N-CSR 1 filing836.htm PRIMARY DOCUMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES


Investment Company Act file number   811-2105  


Fidelity Salem Street Trust

 (Exact name of registrant as specified in charter)


245 Summer St., Boston, Massachusetts  02210

 (Address of principal executive offices)       (Zip code)


Marc Bryant, Secretary

245 Summer St.

Boston, Massachusetts  02210

(Name and address of agent for service)



Registrant's telephone number, including area code:

617-563-7000



Date of fiscal year end:

July 31

 

 

Date of reporting period:

July 31, 2016


Item 1.

Reports to Stockholders





Fidelity® Real Estate Index Fund
(formerly Spartan® Real Estate Index Fund)

Investor Class and Premium Class
(formerly Fidelity Advantage® Class)



Annual Report

July 31, 2016




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts and Management Fees


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2016 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.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended July 31, 2016 Past 1 year Life of fundA 
Investor Class 20.54% 14.39% 
Premium Class 20.68% 14.55% 

 A From September 8, 2011


$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Real Estate Index Fund - Investor Class on September 8, 2011, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the Dow Jones U.S. Select Real Estate Securities Index℠ performed over the same period.


Period Ending Values

$19,322Fidelity® Real Estate Index Fund - Investor Class

$19,594Dow Jones U.S. Select Real Estate Securities Index℠

Management's Discussion of Fund Performance

Market Recap:  U.S. equities gained modestly for the year ending July 31, 2016, overcoming persistent concern about global economic growth, uncertainty regarding U.S. monetary policy and the U.K.’s late-June vote to leave the European Union, dubbed Brexit. The S&P 500® index rose 5.61%, with larger-cap, value-oriented stocks and defensive sectors shining brightest. Volatility peaked in the early weeks of 2016, as continued oil-price weakness and U.S.-dollar strength pushed the S&P 500® to its worst January since 2009. Markets then rose beginning in February amid U.S. job gains, a broad rally in energy and materials markets, global economic stimulus and perceived softening of monetary policy by the U.S. Federal Reserve. The June 23 Brexit vote surprised markets and resulted in a sharp two-day decline for stocks, followed by a rebound as investor sentiment shifted and remained positive through July 31. For the year, dividend-rich telecom services (+26%), utilities (+23%) and consumer staples (+12%) led the way amid strong investor demand for yield. Industrials (+10%) and information technology (+10%) also outperformed, as did materials (+8%), despite a weak commodities environment overall. Conversely, a strong run for real estate stocks couldn’t keep financials (-4%) from losing ground, as low interest rates continued to squeeze bank profits.

Comments from Patrick Waddell, Senior Portfolio Manager of the Geode Capital Management, LLC, investment management team:  For the year, the fund’s share classes produced strong gains that were about in line with the 20.92% increase of the Dow Jones U.S. Select Real Estate Securities Index℠. Real estate investment trusts (REITs) were propelled upward by strong performance in the industrial/office (+30%) and retail (+25%) sectors. Hotels (-5%) was the only segment that lost ground amid increased supply in certain high-demand markets. Prominent index constituents with weak absolute performance included Pebblebrook Hotel Trust (-24%), Host Hotels & Resorts (-4%) and DiamondRock Hospitality Company (-18%). In a strong market environment, however, there were many more gainers than losers. The leading performance impact came from Simon Property Group (+25%), a large operator of mall properties and by far the largest weighting in the index. Industrial REIT ProLogis also performed well, gaining about 39%, as warehouse operators benefited from a favorable business environment due to e-commerce growth. Other notable contributors this period included health care REITs Ventas (+37%) and Welltower (+22%), data-center owner Digital Realty Trust (+70%), and self-storage REIT Public Storage (+20%).

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

Investment Summary (Unaudited)

Top Ten Stocks as of July 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Simon Property Group, Inc. 10.1 9.9 
Public Storage 5.1 6.4 
Prologis, Inc. 4.1 3.6 
Welltower, Inc. 4.1 3.8 
Ventas, Inc. 3.7 3.1 
AvalonBay Communities, Inc. 3.7 4.0 
Equity Residential (SBI) 3.6 4.8 
Boston Properties, Inc. 3.1 3.1 
Vornado Realty Trust 2.7 2.7 
General Growth Properties, Inc. 2.7 2.8 
 42.9  

Top Five REIT Sectors as of July 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
REITs - Apartments 17.3 18.8 
REITs - Regional Malls 16.2 16.4 
REITs - Health Care 12.5 11.7 
REITs - Office Property 12.4 11.3 
REITs - Shopping Centers 10.3 10.0 

Asset Allocation (% of fund's net assets)

