Spartan®

500 Index

Fund -

Institutional Class

Fidelity Advantage® Institutional Class

Semiannual Report

August 31, 2012

(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.

Board Approval of Investment Advisory Contracts and Management Fees

(Click Here)

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2012 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 Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2012 to August 31, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. An annual index fund fee of $10 that is charged once a year may apply for certain accounts with a value of less than $10,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. An annual index fund fee of $10 that is charged once a year may apply for certain accounts with a value of less than $10,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Semiannual Report

Shareholder Expense Example - continued

Annualized Expense Ratio

Beginning
Account Value
March 1, 2012

Ending
Account Value
August 31, 2012

Expenses Paid
During Period
*
March 1, 2012 to August 31, 2012

Investor Class

.095%

Actual

$ 1,000.00

$ 1,041.00

$ .49

HypotheticalA

$ 1,000.00

$ 1,024.73

$ .49

Fidelity Advantage Class

.060%

Actual

$ 1,000.00

$ 1,041.00

$ .31

HypotheticalA

$ 1,000.00

$ 1,024.90

$ .31

Institutional Class

.040%

Actual

$ 1,000.00

$ 1,041.30

$ .21

HypotheticalA

$ 1,000.00

$ 1,025.00

$ .20

Fidelity Advantage Institutional Class

.020%

Actual

$ 1,000.00

$ 1,041.40

$ .10

HypotheticalA

$ 1,000.00

$ 1,025.10

$ .10

A 5% return per year before expenses

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

Semiannual Report


Investment Changes (Unaudited)

Top Ten Stocks as of August 31, 2012

% of fund's
net assets

% of fund's net assets
6 months ago

Apple, Inc.

4.8

4.0

Exxon Mobil Corp.

3.2

3.3

Microsoft Corp.

1.8

1.9

IBM Corp.

1.7

1.8

Chevron Corp.

1.7

1.7

General Electric Co.

1.7

1.6

AT&T, Inc.

1.7

1.4

Johnson & Johnson

1.4

1.4

Procter & Gamble Co.

1.4

1.5

Wells Fargo & Co.

1.4

1.3

20.8

Market Sectors as of August 31, 2012

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

20.0

19.9

Financials

14.2

14.0

Health Care

11.7

11.2

Energy

11.1

11.9

Consumer Staples

11.0

10.6

Consumer Discretionary

10.9

10.7

Industrials

10.0

10.6

Utilities

3.5

3.4

Materials

3.3

3.5

Telecommunication Services

3.2

2.7

Semiannual Report


Investments August 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.9%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 10.9%

Auto Components - 0.2%

BorgWarner, Inc. (a)(d)

425,697

$ 29,279

Johnson Controls, Inc.

2,526,385

68,743

The Goodyear Tire & Rubber Co. (a)

908,888

11,088

109,110

Automobiles - 0.4%

Ford Motor Co.

14,174,651

132,391

Harley-Davidson, Inc.

859,902

36,081

168,472

Distributors - 0.1%

Genuine Parts Co.

579,077

36,575

Diversified Consumer Services - 0.1%

Apollo Group, Inc. Class A (non-vtg.) (a)(d)

374,773

10,063

DeVry, Inc. (d)

218,874

4,226

H&R Block, Inc.

1,019,202

16,878

31,167

Hotels, Restaurants & Leisure - 1.8%

Carnival Corp. unit

1,683,112

58,370

Chipotle Mexican Grill, Inc. (a)(d)

117,750

33,987

Darden Restaurants, Inc. (d)

477,843

24,824

International Game Technology

992,056

12,192

Marriott International, Inc. Class A (d)

983,531

37,059

McDonald's Corp.

3,774,510

337,781

Starbucks Corp.

2,817,201

139,761

Starwood Hotels & Resorts Worldwide, Inc.

734,096

40,471

Wyndham Worldwide Corp.

541,928

28,256

Wynn Resorts Ltd.

294,925

30,427

Yum! Brands, Inc. (d)

1,710,597

108,999

852,127

Household Durables - 0.3%

D.R. Horton, Inc. (d)

1,040,587

19,761

Harman International Industries, Inc.

261,779

12,050

Leggett & Platt, Inc.

520,645

12,360

Lennar Corp. Class A (d)

604,379

19,600

Newell Rubbermaid, Inc.

1,076,739

19,306

PulteGroup, Inc. (a)(d)

1,253,946

17,154

Whirlpool Corp.

286,945

21,653

121,884

Internet & Catalog Retail - 1.0%

Amazon.com, Inc. (a)(d)

1,338,665

332,297

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Internet & Catalog Retail - continued

Expedia, Inc.

357,958

$ 18,385

Netflix, Inc. (a)(d)

206,197

12,314

Priceline.com, Inc. (a)

184,940

111,809

TripAdvisor, Inc.

375,286

12,550

487,355

Leisure Equipment & Products - 0.1%

Hasbro, Inc. (d)

433,465

16,259

Mattel, Inc.

1,264,971

44,451

60,710

Media - 3.4%

Cablevision Systems Corp. - NY Group Class A

795,462

11,892

CBS Corp. Class B

2,407,308

87,482

Comcast Corp. Class A

10,014,045

335,771

DIRECTV (a)

2,432,780

126,724

Discovery Communications, Inc. (a)(d)

946,932

51,930

Gannett Co., Inc.

872,668

13,317

Interpublic Group of Companies, Inc.

1,645,546

17,509

McGraw-Hill Companies, Inc.

1,038,855

53,189

News Corp. Class A

7,824,953

183,026

Omnicom Group, Inc. (d)

1,012,576

52,016

Scripps Networks Interactive, Inc. Class A

344,290

20,348

The Walt Disney Co. (d)

6,638,584

328,411

Time Warner Cable, Inc.

1,160,657

103,090

Time Warner, Inc.

3,565,295

148,138

Viacom, Inc. Class B (non-vtg.)

1,960,415

98,040

Washington Post Co. Class B (d)

17,827

6,284

1,637,167

Multiline Retail - 0.8%

Big Lots, Inc. (a)(d)

236,607

7,202

Dollar Tree, Inc. (a)

861,525

41,500

Family Dollar Stores, Inc.

433,577

27,593

JCPenney Co., Inc. (d)

543,954

14,186

Kohl's Corp.

890,611

46,490

Macy's, Inc.

1,534,508

61,856

Nordstrom, Inc.

594,891

34,403

Sears Holdings Corp. (a)(d)

142,319

7,507

Target Corp.

2,455,835

157,394

398,131

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - 2.1%

Abercrombie & Fitch Co. Class A

306,616

$ 11,035

AutoNation, Inc. (a)(d)

154,280

6,202

AutoZone, Inc. (a)

98,976

35,794

Bed Bath & Beyond, Inc. (a)

863,479

58,000

Best Buy Co., Inc.

1,029,499

18,263

CarMax, Inc. (a)(d)

847,557

25,927

GameStop Corp. Class A (d)

483,937

9,234

Gap, Inc.

1,235,588

44,259

Home Depot, Inc.

5,685,145

322,632

Limited Brands, Inc.

897,451

43,616

Lowe's Companies, Inc.

4,370,547

124,473

O'Reilly Automotive, Inc. (a)

441,574

37,512

Ross Stores, Inc.

