net Assets

Bank Loan Obligations (e) - 87.0%

 

Principal Amount

Value

Aerospace - 1.4%

TransDigm, Inc.:

Tranche C, term loan 3.75% 2/28/20 (d)

$ 498,734

$ 495,617

Tranche D, term loan 3.75% 6/4/21 (d)

465,000

463,256

 

958,873

Air Transportation - 1.8%

Landmark Worldwide Tranche 1LN, term loan 10/25/19 (f)

1,250,000

1,251,563

Automotive - 0.9%

Federal-Mogul Corp. Tranche C, term loan 4.75% 4/15/21 (d)

500,000

495,313

INA Beteiligungsgesellschaft MBH Tranche E, term loan 5/15/20 (f)

125,000

125,469

 

620,782

Broadcasting - 0.7%

Clear Channel Communications, Inc. Tranche D, term loan 6.8995% 1/30/19 (d)

500,000

497,500

Building Materials - 0.7%

Interline Brands, Inc. Tranche B, term loan 4% 3/17/21 (d)

498,750

498,750

Cable TV - 6.0%

Charter Communications Operating LLC Tranche E, term loan 3% 7/1/20 (d)

498,741

492,195

Liberty Cablevision of Puerto Rico:

Tranche 1LN, term loan 6/30/21 (f)

60,000

60,000

Tranche 2LN, term loan 6/30/23 (f)

240,000

240,600

Mediacom Broadband LLC term loan 3.75% 6/30/21 (d)

1,000,000

1,001,250

Numericable LLC:

Tranche B 1LN, term loan 4.5% 5/8/20 (d)

592,450

596,153

Tranche B 2LN, term loan 4.5% 5/8/20 (d)

512,550

515,753

Virgin Media Finance PLC Tranche B, term loan 3.5% 6/7/20 (d)

1,250,000

1,242,188

Zayo Group LLC Tranche B, term loan 4% 7/2/19 (d)

19,949

19,974

 

4,168,113

Capital Goods - 1.6%

Doosan Infracore, Inc. Tranche B, term loan 4.5% 5/28/21 (d)

80,000

80,500

Husky Injection Molding Systems Ltd. Tranche 1LN, term loan 6/30/21 (f)

1,000,000

1,003,750

Utex Industries, Inc. Tranche B 1LN, term loan 5% 5/22/21 (d)

35,000

35,396

 

1,119,646

 

 

Principal Amount

Value

Chemicals - 0.1%

Arizona Chem U.S., Inc.:

Tranche 2LN, term loan 6/12/22 (f)

$ 20,000

$ 20,375

Tranche B 1LN, term loan 6/12/21 (f)

70,000

70,525

 

90,900

Containers - 7.3%

Anchor Glass Container Corp. Tranche B, term loan 5/16/21 (f)

120,000

120,300

Ardagh Holdings U.S.A., Inc. Tranche B, term loan 4% 12/17/19 (d)

500,000

500,000

Berry Plastics Corp. Tranche E, term loan 3.75% 1/6/21 (d)

1,496,250

1,490,639

Consolidated Container Co. Tranche 2LN, term loan 9.75% 1/3/20 (d)

1,000,000

985,000

Reynolds Consumer Products Holdings, Inc. Tranche B, term loan 4% 12/1/18 (d)

748,120

749,991

Signode Packaging Systems, Inc. Tranche B, term loan 4% 5/1/21 (d)

500,000

497,500

U.S. Devices Prescription Co.:

Tranche 2LN, term loan 8% 5/2/22 (d)

250,000

250,625

Tranche B 1LN, term loan 4.25% 5/2/21 (d)

500,000

500,000

 

5,094,055

Diversified Financial Services - 1.6%

Moxie Patriot LLC Tranche B, term loan 6.75% 12/19/20 (d)

500,000

514,375

TransUnion LLC Tranche B, term loan 4% 4/9/21 (d)

498,750

498,750

Vantiv LLC Tranche B, term loan 3.75% 6/13/21 (d)

110,000

110,413

 

1,123,538

Diversified Media - 1.1%

Checkout Holding Corp.:

Tranche 2LN, term loan 7.75% 4/9/22 (d)

250,000

250,000

Tranche B 1LN, term loan 4.5% 4/9/21 (d)

500,000

500,000

 