As of July 31, 2016 
   Stocks and Equity Futures 100.0% 


As of January 31, 2016 
   Stocks and Equity Futures 100.0% 


Investments July 31, 2016

Showing Percentage of Net Assets

Common Stocks - 99.6%   
 Shares Value 
Real Estate Investment Trusts - 99.6%   
REITs - Apartments - 17.3%   
American Campus Communities, Inc. 158,835 $8,588,208 
American Homes 4 Rent Class A 214,714 4,659,294 
Apartment Investment & Management Co. Class A 190,703 8,766,617 
AvalonBay Communities, Inc. 167,022 31,007,634 
Camden Property Trust (SBI) 105,939 9,491,075 
Colony Starwood Homes (a) 45,724 1,497,918 
Education Realty Trust, Inc. 80,450 3,872,863 
Equity Residential (SBI) 445,068 30,260,173 
Essex Property Trust, Inc. 79,674 18,634,155 
Mid-America Apartment Communities, Inc. 91,948 9,748,327 
Monogram Residential Trust, Inc. 203,052 2,174,687 
Post Properties, Inc. 65,130 4,141,617 
Silver Bay Realty Trust Corp. 43,182 778,140 
UDR, Inc. 325,291 12,110,584 
  145,731,292 
REITs - Diversified - 10.1%   
Apple Hospitality (REIT), Inc. 189,293 3,855,898 
Cousins Properties, Inc. 243,054 2,586,095 
Digital Realty Trust, Inc. (a) 178,782 18,675,568 
Duke Realty LP 421,255 12,127,931 
DuPont Fabros Technology, Inc. 90,622 4,334,450 
Forest City Realty Trust, Inc. 267,293 6,321,479 
Liberty Property Trust (SBI) 178,544 7,388,151 
NexPoint Residential Trust, Inc. 25,930 505,376 
PS Business Parks, Inc. 23,739 2,632,418 
TIER REIT, Inc. (a) 58,131 1,013,223 
Vornado Realty Trust 216,073 23,206,240 
Washington REIT (SBI) 88,831 3,046,015 
  85,692,844 
REITs - Health Care - 12.5%   
Care Capital Properties, Inc. 102,218 3,023,601 
HCP, Inc. 568,769 22,312,808 
Healthcare Realty Trust, Inc. 137,372 4,967,372 
LTC Properties, Inc. 46,169 2,471,427 
Senior Housing Properties Trust (SBI) 289,168 6,422,421 
Universal Health Realty Income Trust (SBI) 14,931 890,933 
Ventas, Inc. 411,741 31,358,195 
Welltower, Inc. (a) 434,709 34,485,465 
  105,932,222 
REITs - Hotels - 5.1%   
Ashford Hospitality Prime, Inc. 31,186 469,037 
Ashford Hospitality Trust, Inc. 99,038 590,266 
DiamondRock Hospitality Co. 244,566 2,401,638 
FelCor Lodging Trust, Inc. 155,728 988,873 
Hersha Hospitality Trust 53,621 1,013,437 
Hospitality Properties Trust (SBI) 184,538 5,888,608 
Host Hotels & Resorts, Inc. (a) 909,999 16,143,382 
LaSalle Hotel Properties (SBI) (a) 137,670 3,792,809 
Pebblebrook Hotel Trust 87,745 2,601,639 
RLJ Lodging Trust 151,977 3,607,934 
Sunstone Hotel Investors, Inc. 263,730 3,507,609 
Xenia Hotels & Resorts, Inc. 131,457 2,360,968 
  43,366,200 
REITs - Manufactured Homes - 1.7%   
Equity Lifestyle Properties, Inc. 97,859 8,047,924 
Sun Communities, Inc. 76,079 6,021,653 
  14,069,577 
REITs - Office Property - 12.4%   
Alexandria Real Estate Equities, Inc. (a) 89,956 10,102,059 
Boston Properties, Inc. 187,051 26,585,559 
Brandywine Realty Trust (SBI) 213,114 3,595,233 
Columbia Property Trust, Inc. 150,345 3,653,384 
Corporate Office Properties Trust (SBI) 115,256 3,453,070 
Douglas Emmett, Inc. 170,981 6,504,117 
Equity Commonwealth (b) 152,823 4,587,746 
First Potomac Realty Trust 70,739 715,171 
Franklin Street Properties Corp. 108,578 1,391,970 
Highwoods Properties, Inc. (SBI) 118,615 6,609,228 
Hudson Pacific Properties, Inc. 130,611 4,415,958 
Kilroy Realty Corp. 112,246 8,217,530 
Mack-Cali Realty Corp. 109,151 3,078,058 
New York (REIT), Inc. 200,959 1,917,149 
Parkway Properties, Inc. 99,309 1,724,997 
Piedmont Office Realty Trust, Inc. Class A 176,707 3,876,952 
SL Green Realty Corp. 122,058 14,380,874 
  104,809,055 
REITs - Regional Malls - 16.2%   
CBL & Associates Properties, Inc. 185,097 2,274,842 
General Growth Properties, Inc. 709,805 22,678,270 
Pennsylvania Real Estate Investment Trust (SBI) 84,595 2,152,097 
Simon Property Group, Inc. 376,765 85,540,724 
Tanger Factory Outlet Centers, Inc. 115,731 4,830,612 
Taubman Centers, Inc. 73,480 5,946,002 
The Macerich Co. 153,696 13,715,831 
  137,138,378 
REITs - Shopping Centers - 10.3%   
Acadia Realty Trust (SBI) 87,195 3,283,764 
Brixmor Property Group, Inc. 276,947 7,865,295 
Cedar Shopping Centers, Inc. 91,449 735,250 
DDR Corp. 373,769 7,378,200 
Equity One, Inc. 110,734 3,684,120 
Federal Realty Investment Trust (SBI) 86,339 14,651,728 
Kimco Realty Corp. 511,003 16,403,196 
Kite Realty Group Trust 101,512 3,086,980 
Ramco-Gershenson Properties Trust (SBI) 96,480 1,914,163 
Regency Centers Corp. 124,960 10,612,853 
Retail Opportunity Investments Corp. 129,464 2,955,663 
Saul Centers, Inc. 13,862 931,111 
Seritage Growth Properties (a) 17,952 898,677 
Urban Edge Properties 112,544 3,366,191 
Weingarten Realty Investors (SBI) 140,574 6,071,391 
WP Glimcher, Inc. 225,652 2,861,267 
  86,699,849 
REITs - Storage - 8.2%   
CubeSmart 216,168 6,422,351 
Extra Space Storage, Inc. 152,467 13,115,211 
National Storage Affiliates Trust 41,022 876,640 
Public Storage 179,455 42,875,389 
Sovran Self Storage, Inc. 56,434 5,777,149 
  69,066,740 
REITs - Warehouse/Industrial - 5.8%   
DCT Industrial Trust, Inc. 107,822 5,414,821 
EastGroup Properties, Inc. 39,184 2,884,726 
First Industrial Realty Trust, Inc. 142,285 4,193,139 
Prologis, Inc. 639,735 34,859,160 
Rexford Industrial Realty, Inc. 80,390 1,837,715 
  49,189,561 
TOTAL REAL ESTATE INVESTMENT TRUSTS  841,695,718 
TOTAL COMMON STOCKS   
Cost ($691,119,287)  841,695,718 
 Principal Amount Value 
U.S. Treasury Obligations - 0.1%   
U.S. Treasury Bills, yield at date of purchase 0.54% 3/2/17 (c)   
(Cost $249,205) 250,000 249,378 
 Shares Value 
Money Market Funds - 7.8%   
Fidelity Cash Central Fund, 0.42% (d) 6,647,700 $6,647,700 
Fidelity Securities Lending Cash Central Fund, 0.45% (d)(e) 59,503,225 59,503,225 
TOTAL MONEY MARKET FUNDS   
(Cost $66,150,925)  66,150,925 
TOTAL INVESTMENT PORTFOLIO - 107.5%   
(Cost $757,519,417)  908,096,021 
NET OTHER ASSETS (LIABILITIES) - (7.5)%  (63,194,737) 
NET ASSETS - 100%  $844,901,284 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
29 CME E-mini S&P 500 Index Contracts (United States) Sept. 2016 3,143,890 $167,373 

The face value of futures purchased as a percentage of Net Assets is 0.4%

Legend

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

 (b) Non-income producing

 (c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $115,711.