837,837

57,970

Staples, Inc. (d)

2,559,713

27,952

Tiffany & Co., Inc. (d)

470,682

29,159

TJX Companies, Inc.

2,752,026

126,015

Urban Outfitters, Inc. (a)(d)

414,142

15,547

993,590

Textiles, Apparel & Luxury Goods - 0.6%

Coach, Inc.

1,067,346

62,045

Fossil, Inc. (a)

193,222

16,414

NIKE, Inc. Class B

1,361,967

132,601

Ralph Lauren Corp.

241,037

38,241

VF Corp.

321,488

49,085

298,386

TOTAL CONSUMER DISCRETIONARY

5,194,674

CONSUMER STAPLES - 11.0%

Beverages - 2.6%

Beam, Inc.

585,343

34,161

Brown-Forman Corp. Class B (non-vtg.)

553,833

35,501

Coca-Cola Enterprises, Inc.

1,114,382

32,908

Constellation Brands, Inc. Class A (sub. vtg.) (a)

565,410

18,625

Dr Pepper Snapple Group, Inc. (d)

786,772

35,255

Molson Coors Brewing Co. Class B

583,768

26,001

Monster Beverage Corp. (a)

569,424

33,556

PepsiCo, Inc.

5,808,839

420,734

The Coca-Cola Co.

16,757,982

626,749

1,263,490

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Food & Staples Retailing - 2.4%

Costco Wholesale Corp.

1,605,805

$ 157,160

CVS Caremark Corp.

4,759,721

216,805

Kroger Co.

2,083,548

46,421

Safeway, Inc. (d)

892,888

13,974

Sysco Corp. (d)

2,175,633

65,922

Wal-Mart Stores, Inc.

6,409,201

465,308

Walgreen Co. (d)

3,183,385

113,838

Whole Foods Market, Inc.

606,792

58,707

1,138,135

Food Products - 1.7%

Archer Daniels Midland Co.

2,445,881

65,427

Campbell Soup Co. (d)

657,260

23,096

ConAgra Foods, Inc.

1,542,734

38,738

Dean Foods Co. (a)

685,268

11,252

General Mills, Inc.

2,404,219

94,558

H.J. Heinz Co. (d)

1,188,131

66,203

Hormel Foods Corp. (d)

509,209

14,624

Kellogg Co.

916,100

46,400

Kraft Foods, Inc. Class A

6,585,185

273,483

McCormick & Co., Inc. (non-vtg.) (d)

492,491

30,259

Mead Johnson Nutrition Co. Class A

757,282

55,531

The Hershey Co.

564,872

40,569

The J.M. Smucker Co.

421,066

35,778

Tyson Foods, Inc. Class A

1,072,553

16,796

812,714

Household Products - 2.1%

Clorox Co.

483,095

35,145

Colgate-Palmolive Co.

1,772,578

188,443

Kimberly-Clark Corp.

1,456,406

121,756

Procter & Gamble Co.

10,177,231

683,808

1,029,152

Personal Products - 0.2%

Avon Products, Inc.

1,603,784

24,778

Estee Lauder Companies, Inc. Class A (d)

837,417

50,203

74,981

Tobacco - 2.0%

Altria Group, Inc.

7,557,765

256,662

Lorillard, Inc.

484,763

60,843

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Tobacco - continued

Philip Morris International, Inc.

6,334,758

$ 565,694

Reynolds American, Inc.

1,231,171

56,757

939,956

TOTAL CONSUMER STAPLES

5,258,428

ENERGY - 11.1%

Energy Equipment & Services - 1.9%

Baker Hughes, Inc.

1,628,587

74,264

Cameron International Corp. (a)

914,771

50,047

Diamond Offshore Drilling, Inc. (d)

258,187

17,304

Ensco PLC Class A

859,201

49,292

FMC Technologies, Inc. (a)(d)

888,089

41,598

Halliburton Co.

3,428,205

112,308

Helmerich & Payne, Inc.

398,962

18,209

Nabors Industries Ltd. (a)

1,078,255

15,926

National Oilwell Varco, Inc.

1,583,034

124,743

Noble Corp. (d)

937,410

35,753

Rowan Companies PLC (a)(d)

461,225

16,226

Schlumberger Ltd.

4,953,051

358,502

914,172

Oil, Gas & Consumable Fuels - 9.2%

Alpha Natural Resources, Inc. (a)(d)

818,151

4,860

Anadarko Petroleum Corp.

1,855,479

128,529

Apache Corp.

1,451,621

124,477

Cabot Oil & Gas Corp.

779,349

32,273

Chesapeake Energy Corp. (d)

2,460,061

47,602

Chevron Corp.

7,328,730

821,990

ConocoPhillips

4,696,786

266,730

CONSOL Energy, Inc. (d)

845,142

25,523

Denbury Resources, Inc. (a)

1,450,891

22,474

Devon Energy Corp.

1,502,013

86,861

EOG Resources, Inc.

1,001,319

108,443

EQT Corp.

555,547

29,977

Exxon Mobil Corp.

17,368,091

1,516,234

Hess Corp.

1,129,235

57,060

Kinder Morgan Holding Co. LLC

2,105,297

75,306

Marathon Oil Corp.

2,619,678

72,879

Marathon Petroleum Corp.

1,265,501

65,490

Murphy Oil Corp.

721,173

37,018

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Newfield Exploration Co. (a)

500,700

$ 16,338

Noble Energy, Inc.

660,331

58,043

Occidental Petroleum Corp.

3,012,444

256,088

Peabody Energy Corp. (d)

1,011,711

21,883

Phillips 66

2,322,369

97,539

Pioneer Natural Resources Co. (d)

456,933

44,487

QEP Resources, Inc. (d)

662,556

19,009

Range Resources Corp. (d)

602,379

39,269

Southwestern Energy Co. (a)(d)

1,293,052

40,253

Spectra Energy Corp. (d)

2,424,382

68,513

Sunoco, Inc.

393,316

18,561

Tesoro Corp.

521,225

20,713

Valero Energy Corp.

2,053,462

64,191

Williams Companies, Inc.

2,323,781

74,988

WPX Energy, Inc.

738,073

11,514

4,375,115

TOTAL ENERGY

5,289,287

FINANCIALS - 14.2%

Capital Markets - 1.8%

Ameriprise Financial, Inc.

812,004

44,587

Bank of New York Mellon Corp.

4,429,955

99,851

BlackRock, Inc. Class A

475,970

83,947

Charles Schwab Corp.

4,019,014

54,216

E*TRADE Financial Corp. (a)

944,372

8,093

Federated Investors, Inc. Class B (non-vtg.) (d)

344,372

7,308

Franklin Resources, Inc. (d)

527,494

61,928

Goldman Sachs Group, Inc.

1,826,917

193,142

Invesco Ltd.

1,664,768

39,422

Legg Mason, Inc. (d)

466,713

11,472

Morgan Stanley

5,656,269

84,844

Northern Trust Corp.

895,674

41,595

State Street Corp.

1,814,723

75,492

T. Rowe Price Group, Inc.

947,467

58,212

864,109

Commercial Banks - 2.9%

BB&T Corp.

2,594,867

81,842

Comerica, Inc.