750,000

Electric Utilities - 5.5%

Alfred Fueling Systems, Inc. Tranche B 1LN, term loan 4.75% 6/20/21 (d)

1,000,000

1,001,250

Bayonne Energy Center, LLC Tranche B, term loan 6/30/21 (f)

240,000

241,800

Calpine Construction Finance Co. LP Tranche B 1LN, term loan 3% 5/3/20 (d)

498,741

489,389

Bank Loan Obligations (e) - continued

 

Principal Amount

Value

Electric Utilities - continued

Energy Future Holdings Corp. Tranche 1LN, term loan 4.25% 6/19/16 (d)

$ 115,000

$ 115,000

Essential Power LLC Tranche B, term loan 4.75% 8/8/19 (d)

1,000,000

1,007,500

Topaz Power Holdings, LLC Tranche B, term loan 6.25% 2/26/20 (d)

491,279

491,279

USIC Holdings, Inc. Tranche B, term loan 4% 7/10/20 (d)

498,741

495,000

 

3,841,218

Energy - 4.1%

Empire Generating Co. LLC:

Tranche B, term loan 5.25% 3/14/21 (d)

699,334

707,202

Tranche C, term loan 5.25% 3/14/21 (d)

48,913

49,463

Fieldwood Energy, LLC Tranche 2LN, term loan 8.375% 9/30/20 (d)

500,000

516,250

Floatel International Ltd. Tranche B, term loan 7.25% 6/27/20 (d)

159,600

160,997

Panda Sherman Power, LLC term loan 9% 9/14/18 (d)

500,000

508,750

Seadrill Operating LP Tranche B, term loan 4% 2/21/21 (d)

154,612

154,032

Vantage Drilling Co. Tranche B, term loan 5.75% 3/28/19 (d)

748,106

744,366

 

2,841,060

Environmental - 2.9%

ADS Waste Holdings, Inc. Tranche B 2LN, term loan 3.75% 10/9/19 (d)

498,734

496,864

Tervita Corp. Tranche B 1LN, term loan 6.25% 5/15/18 (d)

500,000

501,875

The Brickman Group, Ltd. Tranche B 1LN, term loan 4% 12/18/20 (d)

1,000,000

990,000

 

1,988,739

Food & Drug Retail - 3.2%

Ferrara Candy Co., Inc. Tranche B, term loan 7.5% 6/18/18 (d)

498,728

490,000

Performance Food Group, Inc. Tranche 2LN, term loan 6.25% 11/14/19 (d)

1,000,000

1,011,250

PRA Holdings, Inc. Tranche B, term loan 4.5% 9/23/20 (d)

498,744

496,250

Stater Bros. Markets Tranche B, term loan 4.75% 5/12/21 (d)

250,000

251,250

 

2,248,750

Food/Beverage/Tobacco - 1.4%

H.J. Heinz Co. Tranche B 2LN, term loan 3.5% 6/7/20 (d)

498,741

501,234

Post Holdings, Inc. Tranche B, term loan 3.75% 6/2/21 (d)

50,000

50,375

 

 

Principal Amount

Value

Shearer's Foods, Inc.:

Tranche 2LN, term loan 7.75% 6/30/22 (d)

$ 255,000

$ 256,275

Tranche B 1LN, term loan 4.5% 6/30/21 (d)

135,000

135,675

 

943,559

Gaming - 4.5%

Caesars Entertainment Resort Properties LLC Tranche B 1LN, term loan 7% 10/11/20 (d)

793,008

798,955

Caesars Growth Properties Holdings, LLC Tranche 1LN, term loan 6.25% 5/8/21 (d)

825,000

822,938

Mohegan Tribal Gaming Authority Tranche B, term loan 5.5% 11/19/19 (d)

498,747

506,438

Scientific Games Corp. Tranche B, term loan 4.25% 10/18/20 (d)

498,747

493,759

Station Casinos LLC Tranche B, term loan 4.25% 3/1/20 (d)

482,989

484,196

 

3,106,286

Healthcare - 8.1%

Community Health Systems, Inc. Tranche D, term loan 4.25% 1/27/21 (d)

498,747

501,241

DaVita HealthCare Partners, Inc. Tranche B, term loan 6/24/21 (f)

1,500,000

1,503,742

Dialysis Newco, Inc.:

Tranche 2LN, term loan 7.75% 10/22/21 (d)

115,000

115,575

Tranche B 1LN, term loan 4.75% 4/23/21 (d)

90,000

90,113

Drumm Investors LLC Tranche B, term loan 6.75% 5/4/18 (d)

453,892

455,027

ESH Hospitality, Inc. Tranche B, term loan 6/24/19 (f)

40,000

40,450

HCA Holdings, Inc. Tranche B 4LN, term loan 2.9841% 5/1/18 (d)

557,066

557,066

MPH Acquisition Holdings LLC Tranche B, term loan 4% 3/31/21 (d)

486,364

484,540

Patheon, Inc. Tranche B, term loan 4.25% 3/11/21 (d)

500,000

496,250

Pharmedium Healthcare Corp. Tranche B 1LN, term loan 4.25% 1/28/21 (d)

486,250

488,073

Polymer Group, Inc.:

term loan 12/19/19 (g)

15,181

15,219

Tranche B, term loan 5.25% 12/19/19 (d)

44,707

45,098

Skilled Healthcare Group, Inc. term loan 6.75% 4/9/16 (d)

100,000

99,500

U.S. Renal Care, Inc. Tranche B 2LN, term loan 4.25% 7/3/19 (d)

748,116

749,986

 

5,641,880

Bank Loan Obligations (e) - continued

 

Principal Amount

Value

Homebuilders/Real Estate - 1.4%

Realogy Group LLC Tranche B, term loan 3.75% 3/5/20 (d)

$ 1,000,000

$ 1,000,000

Hotels - 1.4%

Hilton Worldwide Finance, LLC Tranche B, term loan 3.5% 10/25/20 (d)

478,448

478,448

La Quinta Intermediate Holdings LLC Tranche B LN, Tranche B, term loan 4% 4/14/21 (d)

480,952

480,952

Ryman Hospitality Properties, Inc. Tranche B, term loan 3.75% 1/15/21 (d)

35,000

35,219

 

994,619

Insurance - 0.7%

HUB International Ltd. Tranche B 1LN, term loan 4.25% 10/2/20 (d)

498,750

499,373

Leisure - 0.2%

24 Hour Fitness Worldwide, Inc. Tranche B, term loan 4.75% 5/30/21 (d)

85,000

85,744

Equinox Holdings, Inc. Tranche B 1LN, term loan 4.25% 2/1/20 (d)

15,000

15,075

 

100,819

Metals/Mining - 2.9%

American Rock Salt Co. LLC Tranche B 1LN, term loan 4.75% 5/20/21 (d)

455,000

453,294

Ameriforge Group, Inc. Tranche B 1LN, term loan 5% 1/25/20 (d)

498,750

502,491

Doncasters Group, LLC Tranche B 1LN, term loan 4.5% 4/9/20 (d)

59,849

59,699

Fortescue Metals Group Ltd. Tranche B, term loan 3.75% 6/30/19 (d)

498,744

497,497

Walter Energy, Inc. Tranche B, term loan 7.25% 4/1/18 (d)

500,000

482,500

 

1,995,481

Paper - 0.4%

Otter Products, LLC Tranche B, term loan 5.75% 6/3/20 (d)

250,000

247,500

Publishing/Printing - 2.5%

Getty Images, Inc. Tranche B, term loan 4.75% 10/18/19 (d)

748,101

721,918

Harland Clarke Holdings Corp. Tranche B 4LN, term loan 6% 8/4/19 (d)

496,855

505,550

Springer Science+Business Media Deutschland GmbH Tranche B 2LN, term loan 5% 8/14/20 (d)

498,744

499,679

 

1,727,147

 

 

Principal Amount

Value

Restaurants - 1.1%

CEC Entertainment, Inc. Tranche B, term loan 4.25% 2/14/21 (d)

$ 498,750

$ 496,880

TGI Friday's, Inc. Tranche B 1LN, term loan 6/30/20 (f)

240,000

240,300

 

737,180

Services - 6.1%

ARAMARK Corp. Tranche F, term loan 3.25% 2/24/21 (d)

498,750

493,763

Laureate Education, Inc. Tranche B, term loan 5% 6/16/18 (d)

1,497,445

1,471,239

Nord Anglia Education Tranche B, term loan 4.5% 3/31/21 (d)