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

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


Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $13,413 
Fidelity Securities Lending Cash Central Fund 61,710 
Total $75,123 

Investment Valuation

The following is a summary of the inputs used, as of July 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Common Stocks $841,695,718 $841,695,718 $-- $-- 
U.S. Treasury Obligations 249,378 -- 249,378 -- 
Money Market Funds 66,150,925 66,150,925 -- -- 
Total Investments in Securities: $908,096,021 $907,846,643 $249,378 $-- 
Derivative Instruments:     
Assets     
Futures Contracts $167,373 $167,373 $-- $-- 
Total Assets $167,373 $167,373 $-- $-- 
Total Derivative Instruments: $167,373 $167,373 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of July 31, 2016. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type Value 
 Asset Liability 
Equity Risk   
Futures Contracts(a) $167,373 $0 
Total Equity Risk 167,373 
Total Value of Derivatives $167,373 $0 

 (a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. In the Statement of Assets and Liabilities, the period end daily variation margin is included in receivable or payable for daily variation margin for derivative instruments, and the net cumulative appreciation (depreciation) is included in net unrealized appreciation (depreciation).


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


Financial Statements

Statement of Assets and Liabilities

  July 31, 2016 
Assets   
Investment in securities, at value (including securities loaned of $58,449,244) — See accompanying schedule:
Unaffiliated issuers (cost $691,368,492) 
$841,945,096  
Fidelity Central Funds (cost $66,150,925) 66,150,925  
Total Investments (cost $757,519,417)  $908,096,021 
Cash  21,234 
Receivable for fund shares sold  2,741,621 
Dividends receivable  398,626 
Distributions receivable from Fidelity Central Funds  10,063 
Receivable for daily variation margin for derivative instruments  4,242 
Other receivables  293 
Total assets  911,272,100 
Liabilities   
Payable for investments purchased $6,329,148  
Payable for fund shares redeemed 474,304  
Accrued management fee 46,611  
Other affiliated payables 17,528  
Collateral on securities loaned, at value 59,503,225  
Total liabilities  66,370,816 
Net Assets  $844,901,284 
Net Assets consist of:   
Paid in capital  $685,516,892 
Undistributed net investment income  3,240,857 
Accumulated undistributed net realized gain (loss) on investments  5,399,558 
Net unrealized appreciation (depreciation) on investments  150,743,977 
Net Assets  $844,901,284 
Investor Class:   
Net Asset Value, offering price and redemption price per share ($38,444,428 ÷ 2,227,138 shares)  $17.26 
Premium Class:   
Net Asset Value, offering price and redemption price per share ($787,359,155 ÷ 45,560,442 shares)  $17.28 
Institutional Class:   
Net Asset Value, offering price and redemption price per share ($19,097,701 ÷ 1,104,882 shares)  $17.28 

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


Statement of Operations

  Year ended July 31, 2016 
Investment Income   
Dividends  $16,939,528 
Interest  897 
Income from Fidelity Central Funds  75,123 
Total income  17,015,548 
Expenses   
Management fee $816,594  
Transfer agent fees 330,530  
Independent trustees' fees and expenses 2,638  
Miscellaneous 1,273  
Total expenses before reductions 1,151,035  
Expense reductions (549,343) 601,692 
Net investment income (loss)  16,413,856 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 8,029,092  
Futures contracts (57,117)  
Total net realized gain (loss)  7,971,975 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
105,121,872  
Futures contracts 132,164  
Total change in net unrealized appreciation (depreciation)  105,254,036 
Net gain (loss)  113,226,011 
Net increase (decrease) in net assets resulting from operations  $129,639,867 

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


Statement of Changes in Net Assets

 Year ended July 31, 2016 Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $16,413,856 $11,422,753 
Net realized gain (loss) 7,971,975 (659,801) 
Change in net unrealized appreciation (depreciation) 105,254,036 19,441,596 
Net increase (decrease) in net assets resulting from operations 129,639,867 30,204,548 
Distributions to shareholders from net investment income (14,949,615) (10,423,355) 
Distributions to shareholders from net realized gain – (2,252,319) 
Total distributions (14,949,615) (12,675,674) 
Share transactions - net increase (decrease) 188,967,696 213,123,824 
Redemption fees 50,370 208,255 
Total increase (decrease) in net assets 303,708,318 230,860,953 
Net Assets   
Beginning of period 541,192,966 310,332,013 
End of period $844,901,284 $541,192,966 
Other Information   
Undistributed net investment income end of period $3,240,857 $2,318,395 

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


Financial Highlights — Fidelity Real Estate Index Fund Investor Class

Years ended July 31, 2016 2015 2014 2013 2012 A 
Selected Per–Share Data      
Net asset value, beginning of period $14.67 $13.59 $12.41 $11.93 $10.00 
Income from Investment Operations      
Net investment income (loss)B .38 .33 .29 .25 .20 
Net realized and unrealized gain (loss) 2.57 1.15 1.19 .48 1.86 
Total from investment operations 2.95 1.48 1.48 .73 2.06 
Distributions from net investment income (.36) (.32) (.27) (.22) (.13) 
Distributions from net realized gain – (.09) (.04) (.04) – 
Total distributions (.36) (.41) (.31) (.26) (.13) 
Redemption fees added to paid in capitalB C .01 .01 .01 C 
Net asset value, end of period $17.26 $14.67 $13.59 $12.41 $11.93 
Total ReturnD,E 20.54% 11.04% 12.38% 6.30% 20.84% 
Ratios to Average Net AssetsF,G      
Expenses before reductions .32% .33% .33% .33% .33%H 
Expenses net of fee waivers, if any .23% .23% .23% .25% .26%H 
Expenses net of all reductions .23% .23% .23% .25% .26%H 
Net investment income (loss) 2.53% 2.27% 2.33% 2.13% 1.98%H 
Supplemental Data      
Net assets, end of period (000 omitted) $38,444 $30,832 $12,888 $7,493 $19,998 
Portfolio turnover rateI 5% 12% 14% 44% 67%J 

 A For the period September 8, 2011 (commencement of operations) to July 31, 2012.

 B Calculated based on average shares outstanding during the period.

 C Amount represents less than $.005 per share.

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

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

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

 G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from 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 expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 H Annualized

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

 J Amount not annualized.