730,477

22,433

Fifth Third Bancorp

3,417,248

51,737

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Commercial Banks - continued

First Horizon National Corp.

938,449

$ 8,409

Huntington Bancshares, Inc.

3,211,553

21,196

KeyCorp

3,540,118

29,843

M&T Bank Corp. (d)

470,062

40,848

PNC Financial Services Group, Inc.

1,963,996

122,082

Regions Financial Corp.

5,246,007

36,512

SunTrust Banks, Inc.

1,998,853

50,311

U.S. Bancorp

7,035,352

235,051

Wells Fargo & Co.

19,736,822

671,644

Zions Bancorporation

684,140

13,170

1,385,078

Consumer Finance - 0.9%

American Express Co.

3,718,981

216,817

Capital One Financial Corp.

2,155,495

121,850

Discover Financial Services

1,969,697

76,286

SLM Corp.

1,811,577

28,532

443,485

Diversified Financial Services - 2.8%

Bank of America Corp.

40,026,506

319,812

Citigroup, Inc.

10,890,542

323,558

CME Group, Inc.

1,234,334

67,765

IntercontinentalExchange, Inc. (a)

270,202

36,937

JPMorgan Chase & Co.

14,138,621

525,108

Leucadia National Corp. (d)

735,822

15,732

Moody's Corp. (d)

734,427

29,083

NYSE Euronext

943,400

23,632

The NASDAQ Stock Market, Inc.

454,690

10,399

1,352,026

Insurance - 3.6%

ACE Ltd.

1,257,961

92,749

AFLAC, Inc.

1,736,855

80,208

Allstate Corp.

1,825,001

68,036

American International Group, Inc. (a)

2,724,481

93,531

Aon PLC

1,212,396

62,996

Assurant, Inc.

301,164

10,616

Berkshire Hathaway, Inc. Class B (a)

6,531,654

550,880

Cincinnati Financial Corp. (d)

602,910

23,309

Genworth Financial, Inc. Class A (a)

1,825,528

9,657

Hartford Financial Services Group, Inc.

1,637,450

29,359

Lincoln National Corp.

1,060,081

24,615

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Insurance - continued

Loews Corp.

1,134,916

$ 46,134

Marsh & McLennan Companies, Inc.

2,026,486

69,245

MetLife, Inc.

3,944,565

134,628

Principal Financial Group, Inc.

1,114,768

30,589

Progressive Corp. (d)

2,264,532

44,226

Prudential Financial, Inc.

1,741,948

94,954

The Chubb Corp.

1,002,648

74,086

The Travelers Companies, Inc.

1,444,959

93,547

Torchmark Corp. (d)

365,679

18,715

Unum Group

1,061,692

20,714

XL Group PLC Class A

1,157,734

26,767

1,699,561

Real Estate Investment Trusts - 2.1%

American Tower Corp.

1,465,557

103,175

Apartment Investment & Management Co. Class A

525,006

13,902

AvalonBay Communities, Inc.

354,155

50,120

Boston Properties, Inc.

556,438

62,393

Equity Residential (SBI)

1,116,569

67,441

HCP, Inc.

1,558,108

71,455

Health Care REIT, Inc.

838,728

49,015

Host Hotels & Resorts, Inc. (d)

2,668,248

40,824

Kimco Realty Corp.

1,511,402

30,712

Plum Creek Timber Co., Inc.

599,813

24,550

Prologis, Inc.

1,709,998

58,431

Public Storage

528,664

76,952

Simon Property Group, Inc.

1,125,755

178,657

Ventas, Inc.

1,073,505

70,304

Vornado Realty Trust

689,506

55,967

Weyerhaeuser Co.

1,996,190

49,725

1,003,623

Real Estate Management & Development - 0.0%

CBRE Group, Inc. (a)

1,218,015

21,084

Thrifts & Mortgage Finance - 0.1%

Hudson City Bancorp, Inc.

1,961,578

14,104

People's United Financial, Inc.

1,321,935

15,824

29,928

TOTAL FINANCIALS

6,798,894

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - 11.7%

Biotechnology - 1.6%

Alexion Pharmaceuticals, Inc. (a)(d)

713,459

$ 76,490

Amgen, Inc.

2,888,543

242,407

Biogen Idec, Inc. (a)

889,779

130,433

Celgene Corp. (a)

1,636,086

117,864

Gilead Sciences, Inc. (a)

2,812,825

162,272

729,466

Health Care Equipment & Supplies - 1.7%

Baxter International, Inc.

2,045,006

120,001

Becton, Dickinson & Co.

752,863

57,203

Boston Scientific Corp. (a)

5,308,650

28,667

C.R. Bard, Inc.

311,724

30,583

CareFusion Corp. (a)

824,234

21,653

Covidien PLC

1,791,265

100,400

DENTSPLY International, Inc. (d)

526,481

19,095

Edwards Lifesciences Corp. (a)(d)

425,640

43,462

Intuitive Surgical, Inc. (a)(d)

147,460

72,519

Medtronic, Inc.

3,864,935

157,148

St. Jude Medical, Inc.

1,165,594

44,013

Stryker Corp.

1,202,624

64,052

Varian Medical Systems, Inc. (a)(d)

414,146

24,348

Zimmer Holdings, Inc. (d)

654,207

40,417

823,561

Health Care Providers & Services - 1.9%

Aetna, Inc.

1,290,305

49,561

AmerisourceBergen Corp. (d)

931,515

35,882

Cardinal Health, Inc.

1,285,387

50,837

CIGNA Corp.

1,070,874

49,014

Coventry Health Care, Inc.

497,176

20,697

DaVita, Inc. (a)

349,215

33,968

Express Scripts Holding Co. (a)

2,991,693

187,340

Humana, Inc.

606,075

42,474

Laboratory Corp. of America Holdings (a)(d)

359,532

31,621

McKesson Corp.

874,306

76,161

Patterson Companies, Inc.

325,620

11,061

Quest Diagnostics, Inc. (d)

589,253

35,632

Tenet Healthcare Corp. (a)

1,536,973

7,977

UnitedHealth Group, Inc.

3,853,263

209,232

WellPoint, Inc.

1,228,760

73,566

915,023

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Technology - 0.1%

Cerner Corp. (a)(d)

544,472

$ 39,823

Life Sciences Tools & Services - 0.4%

Agilent Technologies, Inc.

1,290,679

47,962

Life Technologies Corp. (a)

663,266

31,644

PerkinElmer, Inc.

422,993

11,548

Thermo Fisher Scientific, Inc.

1,364,227

78,238

Waters Corp. (a)

330,087

26,470

195,862

Pharmaceuticals - 6.0%

Abbott Laboratories

5,843,849

383,006

Allergan, Inc.

1,142,220

98,379

Bristol-Myers Squibb Co.

6,273,552

207,090

Eli Lilly & Co.

3,792,786

170,334

Forest Laboratories, Inc. (a)

986,815

34,233

Hospira, Inc. (a)(d)

613,352

20,596

Johnson & Johnson

10,200,505

687,820

Merck & Co., Inc.

11,296,902

486,332

Mylan, Inc. (a)(d)

1,507,539

35,533

Perrigo Co.

346,974

38,157

Pfizer, Inc.