750,000

750,000

The ServiceMaster Co. Tranche B, term loan 6/30/21 (f)

1,500,000

1,498,125

 

4,213,127

Shipping - 2.2%

Harvey Gulf International Tranche B, term loan 5.5% 6/18/20 (d)

498,744

496,898

Swift Transportation Co. LLC Tranche B, term loan 3.75% 6/9/21 (d)

299,250

299,250

YRC Worldwide, Inc. Tranche B, term loan 8% 2/13/19 (d)

748,120

748,120

 

1,544,268

Super Retail - 4.7%

Bass Pro Group LLC Tranche B, term loan 3.75% 11/20/19 (d)

498,718

498,095

BJ's Wholesale Club, Inc. Tranche B 1LN, term loan 4.5% 9/26/19 (d)

498,747

499,059

J. Crew Group, Inc. Tranche B LN, term loan 4% 3/5/21 (d)

1,000,000

986,300

JC Penney Corp., Inc. Tranche B, term loan:

5% 6/20/19 (d)

60,000

60,228

6% 5/22/18 (d)

748,111

754,657

Sports Authority, Inc. Tranche B, term loan 7.5% 11/16/17 (d)

498,771

498,771

 

3,297,110

Technology - 7.4%

BMC Software Finance, Inc. Tranche B, term loan 5% 9/10/20 (d)

498,747

496,253

Carros U.S., LLC Tranche B, term loan 6/30/21 (f)

80,000

80,500

Computer Discount Warehouse (CDW) LLC, Tranche B, term loan 3.25% 4/29/20 (d)

498,738

493,127

Datapipe, Inc. Tranche B 1LN, term loan 5.25% 3/15/19 (d)

249,375

250,934

Dell International LLC Tranche B, term loan 4.5% 4/29/20 (d)

998,747

1,002,542

First Data Corp. term loan 4.154% 3/24/18 (d)

500,000

500,625

Bank Loan Obligations (e) - continued

 

Principal Amount

Value

Technology - continued

G.I. Peak Merger Sub Corp.:

Tranche 2LN, term loan 8% 6/17/22 (d)

$ 50,000

$ 49,938

Tranche B 1LN, term loan 5% 6/17/21 (d)

120,000

120,150

Infor U.S., Inc. Tranche B 5LN, term loan 3.75% 6/3/20 (d)

748,120

741,612

Kronos, Inc. Tranche B 1LN, term loan 4.5% 10/30/19 (d)

77,955

78,442

Renaissance Learning, Inc. Tranche 1LN, term loan 4.5% 4/9/21 (d)

748,125

746,255

TELX, Inc. Tranche B 1LN, term loan 4/9/20 (f)

500,000

500,625

WP Mustang Holdings, LLC. Tranche B 1LN, term loan 5.5% 5/29/21 (d)

75,000

75,844

 

5,136,847

Telecommunications - 3.1%

Altice Financing SA Tranche B, term loan 5.5% 6/24/19 (d)

498,747

509,969

Digicel International Finance Ltd. Tranche D-2, term loan 3/31/19 (f)

100,000

99,500

Level 3 Financing, Inc. Tranche B 4LN, term loan 4% 1/15/20 (d)

500,000

499,400

LTS Buyer LLC Tranche B 1LN, term loan 4% 4/11/20 (d)

498,741

500,611

Securus Technologies Holdings, Inc. Tranche B 1LN, term loan 4.75% 4/30/20 (d)

498,744

500,614

TCH-2 Holdings, LLC. Tranche B 1LN, term loan 5.5% 5/12/21 (d)

45,000

44,667

 

2,154,761

TOTAL BANK LOAN OBLIGATIONS

(Cost $60,364,642)


60,433,444

Nonconvertible Bonds - 1.7%

 

Containers - 1.4%

Ardagh Packaging Finance PLC/Ardagh MP Holdings U.S.A., Inc. 3.2132% 12/15/19 (b)(c)(d)

1,000,000

997,500

Electric Utilities - 0.1%

The AES Corp. 3.2411% 6/1/19 (d)

45,000

45,338

Energy - 0.0%

Chesapeake Energy Corp. 3.4786% 4/15/19 (d)

35,000

35,394

 

 