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


Financial Highlights — Fidelity Real Estate Index Fund Premium Class

Years ended July 31, 2016 2015 2014 2013 2012 A 
Selected Per–Share Data      
Net asset value, beginning of period $14.69 $13.60 $12.43 $11.94 $10.00 
Income from Investment Operations      
Net investment income (loss)B .40 .35 .31 .28 .21 
Net realized and unrealized gain (loss) 2.57 1.16 1.18 .48 1.87 
Total from investment operations 2.97 1.51 1.49 .76 2.08 
Distributions from net investment income (.38) (.34) (.28) (.24) (.14) 
Distributions from net realized gain – (.09) (.04) (.04) – 
Total distributions (.38) (.43) (.33)C (.28) (.14) 
Redemption fees added to paid in capitalB D .01 .01 .01 D 
Net asset value, end of period $17.28 $14.69 $13.60 $12.43 $11.94 
Total ReturnE,F 20.68% 11.26% 12.43% 6.53% 20.97% 
Ratios to Average Net AssetsG,H      
Expenses before reductions .18% .19% .19% .19% .19%I 
Expenses net of fee waivers, if any .09% .09% .09% .09% .12%I 
Expenses net of all reductions .09% .09% .09% .09% .12%I 
Net investment income (loss) 2.67% 2.41% 2.47% 2.28% 2.12%I 
Supplemental Data      
Net assets, end of period (000 omitted) $787,359 $496,878 $286,413 $155,140 $28,294 
Portfolio turnover rateJ 5% 12% 14% 44% 67%K 

 A For the period September 8, 2011 (commencement of operations) to July 31, 2012.

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $.33 per share is comprised of distributions from net investment income of $.284 and distributions from net realized gain of $.041 per share.

 D Amount represents less than $.005 per share.

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

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

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

 H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from 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 expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 I Annualized

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

 K Amount not annualized.


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


Financial Highlights — Fidelity Real Estate Index Fund Institutional Class

Years ended July 31, 2016 2015 2014 2013 2012 A 
Selected Per–Share Data      
Net asset value, beginning of period $14.69 $13.60 $12.43 $11.94 $10.00 
Income from Investment Operations      
Net investment income (loss)B .41 .36 .32 .28 .20 
Net realized and unrealized gain (loss) 2.56 1.15 1.17 .48 1.88 
Total from investment operations 2.97 1.51 1.49 .76 2.08 
Distributions from net investment income (.38) (.34) (.29) (.24) (.14) 
Distributions from net realized gain – (.09) (.04) (.04) – 
Total distributions (.38) (.43) (.33) (.28) (.14) 
Redemption fees added to paid in capitalB C .01 .01 .01 C 
Net asset value, end of period $17.28 $14.69 $13.60 $12.43 $11.94 
Total ReturnD,E 20.71% 11.29% 12.46% 6.57% 20.99% 
Ratios to Average Net AssetsF,G      
Expenses before reductions .14% .15% .15% .15% .15%H 
Expenses net of fee waivers, if any .07% .07% .07% .07% .08%H 
Expenses net of all reductions .07% .07% .07% .07% .08%H 
Net investment income (loss) 2.69% 2.43% 2.49% 2.30% 2.16%H 
Supplemental Data      
Net assets, end of period (000 omitted) $19,098 $13,484 $11,030 $148 $139 
Portfolio turnover rateI 5% 12% 14% 44% 67%J 

 A For the period September 8, 2011 (commencement of operations) to July 31, 2012.

 B Calculated based on average shares outstanding during the period.

 C Amount represents less than $.005 per share.

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

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

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

 G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from 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 expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 H Annualized

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

 J Amount not annualized.


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


Notes to Financial Statements

For the period ended July 31, 2016

1. Organization.

Fidelity Real Estate Index Fund (the Fund) (formerly Spartan Real Estate Index Fund) is a non-diversified fund of Fidelity Salem 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, Premium Class (formerly Fidelity Advantage Class) and 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.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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

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 (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of July 31, 2016 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. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2016, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Book-tax differences are primarily due to futures transactions 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 $161,483,349 
Gross unrealized depreciation (13,505,009) 
Net unrealized appreciation (depreciation) on securities $147,978,340 
Tax Cost $760,117,681 

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

Undistributed ordinary income $3,240,855 
Undistributed long-term capital gain $8,165,197 
Net unrealized appreciation (depreciation) on securities and other investments $147,978,340 

The tax character of distributions paid was as follows:

 July 31, 2016 July 31, 2015 
Ordinary Income $14,949,615 $ 10,423,355 
Long-term Capital Gains – 2,252,319 
Total $14,949,615 $ 12,675,674 

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to .75% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Derivative Instruments.

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

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

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

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

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

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

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

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

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of volume of activity during 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 $(57,117) and a change in net unrealized appreciation (depreciation) of $132,164 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, aggregated $238,546,456 and $29,464,076, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. Effective July 1, 2016, the Board approved an amendment to the management contract to reduce the management fee from an annual rate of .14% to .07% of the Fund's average net assets. Under the management contract, the investment adviser pays all other fund-level expenses, except the compensation of the independent Trustees and certain other expenses such as interest expense, including commitment fees.

Effective July 1, 2016, the Board also approved an amendment to the expense contract. Under the expense contract, the investment adviser 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 .23% 
Premium Class .09% 
Institutional Class .07% 

Prior to July 1, 2016, the investment adviser paid class-level expenses of .33%, .19% and .15% for Investor Class, Premium Class and Institutional Class, respectively.

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 the investment adviser for providing these services.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class. FIIOC receives transfer agent fees at an annual rate of .21%, .11% and .035% of class-level average net assets for Investor Class, Premium Class and Institutional Class, respectively. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Effective July 1, 2016, under the amended expense contract, Investor Class and Premium Class pay a portion of the transfer agent fees at an annual rate of .16% and .02%, of class-level average net assets, respectively. Institutional Class will not pay a transfer agent fee. Prior to July 1, 2016, Investor Class, Premium Class and Institutional Class paid a portion of the transfer agent fees at an annual rate of .19%, .05% and .01% of class-level average net assets, respectively.

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

 Amount % of Class-Level Average Net Assets 
Investor Class $63,935 .19 
Premium Class 265,271 .05 
Institutional Class 1,324 .01 
 $330,530  

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

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,273 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $61,710.

9. Expense Reductions.

The investment adviser contractually agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

 Expense
Limitations(a) 
Reimbursement 
Investor Class .23% $31,015 
Premium Class .09% 507,641 
Institutional Class .07% 10,641 

 (a) Effective July 1, 2016, the expense limitations were discontinued.