27,812,241

663,600

Watson Pharmaceuticals, Inc. (a)

473,220

38,496

2,863,576

TOTAL HEALTH CARE

5,567,311

INDUSTRIALS - 10.0%

Aerospace & Defense - 2.3%

General Dynamics Corp.

1,339,357

87,741

Honeywell International, Inc.

2,894,017

169,155

L-3 Communications Holdings, Inc.

361,857

25,417

Lockheed Martin Corp.

988,722

90,112

Northrop Grumman Corp.

934,129

62,484

Precision Castparts Corp.

539,714

86,937

Raytheon Co.

1,238,075

69,976

Rockwell Collins, Inc.

538,689

26,326

Textron, Inc.

1,041,012

27,816

The Boeing Co.

2,782,098

198,642

United Technologies Corp.

3,384,942

270,288

1,114,894

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Air Freight & Logistics - 0.9%

C.H. Robinson Worldwide, Inc.

603,974

$ 34,191

Expeditors International of Washington, Inc.

788,910

28,882

FedEx Corp.

1,171,331

102,644

United Parcel Service, Inc. Class B

3,563,736

263,039

428,756

Airlines - 0.1%

Southwest Airlines Co. (d)

2,851,316

25,491

Building Products - 0.0%

Masco Corp. (d)

1,326,332

18,781

Commercial Services & Supplies - 0.4%

Avery Dennison Corp.

384,933

12,021

Cintas Corp. (d)

409,770

16,563

Iron Mountain, Inc.

635,866

20,856

Pitney Bowes, Inc. (d)

743,634

9,935

R.R. Donnelley & Sons Co. (d)

669,531

7,351

Republic Services, Inc.

1,168,838

32,318

Stericycle, Inc. (a)(d)

316,013

28,922

Waste Management, Inc. (d)

1,718,441

59,424

187,390

Construction & Engineering - 0.2%

Fluor Corp.

628,137

32,349

Jacobs Engineering Group, Inc. (a)(d)

479,232

18,949

Quanta Services, Inc. (a)(d)

791,241

18,990

70,288

Electrical Equipment - 0.5%

Cooper Industries PLC Class A

590,813

43,218

Emerson Electric Co. (d)

2,724,737

138,199

Rockwell Automation, Inc.

530,106

38,199

Roper Industries, Inc.

361,876

37,197

256,813

Industrial Conglomerates - 2.7%

3M Co.

2,577,161

238,645

Danaher Corp.

2,135,597

114,404

General Electric Co.

39,352,834

814,997

Tyco International Ltd.

1,719,150

96,926

1,264,972

Machinery - 1.8%

Caterpillar, Inc. (d)

2,422,897

206,746

Cummins, Inc.

713,817

69,319

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Machinery - continued

Deere & Co. (d)

1,477,261

$ 110,957

Dover Corp.

682,056

39,430

Eaton Corp. (d)

1,254,247

56,090

Flowserve Corp. (d)

189,905

24,243

Illinois Tool Works, Inc. (d)

1,772,983

105,120

Ingersoll-Rand PLC

1,109,513

51,881

Joy Global, Inc.

393,123

20,985

PACCAR, Inc. (d)

1,324,797

52,873

Pall Corp.

430,098

23,875

Parker Hannifin Corp.

561,029

44,871

Snap-On, Inc.

215,812

14,982

Stanley Black & Decker, Inc.

634,723

41,752

Xylem, Inc.

688,734

16,729

879,853

Professional Services - 0.1%

Dun & Bradstreet Corp.

166,700

13,494

Equifax, Inc.

447,123

20,469

Robert Half International, Inc.

531,045

13,966

47,929

Road & Rail - 0.8%

CSX Corp.

3,859,614

86,687

Norfolk Southern Corp.

1,209,941

87,672

Ryder System, Inc.

190,441

7,620

Union Pacific Corp.

1,768,756

214,798

396,777

Trading Companies & Distributors - 0.2%

Fastenal Co. (d)

1,096,882

47,265

W.W. Grainger, Inc. (d)

226,642

46,679

93,944

TOTAL INDUSTRIALS

4,785,888

INFORMATION TECHNOLOGY - 20.0%

Communications Equipment - 1.9%

Cisco Systems, Inc.

19,896,382

379,623

F5 Networks, Inc. (a)

294,876

28,747

Harris Corp. (d)

422,591

19,874

JDS Uniphase Corp. (a)(d)

859,902

9,622

Juniper Networks, Inc. (a)

1,966,833

34,302

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Motorola Solutions, Inc.

1,084,770

$ 51,700

QUALCOMM, Inc.

6,367,116

391,323

915,191

Computers & Peripherals - 6.0%

Apple, Inc.

3,472,984

2,310,370

Dell, Inc.

5,521,713

58,475

EMC Corp. (a)

7,798,690

205,028

Hewlett-Packard Co.

7,344,195

123,970

Lexmark International, Inc. Class A

264,207

5,736

NetApp, Inc. (a)

1,347,873

46,529

SanDisk Corp. (a)

905,000

37,304

Seagate Technology (d)

1,313,215

42,036

Western Digital Corp. (a)

869,204

36,350

2,865,798

Electronic Equipment & Components - 0.4%

Amphenol Corp. Class A

601,745

36,628

Corning, Inc.

5,636,601

67,583

FLIR Systems, Inc.

572,737

11,340

Jabil Circuit, Inc.

675,507

15,388

Molex, Inc. (d)

510,923

13,565

TE Connectivity Ltd.

1,588,087

55,853

200,357

Internet Software & Services - 2.0%

Akamai Technologies, Inc. (a)(d)

665,528

24,964

eBay, Inc. (a)

4,268,303

202,616

Google, Inc. Class A (a)

944,513

647,076

VeriSign, Inc. (a)(d)

586,794

27,978

Yahoo!, Inc. (a)

4,526,453

66,313

968,947

IT Services - 3.8%

Accenture PLC Class A

2,393,604

147,446

Automatic Data Processing, Inc.

1,816,547

105,505

Cognizant Technology Solutions Corp. Class A (a)

1,130,929

72,696

Computer Sciences Corp.

576,446

18,567

Fidelity National Information Services, Inc.

886,912

27,938

Fiserv, Inc. (a)(d)

506,922

36,149

IBM Corp.

4,284,240

834,784

MasterCard, Inc. Class A

394,293

166,747

Paychex, Inc. (d)

1,198,431

39,860

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

IT Services - continued

SAIC, Inc. (d)

1,027,626

$ 12,547

Teradata Corp. (a)(d)

626,581

47,858

The Western Union Co.

2,276,607

40,091

Total System Services, Inc.

596,937

13,837

Visa, Inc. Class A

1,849,476

237,195

1,801,220

Office Electronics - 0.1%

Xerox Corp.

5,005,770

36,893

Semiconductors & Semiconductor Equipment - 2.2%

Advanced Micro Devices, Inc. (a)(d)

2,188,144

8,140

Altera Corp.

1,198,311

44,733

Analog Devices, Inc.

1,108,079

44,035

Applied Materials, Inc. (d)

4,760,505

55,650

Broadcom Corp. Class A

1,841,860

65,441

First Solar, Inc. (a)(d)

219,149

4,381

Intel Corp.

18,686,011

463,974

KLA-Tencor Corp.