Principal Amount

Value

Food/Beverage/Tobacco - 0.1%

C&S Group Enterprises LLC 5.375% 7/15/22 (b)(c)

$ 85,000

$ 85,425

Publishing/Printing - 0.1%

Cenveo Corp. 6% 8/1/19 (b)

40,000

40,000

TOTAL NONCONVERTIBLE BONDS

(Cost $1,204,888)


1,203,657

Money Market Funds - 27.8%

Shares

 

Fidelity Cash Central Fund, 0.11% (a)
(Cost $19,309,871)

19,309,871


19,309,871

TOTAL INVESTMENT PORTFOLIO - 116.5%

(Cost $80,879,401)

80,946,972

NET OTHER ASSETS (LIABILITIES) - (16.5)%

(11,444,841)

NET ASSETS - 100%

$ 69,502,131

Legend

(a) 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 are available on the SEC's website or upon request.

(b) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $1,122,925 or 1.6% of net assets.

(c) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

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

(e) Remaining maturities of bank loan obligations may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty.

(f) The coupon rate will be determined upon settlement of the loan after period end.

(g) Position represents an unfunded loan commitment. At period end, the total principal amount and market value of unfunded commitments totaled $15,181 and $15,219, respectively. The coupon rate will be determined at time of settlement.

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

$ 2,993

Other Information

The following is a summary of the inputs used, as of June 30, 2014, 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:

Bank Loan Obligations

$ 60,433,444

$ -

$ 60,317,869

$ 115,575

Corporate Bonds

1,203,657

-

1,203,657

-

Money Market Funds

19,309,871

19,309,871

-

-

Total Investments in Securities:

$ 80,946,972

$ 19,309,871

$ 61,521,526

$ 115,575

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

United States of America

89.0%

Canada

3.5%

United Kingdom

2.3%

Ireland

1.4%

Cayman Islands

1.1%

Others (Individually Less Than 1%)

2.7%

 

100.0%

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

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

  

June 30, 2014 (Unaudited)

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $61,569,530)

$ 61,637,101

 

Fidelity Central Funds (cost $19,309,871)

19,309,871

 

Total Investments (cost $80,879,401)

 

$ 80,946,972

Cash

 

4,808,561

Receivable for investments sold

589,857

Receivable for fund shares sold

448,374

Interest receivable

209,036

Distributions receivable from Fidelity Central Funds

1,453

Other receivables

250

Total assets

87,004,503

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 16,358,725

Delayed delivery

1,085,000

Payable for fund shares redeemed

4

Accrued management fee

29,021

Other affiliated payables

7,099

Other payables and accrued expenses

22,523

Total liabilities

17,502,372

 

 

 

Net Assets

$ 69,502,131

Net Assets consist of:

 

Paid in capital

$ 69,221,045

Undistributed net investment income

215,288

Accumulated undistributed net realized gain (loss) on investments

(1,773)

Net unrealized appreciation (depreciation) on investments

67,571

Net Assets

$ 69,502,131

Statement of Assets and Liabilities - continued

  

June 30, 2014 (Unaudited)

 

 

 

Initial Class:
Net Asset Value
, offering price and redemption price per share ($11,136,753 ÷ 1,108,381 shares)

$ 10.05

 

 

 

Investor Class:
Net Asset Value
, offering price and redemption price per share ($58,365,378 ÷ 5,808,999 shares)

$ 10.05

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

Semiannual Report

Statement of Operations

  

For the period April 9, 2014
(commencement of operations) to
June 30, 2014
(Unaudited)

 

  

  

Investment Income

  

  

Interest

 

$ 283,739

Income from Fidelity Central Funds

 

2,993

Total income

 

286,732

 

 

 

Expenses

Management fee

$ 50,397

Transfer agent fees

8,453

Accounting fees and expenses

4,416

Custodian fees and expenses

4,029

Independent trustees' compensation

19

Audit

19,472

Total expenses before reductions

86,786

Expense reductions

(15,342)

71,444

Net investment income (loss)

215,288

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

(1,773)

Change in net unrealized appreciation (depreciation) on investment securities

67,571

Net gain (loss)

65,798

Net increase (decrease) in net assets resulting from operations

$ 281,086

Statement of Changes in Net Assets

  

For the period
April 9, 2014
(commencement of operations) to
June 30, 2014
(Unaudited)

Increase (Decrease) in Net Assets

 