In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $46.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
July 31, 2016 
Year ended July 31, 2015 
From net investment income   
Investor Class $783,713 $576,873 
Premium Class 13,798,744 9,302,198 
Institutional Class 367,158 544,284 
Total $14,949,615 $10,423,355 
From net realized gain   
Investor Class $– $121,766 
Premium Class – 2,036,764 
Institutional Class – 93,789 
Total $– $2,252,319 

11. Share Transactions.

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

 Shares Shares Dollars Dollars 
 Year ended
July 31, 2016 
Year ended July 31, 2015 Year ended
July 31, 2016 
Year ended July 31, 2015 
Investor Class     
Shares sold 3,361,459 5,533,585 $51,660,505 $82,439,512 
Reinvestment of distributions 48,895 44,175 719,656 636,562 
Shares redeemed (3,284,601) (4,425,075) (50,740,114) (66,605,301) 
Net increase (decrease) 125,753 1,152,685 $1,640,047 $16,470,773 
Premium Class     
Shares sold 19,422,058 24,485,884 $299,300,103 $366,174,180 
Reinvestment of distributions 864,240 733,471 12,737,257 10,555,202 
Shares redeemed (8,553,405) (12,451,331) (127,620,205) (181,720,041) 
Net increase (decrease) 11,732,893 12,768,024 $184,417,155 $195,009,341 
Institutional Class     
Shares sold 479,351 2,172,905 $7,318,127 $31,581,799 
Reinvestment of distributions 24,930 44,086 367,158 638,073 
Shares redeemed (317,208) (2,110,090) (4,774,791) (30,576,162) 
Net increase (decrease) 187,073 106,901 $2,910,494 $1,643,710 

12. Other.

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

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Salem Street Trust and Shareholders of Fidelity Real Estate Index Fund (formerly Spartan Real Estate Index Fund):

We have audited the accompanying statement of assets and liabilities of Fidelity Real Estate Index Fund (the Fund), a fund of Fidelity Salem Street Trust, including the schedule of investments, as of July 31, 2016, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2016, by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Real Estate Index Fund as of July 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
September 19, 2016

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Except for Jennifer Toolin McAuliffe and Mark A. Murray, each of the Trustees oversees 244 funds. Ms. McAuliffe and Mr. Murray each oversees 191 funds. 

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Abigail P. Johnson (1961)

Year of Election or Appointment: 2009

Trustee

Chairman of the Board of Trustees

Ms. Johnson also serves as Trustee of other Fidelity® funds. Ms. Johnson serves as President (2013-present) and Chief Executive Officer (2014-present) of FMR LLC (diversified financial services company), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (investment adviser firm, 2011-present), Chairman and Director of FMR (investment adviser firm, 2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc. (investment adviser firm), and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity® funds (2001-2005), and managed a number of Fidelity® funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

Jennifer Toolin McAuliffe (1959)

Year of Election or Appointment: 2016

Trustee

Ms. McAuliffe also serves as Trustee or Member of the Advisory Board of other Fidelity® funds. Ms. McAuliffe previously served as Co-Head of Fixed Income of Fidelity Investments Limited (now known as FIL Limited (FIL)) (diversified financial services company). Earlier roles at FIL included Director of Research for FIL’s credit and quantitative teams in London, Hong Kong and Tokyo. Ms. McAuliffe also was the Director of Research for taxable and municipal bonds at Fidelity Investments Money Management, Inc. Ms. McAuliffe is also a director or trustee of several not-for-profit entities.

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

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

Independent Trustees:

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

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

Elizabeth S. Acton (1951)

Year of Election or Appointment: 2013

Trustee

Ms. Acton also serves as Trustee of other Fidelity® funds. Prior to her retirement in April 2012, Ms. Acton was Executive Vice President, Finance (2011-2012), Executive Vice President, Chief Financial Officer (2002-2011), and Treasurer (2004-2005) of Comerica Incorporated (financial services). Prior to joining Comerica, Ms. Acton held a variety of positions at Ford Motor Company (1983-2002), including Vice President and Treasurer (2000-2002) and Executive Vice President and Chief Financial Officer of Ford Motor Credit Company (1998-2000). Ms. Acton currently serves as a member of the Board of Directors and Audit and Finance Committees of Beazer Homes USA, Inc. (homebuilding, 2012-present). Previously, Ms. Acton served as a Member of the Advisory Board of certain Fidelity® funds (2013-2016).

John Engler (1948)

Year of Election or Appointment: 2014

Trustee

Mr. Engler also serves as Trustee of other Fidelity® funds. He serves as president of the Business Roundtable (2011-present), and on the board of directors for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present) and K12 Inc. (technology-based education company, 2012-present). Previously, Mr. Engler served as a Member of the Advisory Board of certain Fidelity® funds (2014-2016), a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011), member of the Board of Trustees of the Annie E. Casey Foundation (2004-2015), and as governor of Michigan (1991-2003). He is a past chairman of the National Governors Association.

Albert R. Gamper, Jr. (1942)

Year of Election or Appointment: 2006

Trustee

Mr. Gamper also serves as Trustee of other Fidelity® funds. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), and Member of the Board of Trustees of Barnabas Health Care System (1997-present). Previously, Mr. Gamper served as Chairman (2012-2015) and Vice Chairman (2011-2012) of the Independent Trustees of certain Fidelity® funds and as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (1951)

Year of Election or Appointment: 2010

Trustee

Mr. Gartland also serves as Trustee of other Fidelity® funds. Mr. Gartland is Chairman and an investor in Gartland & Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (1947)

Year of Election or Appointment: 2008

Trustee

Vice Chairman of the Independent Trustees

Mr. Johnson also serves as Trustee of other Fidelity® funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation plc (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.

Michael E. Kenneally (1954)

Year of Election or Appointment: 2009

Trustee

Mr. Kenneally also serves as Trustee of other Fidelity® funds. Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management. Before joining Credit Suisse, he was an Executive Vice President and Chief Investment Officer for Bank of America Corporation. Earlier roles at Bank of America included Director of Research, Senior Portfolio Manager and Research Analyst, and Mr. Kenneally was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (1940)

Year of Election or Appointment: 2007

Trustee

Mr. Keyes also serves as Trustee of other Fidelity® funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (1946)

Year of Election or Appointment: 2001

Trustee

Chairman of the Independent Trustees

Ms. Knowles also serves as Trustee of other Fidelity® funds. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company (pipeline and tanker operations). Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Santa Catalina Island Company (real estate, 2009-present). Ms. Knowles is a Member of the Investment Company Institute Board of Governors and a Member of the Governing Council of the Independent Directors Council (2014-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002). Ms. Knowles previously served as Vice Chairman of the Independent Trustees of certain Fidelity® funds (2012-2015).