621,485

31,888

Lam Research Corp. (a)(d)

748,232

25,537

Linear Technology Corp.

855,029

28,237

LSI Corp. (a)

2,113,016

16,460

Microchip Technology, Inc. (d)

719,001

24,985

Micron Technology, Inc. (a)(d)

3,675,647

22,826

NVIDIA Corp. (a)

2,298,346

32,246

Teradyne, Inc. (a)(d)

693,328

10,830

Texas Instruments, Inc. (d)

4,250,326

123,429

Xilinx, Inc.

980,186

33,238

1,036,030

Software - 3.6%

Adobe Systems, Inc. (a)

1,842,698

57,621

Autodesk, Inc. (a)

853,517

26,502

BMC Software, Inc. (a)

598,287

24,769

CA Technologies, Inc.

1,314,397

34,214

Citrix Systems, Inc. (a)

691,545

53,726

Electronic Arts, Inc. (a)

1,180,598

15,737

Intuit, Inc.

1,090,738

63,852

Microsoft Corp.

27,770,029

855,872

Oracle Corp.

14,413,160

456,177

Red Hat, Inc. (a)(d)

716,309

40,142

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Software - continued

salesforce.com, Inc. (a)(d)

512,557

$ 74,413

Symantec Corp. (a)

2,676,976

47,730

1,750,755

TOTAL INFORMATION TECHNOLOGY

9,575,191

MATERIALS - 3.3%

Chemicals - 2.3%

Air Products & Chemicals, Inc.

785,295

64,850

Airgas, Inc.

257,068

21,355

CF Industries Holdings, Inc.

243,791

50,467

Dow Chemical Co.

4,439,850

130,132

E.I. du Pont de Nemours & Co.

3,480,326

173,146

Eastman Chemical Co.

567,090

31,337

Ecolab, Inc.

1,085,229

69,487

FMC Corp. (d)

509,339

27,667

International Flavors & Fragrances, Inc. (d)

301,094

18,222

Monsanto Co.

1,981,270

172,588

PPG Industries, Inc.

565,620

62,230

Praxair, Inc.

1,109,383

117,040

Sherwin-Williams Co.

318,379

45,554

Sigma Aldrich Corp.

449,002

31,893

The Mosaic Co.

1,106,165

64,058

1,080,026

Construction Materials - 0.0%

Vulcan Materials Co.

480,577

18,704

Containers & Packaging - 0.1%

Ball Corp.

581,955

24,541

Bemis Co., Inc.

382,906

11,587

Owens-Illinois, Inc. (a)

612,565

10,708

Sealed Air Corp.

720,911

10,287

57,123

Metals & Mining - 0.7%

Alcoa, Inc.

3,961,920

33,914

Allegheny Technologies, Inc.

397,821

11,791

Cliffs Natural Resources, Inc. (d)

529,192

18,966

Freeport-McMoRan Copper & Gold, Inc.

3,525,182

127,294

Newmont Mining Corp.

1,840,537

93,278

Nucor Corp. (d)

1,177,586

44,336

Common Stocks - continued

Shares

Value (000s)

MATERIALS - continued

Metals & Mining - continued

Titanium Metals Corp. (d)

305,805

$ 3,743

United States Steel Corp. (d)

534,866

10,403

343,725

Paper & Forest Products - 0.2%

International Paper Co.

1,623,406

56,105

MeadWestvaco Corp.

640,131

18,410

74,515

TOTAL MATERIALS

1,574,093

TELECOMMUNICATION SERVICES - 3.2%

Diversified Telecommunication Services - 2.9%

AT&T, Inc.

21,776,203

797,880

CenturyLink, Inc.

2,307,385

97,510

Frontier Communications Corp. (d)

3,708,410

17,133

Verizon Communications, Inc.

10,552,092

453,107

Windstream Corp. (d)

2,185,275

21,569

1,387,199

Wireless Telecommunication Services - 0.3%

Crown Castle International Corp. (a)

957,699

60,776

MetroPCS Communications, Inc. (a)

1,092,639

10,631

Sprint Nextel Corp. (a)

11,138,241

54,020

125,427

TOTAL TELECOMMUNICATION SERVICES

1,512,626

UTILITIES - 3.5%

Electric Utilities - 2.0%

American Electric Power Co., Inc.

1,798,857

77,333

Duke Energy Corp.

2,614,111

169,342

Edison International

1,210,118

52,991

Entergy Corp.

657,999

44,797

Exelon Corp.

3,165,999

115,464

FirstEnergy Corp.

1,553,328

67,880

NextEra Energy, Inc.

1,549,092

104,269

Northeast Utilities

1,164,780

43,877

Pepco Holdings, Inc.

847,871

16,372

Pinnacle West Capital Corp.

406,616

20,888

PPL Corp.

2,154,302

63,186

Common Stocks - continued

Shares

Value (000s)

UTILITIES - continued

Electric Utilities - continued

Southern Co.

3,226,466

$ 146,256

Xcel Energy, Inc.

1,808,590

50,442

973,097

Gas Utilities - 0.1%

AGL Resources, Inc.

435,709

17,276

ONEOK, Inc.

771,999

34,377

51,653

Independent Power Producers & Energy Traders - 0.1%

NRG Energy, Inc. (d)

845,788

18,049

The AES Corp.

2,394,497

27,273

45,322

Multi-Utilities - 1.3%

Ameren Corp.

901,189

29,487

CenterPoint Energy, Inc.

1,587,063

32,360

CMS Energy Corp.

966,806

22,304

Consolidated Edison, Inc.

1,087,897

65,948

Dominion Resources, Inc.

2,122,647

111,397

DTE Energy Co.

631,826

36,899

Integrys Energy Group, Inc.

289,397

15,625

NiSource, Inc. (d)

1,055,167

25,683

PG&E Corp.

1,568,570

68,092

Public Service Enterprise Group, Inc.

1,878,982

59,489

SCANA Corp.

432,348

20,476

Sempra Energy (d)

891,067

58,989

TECO Energy, Inc. (d)

801,518

13,914

Wisconsin Energy Corp.

855,951

32,492

593,155

TOTAL UTILITIES

1,663,227

TOTAL COMMON STOCKS

(Cost $32,789,237)


47,219,619

U.S. Treasury Obligations - 0.1%

Principal Amount (000s)

U.S. Treasury Bills, yield at date of purchase 0.11% to 0.14% 10/18/12 to 12/6/12 (e)
(Cost $31,992)

$ 32,000


31,994

Money Market Funds - 4.8%

Shares

Value (000s)

Fidelity Cash Central Fund, 0.17% (b)

374,497,942

$ 374,498

Fidelity Securities Lending Cash Central Fund, 0.18% (b)(c)

1,898,279,675

1,898,280

TOTAL MONEY MARKET FUNDS

(Cost $2,272,778)


2,272,778

TOTAL INVESTMENT PORTFOLIO - 103.8%

(Cost $35,094,007)

49,524,391

NET OTHER ASSETS (LIABILITIES) - (3.8)%

(1,797,448)

NET ASSETS - 100%

$ 47,726,943

Futures Contracts

Expiration Date

Underlying Face Amount at Value (000s)

Unrealized Appreciation/
(Depreciation) (000s)

Purchased

Equity Index Contracts

770 CME E-mini S&P 500 Index Contracts

Sept. 2012

$ 54,096

$ 3,188

1,294 CME S&P 500 Index Contracts

Sept. 2012

454,550

11,642

TOTAL EQUITY INDEX CONTRACTS

$ 508,646

$ 14,830

The face value of futures purchased as a percentage of net assets is 1.1%

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements 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 or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $27,655,000.