Operations

 

Net investment income (loss)

$ 215,288

Net realized gain (loss)

(1,773)

Change in net unrealized appreciation (depreciation)

67,571

Net increase (decrease) in net assets resulting from operations

281,086

Share transactions - net increase (decrease)

69,221,045

Total increase (decrease) in net assets

69,502,131

 

 

Net Assets

Beginning of period

-

End of period (including undistributed net investment income of $215,288)

$ 69,502,131

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

Semiannual Report

Financial Highlights - Initial Class

 

Six months ended June 30, 2014 I

 

(Unaudited)

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) E

  .054

Net realized and unrealized gain (loss)

  (.004)H

Total from investment operations

  .050

Net asset value, end of period

$ 10.05

Total ReturnB, C, D

  .50%

Ratios to Average Net Assets F, J

 

Expenses before reductions

  .97%A

Expenses net of fee waivers, if any

  .77%A

Expenses net of all reductions

  .77%A

Net investment income (loss)

  2.39%A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 11,137

Portfolio turnover rateG

  2%K

A Annualized

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

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

E Calculated based on average shares outstanding during the period.

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

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

H The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

I For the period April 9, 2014 (commencement of operations) to June 30, 2014.

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

K Amount not annualized.

Financial Highlights - Investor Class

 

Six months ended
June 30, 2014
I

 

(Unaudited)

Selected Per-Share Data

 

Net asset value, beginning of period

$ 10.00

Income from Investment Operations

 

Net investment income (loss) E

  .052

Net realized and unrealized gain (loss)

  (.002)H

Total from investment operations

  .050

Net asset value, end of period

$ 10.05

Total ReturnB, C, D

  .50%

Ratios to Average Net Assets F, J

 

Expenses before reductions

  .95%A

Expenses net of fee waivers, if any

  .80%A

Expenses net of all reductions

  .80%A

Net investment income (loss)

  2.37%A

Supplemental Data

 

Net assets, end of period (000 omitted)

$ 58,365

Portfolio turnover rateG

  2%K

A Annualized

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

C Total returns do not reflect charges attributable to your insurance company's separate account. Inclusion of these charges would reduce the total returns shown.

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

E Calculated based on average shares outstanding during the period.

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

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

H The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of sales and repurchases of shares in relation to fluctuating market values of the investments of the Fund.

I For the period April 9, 2014 (commencement of operations) to June 30, 2014.

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

K Amount not annualized.

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

Semiannual Report


Notes to Financial Statements

For the period ended June 30, 2014 (Unaudited)

1. Organization.

VIP Floating Rate High Income Portfolio (the Fund) is a fund of Variable Insurance Products Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Shares of the Fund may only be purchased by insurance companies for the purpose of funding variable annuity or variable life insurance contracts. The Fund offers the following classes of shares: Initial Class shares and Investor Class shares. All classes have equal rights and voting privileges, except for matters affecting a single class.

2. Investments in Fidelity Central Funds.

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

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

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

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

Level 1 - quoted prices in active markets for identical investments

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

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

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

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

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

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 June 30, 2014, is included at the end of the Fund's Schedule of Investments.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

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

Gross unrealized appreciation

$ 180,077

Gross unrealized depreciation

(110,526)

Net unrealized appreciation (depreciation) on securities and other investments

$ 69,551

 

 

Tax cost

$ 80,877,421

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

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

Loans and Other Direct Debt Instruments. The Fund invests in direct debt instruments which are interests in amounts owed to lenders by corporate or other borrowers. These instruments may be in the form of loans, trade claims or other receivables and may include standby financing commitments such as revolving credit facilities that obligate the Fund to supply additional cash to the borrower on demand. Loans may be acquired through assignment or participation, or may be made directly to a borrower. The Fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these loans. The Fund also invests in unfunded loan commitments, which are contractual obligations for future funding. Information regarding unfunded commitments is included at the end of the Fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Purchases and Sales of Investments.