Mark A. Murray (1954)

Year of Election or Appointment: 2016

Trustee

Mr. Murray also serves as Trustee or Member of the Advisory Board of other Fidelity® funds. Mr. Murray is Vice Chairman (2013-present) of Meijer, Inc. (regional retail chain). Previously, Mr. Murray served as Co-Chief Executive Officer (2013-2016) and President (2006-2013) of Meijer, Inc. Mr. Murray serves as a member of the Board of Directors and Nuclear Review and Public Policy and Responsibility Committees of DTE Energy Company (diversified energy company, 2009-present). Mr. Murray also serves as a member of the Board of Directors of Spectrum Health (not-for-profit health system, 2015-present). Mr. Murray previously served as President of Grand Valley State University (2001-2006), Treasurer for the State of Michigan (1999-2001), Vice President of Finance and Administration for Michigan State University (1998-1999), and a member of the Board of Directors and Audit Committee and Chairman of the Nominating and Corporate Governance Committee of Universal Forest Products, Inc. (manufacturer and distributor of wood and wood-alternative products, 2004-2016). Mr. Murray is also a director or trustee of many community and professional organizations.

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

Advisory Board Members and Officers:

Correspondence intended for an officer may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

Mr. Bryant also serves as Secretary and CLO of other funds. Mr. Bryant serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company (investment adviser firm, 2015-present) and FMR Co., Inc. (investment adviser firm, 2015-present); Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2015-present) and Fidelity Investments Money Management, Inc. (investment adviser firm, 2015-present); and CLO of Fidelity Management & Research (Hong Kong) Limited and FMR Investment Management (U.K.) Limited (investment adviser firms, 2015-present) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and CLO of Fidelity Rutland Square Trust II (2010-2014) and Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds (2013-2015). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).

Jeffrey S. Christian (1961)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Christian also serves as Assistant Treasurer of other funds. Mr. Christian is an employee of Fidelity Investments (2003-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2013

President and Treasurer

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Mr. Goebel serves as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016-present). Previously, Mr. Goebel served as Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John F. Papandrea (1972)

Year of Election or Appointment: 2016

Anti-Money Laundering (AML) Officer

Mr. Papandrea also serves as AML Officer of other funds. Mr. Papandrea is Vice President of FMR LLC (diversified financial services company, 2008-present) and is an employee of Fidelity Investments (2005-present).

Jason P. Pogorelec (1975)

Year of Election or Appointment: 2015

Assistant Secretary

Mr. Pogorelec also serves as Assistant Secretary of other funds. Mr. Pogorelec serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2006-present).

Nancy D. Prior (1967)

Year of Election or Appointment: 2014

Vice President

Ms. Prior also serves as Vice President of other funds. Ms. Prior serves as a Director of FMR Investment Management (U.K.) Limited (investment adviser firm, 2015-present), President (2016-present) and Director (2014-present) of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm), President, Fixed Income (2014-present), Vice Chairman of FIAM LLC (investment adviser firm, 2014-present), and is an employee of Fidelity Investments (2002-present). Previously, Ms. Prior served as Vice President of Fidelity's Money Market Funds (2012-2014), President, Money Market and Short Duration Bond Group of Fidelity Management & Research (FMR) (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2013), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of certain Fidelity® funds (2008-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Assistant Treasurer

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

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Linda J. Wondrack (1964)

Year of Election or Appointment: 2016

Chief Compliance Officer

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc. (investment adviser firm), Fidelity Investments Money Management, Inc. (investment adviser firm), Fidelity Management & Research (U.K.) Inc. (investment adviser firm), Fidelity Management & Research (Hong Kong) (investment adviser firm), Fidelity Management & Research Company (investment adviser firm), FIAM LLC (investment adviser firm), and Strategic Advisers, Inc. (investment adviser firm), Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Chief Compliance Officer of certain Fidelity® funds (2014-2016) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2012-2016); Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Derek L. Young (1964)

Year of Election or Appointment: 2009

Vice President of Fidelity's Asset Allocation Funds

Mr. Young also serves as an officer of other funds. He is a Director of Strategic Advisers, Inc. (investment adviser firm, 2011-present) and FMR Investment Management (U.K.) Limited (investment adviser firm, 2016-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of FIAM LLC (investment adviser firm, 2011-present). Previously, Mr. Young served as Trustee of certain funds (2012-2015), President of Strategic Advisers, Inc. (2011-2015), Chief Investment Officer of GAA (2009-2011), and as a portfolio manager.

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including management fees 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 (February 1, 2016 to July 31, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
February 1, 2016 
Ending
Account Value
July 31, 2016 
Expenses Paid
During Period-B
February 1, 2016
to July 31, 2016 
Investor Class .23%    
Actual  $1,000.00 $1,202.50 $1.26 
Hypothetical-C  $1,000.00 $1,023.72 $1.16 
Premium Class .09%    
Actual  $1,000.00 $1,203.70 $.49 
Hypothetical-C  $1,000.00 $1,024.42 $.45 
Institutional Class .07%    
Actual  $1,000.00 $1,203.00 $.38 
Hypothetical-C  $1,000.00 $1,024.52 $.35 

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

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

 C 5% return per year before expenses


Distributions (Unaudited)

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

 Pay Date Record Date Dividends Capital Gains 
     
Investor Class 09/12/16 09/09/16 $0.07900 $0.158 
Premium Class 09/12/16 09/09/16 $0.08543 $0.158 
Institutional Class 09/12/16  09/09/16 $0.08635 $0.158 
  

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2016, $9,182,383, or, if subsequently determined to be different, the net capital gain of such year.

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

The fund will notify shareholders in January 2017 of amounts for use in preparing 2016 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Real Estate Index Fund

On July 14, 2016, the Board of Trustees, including the Independent Trustees (together, the Board), voted to ratify an amended and restated management contract (the Amended Contract) for the fund to decrease the management fees paid by the fund to Fidelity Management & Research Company (FMR), the fund's investment adviser, by 7 basis points. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information relevant to the approval of the Amended Contract.