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 425

Fidelity Securities Lending Cash Central Fund

3,418

Total

$ 3,843

Other Information

The following is a summary of the inputs used, as of August 31, 2012, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 5,194,674

$ 5,194,674

$ -

$ -

Consumer Staples

5,258,428

5,258,428

-

-

Energy

5,289,287

5,289,287

-

-

Financials

6,798,894

6,798,894

-

-

Health Care

5,567,311

5,567,311

-

-

Industrials

4,785,888

4,785,888

-

-

Information Technology

9,575,191

9,575,191

-

-

Materials

1,574,093

1,574,093

-

-

Telecommunication Services

1,512,626

1,512,626

-

-

Utilities

1,663,227

1,663,227

-

-

U.S. Government and Government Agency Obligations

31,994

-

31,994

-

Money Market Funds

2,272,778

2,272,778

-

-

Total Investments in Securities:

$ 49,524,391

$ 49,492,397

$ 31,994

$ -

Derivative Instruments:

Assets

Futures Contracts

$ 14,830

$ 14,830

$ -

$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of August 31, 2012. 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 (000s)

Asset

Liability

Equity Risk

Futures Contracts (a)

$ 14,830

$ -

Total Equity Risk

$ 14,830

$ -

(a) Reflects cumulative appreciation/(depreciation) on futures contracts as disclosed on the Schedule of Investments. Only the period end variation margin is separately disclosed on the Statement of Assets and Liabilities.

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

Semiannual Report


Financial Statements

Statement of Assets and Liabilities

 Amounts in thousands (except per-share amounts)

August 31, 2012 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $1,865,380) - See accompanying schedule:

Unaffiliated issuers (cost $32,821,229)

$ 47,251,613

Fidelity Central Funds (cost $2,272,778)

2,272,778

Total Investments (cost $35,094,007)

$ 49,524,391

Receivable for fund shares sold

42,939

Dividends receivable

114,224

Distributions receivable from Fidelity Central Funds

647

Receivable for daily variation margin on futures contracts

2,944

Receivable from investment adviser for expense reductions

367

Other receivables

1,045

Total assets

49,686,557

Liabilities

Payable for fund shares redeemed

57,570

Accrued management fee

990

Other affiliated payables

1,731

Other payables and accrued expenses

1,043

Collateral on securities loaned, at value

1,898,280

Total liabilities

1,959,614

Net Assets

$ 47,726,943

Net Assets consist of:

Paid in capital

$ 35,081,038

Undistributed net investment income

194,623

Accumulated undistributed net realized gain (loss) on investments

(1,993,932)

Net unrealized appreciation (depreciation) on investments

14,445,214

Net Assets

$ 47,726,943

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 Amounts in thousands (except per-share amounts)

August 31, 2012 (Unaudited)

Investor Class:
Net Asset Value
, offering price and redemption price
per share ($10,547,176 ÷ 210,900 shares)

$ 50.01

Fidelity Advantage Class:
Net Asset Value
, offering price and redemption price per share ($19,619,550 ÷ 392,278 shares)

$ 50.01

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($16,172,199 ÷ 323,336 shares)

$ 50.02

Fidelity Advantage Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,388,018 ÷ 27,751 shares)

$ 50.02

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

Semiannual Report

Statement of Operations

 Amounts in thousands Six months ended August 31, 2012 (Unaudited)

Investment Income

Dividends

$ 495,152

Interest

19

Income from Fidelity Central Funds

3,843

Total income

499,014

Expenses

Management fee

$ 5,733

Transfer agent fees

10,146

Independent trustees' compensation

154

Miscellaneous

62

Total expenses before reductions

16,095

Expense reductions

(2,146)

13,949

Net investment income (loss)

485,065

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

329,224

Futures contracts

36,682

Total net realized gain (loss)

365,906

Change in net unrealized appreciation (depreciation) on:

Investment securities

1,048,745

Futures contracts

(12,411)

Total change in net unrealized appreciation (depreciation)

1,036,334

Net gain (loss)

1,402,240

Net increase (decrease) in net assets resulting from operations

$ 1,887,305

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

 Amounts in thousands

Six months ended August 31, 2012 (Unaudited)

Year ended
February 29,
2012

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 485,065

$ 842,018

Net realized gain (loss)

365,906

346,325

Change in net unrealized appreciation (depreciation)

1,036,334

947,325

Net increase (decrease) in net assets resulting
from operations

1,887,305

2,135,668

Distributions to shareholders from net investment income

(435,886)

(823,248)

Share transactions - net increase (decrease)

1,293,489

194,063

Total increase (decrease) in net assets

2,744,908

1,506,483

Net Assets

Beginning of period

44,982,035

43,475,552

End of period (including undistributed net investment income of $194,623 and undistributed net investment income of $145,444, respectively)

$ 47,726,943

$ 44,982,035

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

Semiannual Report

Financial Highlights - Investor Class

Six months ended August 31, 2012

Years ended February 28,

(Unaudited)

2012 I

2011

2010

2009

2008 I

Selected Per-Share Data

Net asset value, beginning of period

$ 48.49

$ 47.09

$ 39.19

$ 26.10

$ 47.20

$ 49.94

Income from Investment Operations

Net investment income (loss) D

  .51

  .89

  .81

  .75

  .95

  .99

Net realized and unrealized gain (loss)

  1.46

  1.40

  7.88

  13.12

  (21.09)

  (2.71)

Total from investment operations

  1.97

  2.29

  8.69

  13.87

  (20.14)

  (1.72)

Distributions from net investment income

  (.45)

  (.89)

  (.79)

  (.78)

  (.96)

  (.97)

Distributions from net realized gain

  -

  -

  -

  -

  -

  (.05)

Total distributions

  (.45)

  (.89)

  (.79)

  (.78)

  (.96)

  (1.02)

Net asset value, end of period

$ 50.01

$ 48.49

$ 47.09

$ 39.19

$ 26.10

$ 47.20

Total Return B,C

  4.10%

  5.04%

  22.47%

  53.68%

  (43.35)%

  (3.66)%

Ratios to Average Net Assets E,G

Expenses before reductions

  .10% A

  .10%

  .10%

  .10%

  .10%

  .10%

Expenses net of fee waivers, if any

  .10% A,J

  .10%

  .10%

  .10%

  .10%

  .10%

Expenses net of all reductions

  .10% A,J

  .10%

  .10%

  .10%

  .10%

  .09%

Net investment income (loss)

  2.08% A

  1.96%

  1.94%

  2.14%

  2.36%

  1.90%

Supplemental Data

Net assets, end of period (in millions)

$ 10,547

$ 13,407

$ 27,881

$ 23,666

$ 11,363

$ 20,102

Portfolio turnover rate F

  3% A

  5% H

  4%

  11% H

  8%

  7%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

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

I For the year ended February 29.