Purchases and sales of securities (including principal repayments of bank loan obligations), other than short-term securities, aggregated $62,237,965 and $662,902, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the Fund's average net assets and an annualized group fee rate that averaged .11% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the reporting period, the total annualized management fee rate was .56% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing, and shareholder servicing agent. FIIOC receives an asset-based fee with respect to each class. Each class (with the exception of Investor Class) pays a fee for transfer agent services, typesetting, printing and mailing of shareholder reports, excluding mailing of proxy statements and out of pocket expenses, equal to an annual rate of .07% (.10% for Investor Class) of average net assets. For the period, transfer agent fees for each class, including out of pocket expenses, were as follows:

Initial Class

$ 1,650

Investor Class

6,803

 

$ 8,453

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

6. Expense Reductions.

The investment adviser contractually agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement. This reimbursement will remain in place through April 30, 2015.

The following classes were in reimbursement during the period:

 

Expense
Limitations

Reimbursement

Initial Class

.77%

$ 4,741

Investor Class

.80%

10,601

 

 

$ 15,342

7. Share Transactions.

Transactions for each class of shares were as follows:

 

Shares

Dollars

Six months ended
June 30,
2014
A

Six months ended
June 30,
2014
A

Initial Class

 

 

Shares sold

1,116,047

$ 11,161,922

Shares redeemed

(7,666)

(76,961)

Net increase (decrease)

1,108,381

$ 11,084,961

Investor Class

 

 

Shares sold

5,809,036

$ 58,136,460

Shares redeemed

(37)

(376)

Net increase (decrease)

5,808,999

$ 58,136,084

A For the period April 9, 2014 (commencement of operations) to June 30, 2014.

Semiannual Report

8. Other.

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

At the end of the period, the investment adviser or its affiliates were the owners of record of 100% of the total outstanding shares of the Fund.

Semiannual Report


Board Approval of Investment Advisory Contracts and Management Fees

VIP Floating Rate High Income Portfolio

On January 14, 2014, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

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

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of advisory, administrative, and shareholder services to be performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund. The Board also considered the nature and extent of the supervision of third party service providers, principally custodians and subcustodians.

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

Investment Performance. The fund is a new fund and therefore had no historical performance for the Board to review at the time it approved the fund's Advisory Contracts. The Board considered the Investment Advisers' strength in fundamental, research-driven security selection, which the Board is familiar with through its supervision of other Fidelity funds.

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

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's proposed management fee and the projected total expense ratio of each class of the fund in reviewing the Advisory Contracts. The Board noted that the fund's proposed management fee rate is lower than the median fee rate of funds with similar Lipper investment objective categories and comparable investment mandates, regardless of whether their management fee structures are comparable. The Board also considered that the projected total expense ratio of each class of the fund is below the median of those funds and classes used by the Board for management fee comparisons that have a similar sales load structure.

The Board also noted that FMR has contractually agreed to reimburse each class of the fund until April 30, 2015, to the extent total operating expenses (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of average net assets of each class exceed a certain limit.

Based on its review, the Board concluded that the management fee and the projected total expense ratio of each class of the fund were reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Costs of the Services and Profitability. The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contracts. In connection with its future renewal of the fund's Advisory Contracts, the Board will consider the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

Economies of Scale. The Board will consider economies of scale when there is operating experience to permit assessment thereof. It noted that, notwithstanding the entrepreneurial risk associated with a new fund, the management fee was at a level normally associated, by comparison with competitors, with very high fund net assets, and Fidelity asserted to the Board that the level of the fee anticipated economies of scale at lower asset levels even before, if ever, economies of scale are achieved. The Board also noted that the fund and its shareholders would have access to the very considerable number and variety of services available through Fidelity and its affiliates.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees - continued

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation
Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 

Fidelity Service Company, Inc.
Boston, MA 

Custodian

State Street Bank & Trust Company
Quincy, MA

VIPFHI-SANN-0814
1.9859332.100

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the Variable Insurance Products Fund's Board of Trustees.

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

(a)

(1)

Not applicable.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

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

Variable Insurance Products Fund

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

August 22, 2014

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

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

August 22, 2014

By:

/s/Howard J. Galligan III

 

Howard J. Galligan III

 

Chief Financial Officer

 

 

Date:

August 22, 2014


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘N-CSRS’ Filing    Date    Other Filings
4/30/15
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8/1/14497,  497K
For Period End:6/30/14N-PX,  NSAR-A
4/9/14
1/14/14
1/1/14
12/31/1324F-2NT,  N-CSR,  NSAR-B
12/31/1224F-2NT,  N-CSR,  NSAR-B
12/22/10
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