Nature, Extent, and Quality of Services Provided. The Board noted that it previously received and considered materials relating to the nature, extent and quality of services provided by FMR and the sub-advisers to the fund, including the resources dedicated to investment management and support services, shareholder and administrative services, the benefits to shareholders of investment in a large fund family, and the investment performance of the fund in connection with the annual renewal of the fund's current management and sub-advisory agreements. At its September 2015 meeting, the Board concluded that the nature, extent and quality of the services provided to the fund under the existing management and sub-advisory agreements should benefit the fund's shareholders. The Board noted that approval of the Amended Contract would not change the fund's portfolio manager, the investment processes, the level or nature of services provided, the resources and personnel allocated or trading and compliance operations. The Board concluded that the nature, extent, and quality of services to be provided to the fund under the Amended Contract will continue to benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered that it received and reviewed information regarding the fund's management fee rate and total expense ratio compared to "mapped groups" of competitive funds and classes at the current management fee and expense levels in connection with the annual renewal of the management contract and sub-advisory agreements. Based on its review, the Board concluded at its September 2015 meeting that the fund's current management fee and total expenses are fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of the proposed management fee rate under the Amended Contract, the Board considered that the proposed fee rate is lower by 7 basis points than the current management fee rate. The Board also considered that the management fee rate would continue to rank below the median of its competitor funds based on the competitive mapped group data provided to the Board in connection with the annual renewal of the existing management contract. The Board also considered that FMR will retain its obligation to pay fund-level operating expenses, with certain limited exceptions, under the management contract.

In connection with its review of the fund's total expenses, the Board considered the effects of new contractual arrangements for the fund that 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: 0.23%: Investor; 0.09%: Premium; 0.07%: Institutional. The Board also considered that the total expense ratio for each class of the fund would continue to rank below the median of those funds and classes used by the Board for management fee comparisons that have a similar sales load structure based on the competitive mapped group data provided to the Board at its July 2016 meeting in connection with the annual renewal of the existing management contract and sub-advisory agreements

Based on its review, the Board concluded that the management fee and the total expenses continue to be fair and reasonable in light of the services that the fund receives and the other factors considered.

Costs of the Services and Profitability. The Board considered that it previously reviewed information regarding the revenues earned, the expenses incurred by FMR in providing services to the fund and the level of FMR's profitability. At its September 2015 meeting, the Board concluded that it was satisfied that the profitability of FMR in connection with the operation of the fund was not excessive. Because the Board was approving an arrangement under which the management fees were being reduced, the Board did not consider FMR's costs of services, revenues, or profitability to be significant factors in its decision to approve the Amended Contract.

Economies of Scale. The Board considered that it previously received and reviewed information regarding 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 a potential realization of any further economies of scale and that it concluded, at its September 2015 meeting, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity. In connection with the approval of the fund's Amended Contract, the Board did not consider economies of scale because the proposed fee arrangement lowers the fund's management fee and FMR will contractually limit expenses. The Board will continue to review economies of scale in connection with future renewals of the Amended Contract.

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 Amended Contract should be ratified and approved.





Fidelity Investments

URX-ANN-0916
1.929332.104


Fidelity® Real Estate Index Fund
(formerly Spartan® Real Estate Index Fund)

Institutional Class



Annual Report

July 31, 2016




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts and Management Fees


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. © 2016 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.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended July 31, 2016 Past 1 year Life of fundA 
Institutional Class 20.71% 14.58% 

 A From September 8, 2011


$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Real Estate Index Fund - Institutional Class on September 8, 2011, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the Dow Jones U.S. Select Real Estate Securities Index℠ performed over the same period.


Period Ending Values

$19,476Fidelity® Real Estate Index Fund - Institutional Class

$19,594Dow Jones U.S. Select Real Estate Securities Index℠

Management's Discussion of Fund Performance

Market Recap:  U.S. equities gained modestly for the year ending July 31, 2016, overcoming persistent concern about global economic growth, uncertainty regarding U.S. monetary policy and the U.K.’s late-June vote to leave the European Union, dubbed Brexit. The S&P 500® index rose 5.61%, with larger-cap, value-oriented stocks and defensive sectors shining brightest. Volatility peaked in the early weeks of 2016, as continued oil-price weakness and U.S.-dollar strength pushed the S&P 500® to its worst January since 2009. Markets then rose beginning in February amid U.S. job gains, a broad rally in energy and materials markets, global economic stimulus and perceived softening of monetary policy by the U.S. Federal Reserve. The June 23 Brexit vote surprised markets and resulted in a sharp two-day decline for stocks, followed by a rebound as investor sentiment shifted and remained positive through July 31. For the year, dividend-rich telecom services (+26%), utilities (+23%) and consumer staples (+12%) led the way amid strong investor demand for yield. Industrials (+10%) and information technology (+10%) also outperformed, as did materials (+8%), despite a weak commodities environment overall. Conversely, a strong run for real estate stocks couldn’t keep financials (-4%) from losing ground, as low interest rates continued to squeeze bank profits.

Comments from Patrick Waddell, Senior Portfolio Manager of the Geode Capital Management, LLC, investment management team:  For the year, the fund’s share classes produced strong gains that were about in line with the 20.92% increase of the Dow Jones U.S. Select Real Estate Securities Index℠. Real estate investment trusts (REITs) were propelled upward by strong performance in the industrial/office (+30%) and retail (+25%) sectors. Hotels (-5%) was the only segment that lost ground amid increased supply in certain high-demand markets. Prominent index constituents with weak absolute performance included Pebblebrook Hotel Trust (-24%), Host Hotels & Resorts (-4%) and DiamondRock Hospitality Company (-18%). In a strong market environment, however, there were many more gainers than losers. The leading performance impact came from Simon Property Group (+25%), a large operator of mall properties and by far the largest weighting in the index. Industrial REIT ProLogis also performed well, gaining about 39%, as warehouse operators benefited from a favorable business environment due to e-commerce growth. Other notable contributors this period included health care REITs Ventas (+37%) and Welltower (+22%), data-center owner Digital Realty Trust (+70%), and self-storage REIT Public Storage (+20%).

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

Investment Summary (Unaudited)

Top Ten Stocks as of July 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Simon Property Group, Inc. 10.1 9.9 
Public Storage 5.1 6.4 
Prologis, Inc. 4.1 3.6 
Welltower, Inc. 4.1 3.8 
Ventas, Inc. 3.7 3.1 
AvalonBay Communities, Inc. 3.7 4.0 
Equity Residential (SBI) 3.6 4.8 
Boston Properties, Inc. 3.1 3.1 
Vornado Realty Trust 2.7 2.7 
General Growth Properties, Inc. 2.7 2.8 
 42.9  

Top Five REIT Sectors as of July 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
REITs - Apartments 17.3 18.8 
REITs - Regional Malls 16.2 16.4 
REITs - Health Care 12.5 11.7 
REITs - Office Property 12.4 11.3 
REITs - Shopping Centers 10.3 10.0 

Asset Allocation (% of fund's net assets)