J Amount represents .095%

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

Semiannual Report

Financial Highlights - Fidelity Advantage Class

Six months ended August 31, 2012

Years ended February 28,

(Unaudited)

2012 I

2011

2010

2009

2008 I

Selected Per-Share Data

Net asset value, beginning of period

$ 48.50

$ 47.10

$ 39.19

$ 26.11

$ 47.20

$ 49.94

Income from Investment Operations

Net investment income (loss) D

  .51

  .90

  .82

  .77

  .96

  1.00

Net realized and unrealized gain (loss)

  1.46

  1.40

  7.89

  13.10

  (21.08)

  (2.70)

Total from investment operations

  1.97

  2.30

  8.71

  13.87

  (20.12)

  (1.70)

Distributions from net investment income

  (.46)

  (.90)

  (.80)

  (.79)

  (.97)

  (.99)

Distributions from net realized gain

  -

  -

  -

  -

  -

  (.05)

Total distributions

  (.46)

  (.90)

  (.80)

  (.79)

  (.97)

  (1.04)

Net asset value, end of period

$ 50.01

$ 48.50

$ 47.10

$ 39.19

$ 26.11

$ 47.20

Total Return B,C

  4.10%

  5.07%

  22.53%

  53.67%

  (43.31)%

  (3.63)%

Ratios to Average Net Assets E,G

Expenses before reductions

  .07% A

  .07%

  .07%

  .07%

  .07%

  .07%

Expenses net of fee waivers, if any

  .06% A

  .07%

  .07%

  .07%

  .07%

  .07%

Expenses net of all reductions

  .06% A

  .07%

  .07%

  .07%

  .07%

  .06%

Net investment income (loss)

  2.12% A

  1.99%

  1.97%

  2.17%

  2.39%

  1.92%

Supplemental Data

Net assets, end of period (in millions)

$ 19,620

$ 16,230

$ 15,595

$ 12,455

$ 3,667

$ 6,304

Portfolio turnover rate F

  3% A

  5% H

  4%

  11% H

  8%

  7%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

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

I For the year ended February 29.

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

Semiannual Report

Financial Highlights - Institutional Class

Six months ended August 31, 2012

Years ended
February 28,

(Unaudited)

2012 G,J

Selected Per-Share Data

Net asset value, beginning of period

$ 48.50

$ 47.74

Income from Investment Operations

Net investment income (loss) D

  .52

  .79

Net realized and unrealized gain (loss)

  1.47

  .68

Total from investment operations

  1.99

  1.47

Distributions from net investment income

  (.47)

  (.71)

Net asset value, end of period

$ 50.02

$ 48.50

Total Return B,C

  4.13%

  3.25%

Ratios to Average Net Assets E,H

Expenses before reductions

  .05% A

  .05% A

Expenses net of fee waivers, if any

  .04% A

  .05% A

Expenses net of all reductions

  .04% A

  .05% A

Net investment income (loss)

  2.14% A

  2.19% A

Supplemental Data

Net assets, end of period (in millions)

$ 16,172

$ 14,629

Portfolio turnover rate F

  3% A

  5% I

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period May 4, 2011 (commencement of sale of shares) to February 29, 2012.

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

J For the year ended February 29.

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

Semiannual Report

Financial Highlights - Fidelity Advantage Institutional Class

Six months ended August 31, 2012

Years ended
February 28,

(Unaudited)

2012 G,J

Selected Per-Share Data

Net asset value, beginning of period

$ 48.50

$ 47.74

Income from Investment Operations

Net investment income (loss) D

  .52

  .81

Net realized and unrealized gain (loss)

  1.47

  .67

Total from investment operations

  1.99

  1.48

Distributions from net investment income

  (.47)

  (.72)

Net asset value, end of period

$ 50.02

$ 48.50

Total Return B,C

  4.14%

  3.27%

Ratios to Average Net Assets E,H

Expenses before reductions

  .03% A,K

  .03% A,K

Expenses net of fee waivers, if any

  .02% A

  .03% A,K

Expenses net of all reductions

  .02% A

  .03% A,K

Net investment income (loss)

  2.16% A

  2.24% A

Supplemental Data

Net assets, end of period (in millions)

$ 1,388

$ 716

Portfolio turnover rate F

  3% A

  5% I

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

G For the period May 4, 2011 (commencement of sale of shares) to February 29, 2012.

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

J For the year ended February 29.

K Amount represents .025%.

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

Semiannual Report


Notes to Financial Statements

For the period ended August 31, 2012 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Spartan 500 Index Fund (the Fund) is a fund of Fidelity Concord Street Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Investor Class, Fidelity Advantage Class, Institutional Class and Fidelity Advantage Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. The Fund offers conversion privileges between share classes to eligible shareholders. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security 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 vendor or broker to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and may include market or security 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 significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2.

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

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

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded 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 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 August 31, 2012, 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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

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

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

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

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

Book-tax differences are primarily due to futures transactions, market discount, foreign currency transactions, redemptions in kind, 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

$ 19,147,384

Gross unrealized depreciation

(4,806,901)

Net unrealized appreciation (depreciation) on securities and other investments

$ 14,340,483

Tax cost

$ 35,183,908

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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. At February 29, 2012, capital loss carryforwards were as follows:

Fiscal year of expiration

2016

$ (529,693)

2017

(854,750)

2019

(792,074)

Total with expiration

(2,176,517)

No expiration

Long-term

(74,031)

Total capital loss carryforward

$ (2,250,548)

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

4. 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 instrument 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

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 risks:

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 is minimal because of the protection provided by the exchange on which they trade.

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

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

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent 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 is included in daily variation margin on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Semiannual Report

4. Derivative Instruments - continued

Futures Contracts - continued

Any open futures contracts at period end are shown 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 at period end and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $36,682 and a change in net unrealized appreciation (depreciation) of $(12,411) related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $2,306,786 and $753,524, respectively.

Securities received in-kind through subscriptions totaled $377,765.

6. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is based on an annual rate of .025% of the Fund's average net assets. Under the management contract, FMR pays all other fund-level expenses, except the compensation of the independent Trustees and certain other expenses such as interest expense, including commitment fees.

In addition, under an expense contract, FMR pays class-level expenses as necessary so that the total expenses do not exceed certain amounts of each class' average net assets on an annual basis with certain exceptions, as noted in the following table:

Investor Class

.10%

Fidelity Advantage Class

.07%

Institutional Class

.05%

Fidelity Advantage Institutional Class

.025%

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class. FIIOC receives transfer agent fees at an annual rate of .075%, .045%, .035% and .015% of average net assets for Investor Class, Fidelity Advantage Class, Institutional Class and Fidelity Advantage Institutional Class, respectively. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. Under the expense contract, Institutional Class pays a portion of the transfer agent fees at an annual rate of .025% of average net assets and Fidelity Advantage Institutional Class does not pay transfer agent fees.

For the period, the total transfer agent fees paid by each applicable class were as follows:

Amount

Investor Class

$ 4,076

Fidelity Advantage Class

4,157

Institutional Class

1,913

$ 10,146

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $64 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings 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. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending

Semiannual Report

8. Security Lending - continued

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 $3,418.

9. Expense Reductions.

Effective February 1, 2012, FMR contractually agreed to reimburse the Fund 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, including commitment fees, are excluded from this reimbursement. This reimbursement will remain in place through April 30, 2013.

Expense
Limitations

Reimbursement
from adviser

Investor Class

.095%

$ 308

Fidelity Advantage Class

.060%

986

Institutional Class

.040%

817

Fidelity Advantage Institutional Class

.020%

35

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 management fee by one hundred and thirty six dollars.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
August 31,
2012

Year ended
February 29,
2012
A

From net investment income

Investor Class

$ 100,632

$ 405,868

Fidelity Advantage Class

175,554

264,009

Institutional Class

147,042

146,405

Fidelity Advantage Institutional Class

12,658

6,966

Total

$ 435,886

$ 823,248

A Distributions for Institutional Class and Fidelity Advantage Institutional Class are for the period May 4, 2011 (commencement of sale of shares) to February 29, 2012.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

11. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended August 31,
2012

Year ended
February 29,
2012
A

Six months ended August 31,
2012

Year ended
February 29,
2012
A

Investor Class

Shares sold

22,057

94,578

$ 1,071,600

$ 4,269,471

Reinvestment of distributions

1,992

8,848

96,898

397,869

Shares redeemed

(89,620)

(418,995)

(4,366,639)

(19,074,702)

Net increase (decrease)

(65,571)

(315,569)

$ (3,198,141)

$ (14,407,362)

Fidelity Advantage Class

Shares sold

87,991

133,837

$ 4,271,703

$ 6,254,732

Issued in exchange for shares of Congress Street

-

983

-

45,955

Issued in exchange of shares of Exchange

-

3,818

-

178,445

Reinvestment of distributions

3,337

5,335

162,141

238,952

Shares redeemed

(33,721)

(140,424)

(1,639,580)

(6,301,502)

Net increase (decrease)

57,607

3,549

$ 2,794,264

$ 416,582

Institutional Class

Shares sold

48,319

335,470

$ 2,351,133

$ 15,034,791

Reinvestment of distributions

3,025

3,423

147,042

146,405

Shares redeemed

(29,652)

(37,249)

(1,440,157)

(1,658,626)

Net increase (decrease)

21,692

301,644

$ 1,058,018

$ 13,522,570

Fidelity Advantage Institutional Class

Shares sold

14,446

16,270

$ 710,608

$ 729,075

Reinvestment of distributions

261

166

12,658

6,966

Shares redeemed

(1,729)

(1,663)

(83,918)

(73,768)

Net increase (decrease)

12,978

14,773

$ 639,348

$ 662,273

A Share transactions for Institutional Class and Fidelity Advantage Institutional Class are for the period May 4, 2011 (commencement of sale of shares) to February 29, 2012.

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.

Semiannual Report

13. Merger Information.

On April 15, 2011 the Fund acquired all of the assets and assumed all of the liabilities of the Fidelity Congress Street Fund and Fidelity Exchange Fund ("Target Funds") pursuant to an agreement and plan of reorganization approved by the Board of Trustees on October 13, 2010. The reorganization provides shareholders of the Target Funds access to a larger more diversified portfolio with similar investment strategies and lower expenses. The acquisition was accomplished by an exchange of 4,801 shares then outstanding of Fidelity Advantage Class of the Fund for 99 shares then outstanding (valued at $465.09 per share) of Fidelity Congress Street Fund, and 551 shares then outstanding (valued at $323.88 per share) of Fidelity Exchange Street Fund. The reorganization qualified as a tax-free reorganization for federal income tax purposes with no gain or loss recognized to the funds or their shareholders. Fidelity Congress Street Fund's net assets, including securities of $45,976 with unrealized appreciation of $32,369 and net other liabilities of $21, and Fidelity Exchange Street Fund's net assets, including securities of $178,427 with unrealized appreciation of $150,195 and net other assets of $18, were combined with the Fund's net assets of $43,105,406 for total net assets after the acquisition of $43,329,806.

Pro forma results of operations of the combined entity for the entire period ended February 29, 2012, as though the acquisition had occurred as of the beginning of the year (rather than on the actual acquisition date), are as follows:

Net investment income (loss)

$ 842,404

Total net realized gain (loss)

348,278

Total change in net unrealized appreciation (depreciation)

944,457

Net increase (decrease) in net assets resulting from operations

$ 2,135,139

Because the combined investment portfolios have been managed as a single portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of the acquired funds that have been included in the Fund's accompanying Statement of Operations since April 15, 2011.

Semiannual Report


Board Approval of Investment Advisory Contracts and Management Fees

Spartan 500 Index Fund

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

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

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

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

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization.

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

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

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

Semiannual Report

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

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Spartan 500 Index Fund

qaz233

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of Fidelity Advantage Class of the fund was in the first quartile for all the periods shown. The Board also noted that the investment performance of the fund was lower than its benchmark for all the periods shown, primarily because the fund bears fees, expenses, and brokerage commissions while the benchmark does not. In addition, the Board noted that the performance of the fund and benchmark may vary due to valuation differences. The Board considered that the variations in performance between the fund's classes reflect the variations in class expenses, which result in lower performance for the higher expense class. The Board also reviewed the fund's performance since inception as well as performance in the current year.

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

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

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 0% means that 100% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board. Because the vast majority of competitor funds' management fees do not cover non-management expenses, for a more meaningful comparison of management fees, the fund is compared on the basis of a hypothetical "net management fee," which is derived by subtracting payments made by FMR for "fund-level" non-management expenses (including pricing and bookkeeping fees and fees paid to non-affiliated custodians) from the fund's management fee. In this regard, the Board considered that net management fees can vary from year to year because of differences in "fund-level" non-management expenses. The Board noted, however, that FMR does not pay transfer agent fees or other "class-level" expenses under the fund's management contract.

Semiannual Report

Spartan 500 Index Fund

Semiannual Report

qaz235

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

Furthermore, the Board considered that it had approved an amended and restated management contract for the fund (effective February 1, 2011) that lowered the fund's management fee from 0.07% to 0.025%. The Board also considered that it had approved an amended and restated sub-advisory contract for the fund with Geode Capital Management, LLC (Geode) that lowered the sub-advisory fees that FMR pays to Geode. The Board considered that the chart reflects the fund's lower management fee for 2011, as if the lower fee were in effect for the entire year.

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

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Semiannual Report

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

The Board also considered that current contractual arrangements for the fund oblige FMR to pay all "class-level" expenses of each class of the fund to the extent necessary to limit total expenses, with certain exceptions, as follows: Fidelity Advantage Class: 0.07%; Fidelity Advantage Institutional Class: 0.025%; Institutional Class: 0.05%; and Investor Class: 0.10%. These contractual arrangements may not be increased without the approval of the Board and, with respect to Fidelity Advantage Class and Investor Class, the shareholders of the applicable class. The Board further considered that FMR contractually agreed to reimburse Fidelity Advantage Class, Fidelity Advantage Institutional Class, Institutional Class, and Investor Class of the fund to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of their respective average net assets, exceed 0.06%, 0.02%, 0.04%, and 0.095% through April 30, 2013.

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

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

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

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

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

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

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

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

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

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

Semiannual Report

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Geode Capital Management, LLC

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

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

U5I-U5A-USAN-1012
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