As of July 31, 2016 
   Stocks and Equity Futures 100.0% 


As of January 31, 2016 
   Stocks and Equity Futures 100.0% 


Investments July 31, 2016

Showing Percentage of Net Assets

Common Stocks - 99.6%   
 Shares Value 
Real Estate Investment Trusts - 99.6%   
REITs - Apartments - 17.3%   
American Campus Communities, Inc. 158,835 $8,588,208 
American Homes 4 Rent Class A 214,714 4,659,294 
Apartment Investment & Management Co. Class A 190,703 8,766,617 
AvalonBay Communities, Inc. 167,022 31,007,634 
Camden Property Trust (SBI) 105,939 9,491,075 
Colony Starwood Homes (a) 45,724 1,497,918 
Education Realty Trust, Inc. 80,450 3,872,863 
Equity Residential (SBI) 445,068 30,260,173 
Essex Property Trust, Inc. 79,674 18,634,155 
Mid-America Apartment Communities, Inc. 91,948 9,748,327 
Monogram Residential Trust, Inc. 203,052 2,174,687 
Post Properties, Inc. 65,130 4,141,617 
Silver Bay Realty Trust Corp. 43,182 778,140 
UDR, Inc. 325,291 12,110,584 
  145,731,292 
REITs - Diversified - 10.1%   
Apple Hospitality (REIT), Inc. 189,293 3,855,898 
Cousins Properties, Inc. 243,054 2,586,095 
Digital Realty Trust, Inc. (a) 178,782 18,675,568 
Duke Realty LP 421,255 12,127,931 
DuPont Fabros Technology, Inc. 90,622 4,334,450 
Forest City Realty Trust, Inc. 267,293 6,321,479 
Liberty Property Trust (SBI) 178,544 7,388,151 
NexPoint Residential Trust, Inc. 25,930 505,376 
PS Business Parks, Inc. 23,739 2,632,418 
TIER REIT, Inc. (a) 58,131 1,013,223 
Vornado Realty Trust 216,073 23,206,240 
Washington REIT (SBI) 88,831 3,046,015 
  85,692,844 
REITs - Health Care - 12.5%   
Care Capital Properties, Inc. 102,218 3,023,601 
HCP, Inc. 568,769 22,312,808 
Healthcare Realty Trust, Inc. 137,372 4,967,372 
LTC Properties, Inc. 46,169 2,471,427 
Senior Housing Properties Trust (SBI) 289,168 6,422,421 
Universal Health Realty Income Trust (SBI) 14,931 890,933 
Ventas, Inc. 411,741 31,358,195 
Welltower, Inc. (a) 434,709 34,485,465 
  105,932,222 
REITs - Hotels - 5.1%   
Ashford Hospitality Prime, Inc. 31,186 469,037 
Ashford Hospitality Trust, Inc. 99,038 590,266 
DiamondRock Hospitality Co. 244,566 2,401,638 
FelCor Lodging Trust, Inc. 155,728 988,873 
Hersha Hospitality Trust 53,621 1,013,437 
Hospitality Properties Trust (SBI) 184,538 5,888,608 
Host Hotels & Resorts, Inc. (a) 909,999 16,143,382 
LaSalle Hotel Properties (SBI) (a) 137,670 3,792,809 
Pebblebrook Hotel Trust 87,745 2,601,639 
RLJ Lodging Trust 151,977 3,607,934 
Sunstone Hotel Investors, Inc. 263,730 3,507,609 
Xenia Hotels & Resorts, Inc. 131,457 2,360,968 
  43,366,200 
REITs - Manufactured Homes - 1.7%   
Equity Lifestyle Properties, Inc. 97,859 8,047,924 
Sun Communities, Inc. 76,079 6,021,653 
  14,069,577 
REITs - Office Property - 12.4%   
Alexandria Real Estate Equities, Inc. (a) 89,956 10,102,059 
Boston Properties, Inc. 187,051 26,585,559 
Brandywine Realty Trust (SBI) 213,114 3,595,233 
Columbia Property Trust, Inc. 150,345 3,653,384 
Corporate Office Properties Trust (SBI) 115,256 3,453,070 
Douglas Emmett, Inc. 170,981 6,504,117 
Equity Commonwealth (b) 152,823 4,587,746 
First Potomac Realty Trust 70,739 715,171 
Franklin Street Properties Corp. 108,578 1,391,970 
Highwoods Properties, Inc. (SBI) 118,615 6,609,228 
Hudson Pacific Properties, Inc. 130,611 4,415,958 
Kilroy Realty Corp. 112,246 8,217,530 
Mack-Cali Realty Corp. 109,151 3,078,058 
New York (REIT), Inc. 200,959 1,917,149 
Parkway Properties, Inc. 99,309 1,724,997 
Piedmont Office Realty Trust, Inc. Class A 176,707 3,876,952 
SL Green Realty Corp. 122,058 14,380,874 
  104,809,055 
REITs - Regional Malls - 16.2%   
CBL & Associates Properties, Inc. 185,097 2,274,842 
General Growth Properties, Inc. 709,805 22,678,270 
Pennsylvania Real Estate Investment Trust (SBI) 84,595 2,152,097 
Simon Property Group, Inc. 376,765 85,540,724 
Tanger Factory Outlet Centers, Inc. 115,731 4,830,612 
Taubman Centers, Inc. 73,480 5,946,002 
The Macerich Co. 153,696 13,715,831 
  137,138,378 
REITs - Shopping Centers - 10.3%   
Acadia Realty Trust (SBI) 87,195 3,283,764 
Brixmor Property Group, Inc. 276,947 7,865,295 
Cedar Shopping Centers, Inc. 91,449 735,250 
DDR Corp. 373,769 7,378,200 
Equity One, Inc. 110,734 3,684,120 
Federal Realty Investment Trust (SBI) 86,339 14,651,728 
Kimco Realty Corp. 511,003 16,403,196 
Kite Realty Group Trust 101,512 3,086,980 
Ramco-Gershenson Properties Trust (SBI) 96,480 1,914,163 
Regency Centers Corp. 124,960 10,612,853 
Retail Opportunity Investments Corp. 129,464 2,955,663 
Saul Centers, Inc. 13,862 931,111 
Seritage Growth Properties (a) 17,952 898,677 
Urban Edge Properties 112,544 3,366,191 
Weingarten Realty Investors (SBI) 140,574 6,071,391 
WP Glimcher, Inc. 225,652 2,861,267 
  86,699,849 
REITs - Storage - 8.2%   
CubeSmart 216,168 6,422,351 
Extra Space Storage, Inc. 152,467 13,115,211 
National Storage Affiliates Trust 41,022 876,640 
Public Storage 179,455 42,875,389 
Sovran Self Storage, Inc. 56,434 5,777,149 
  69,066,740 
REITs - Warehouse/Industrial - 5.8%   
DCT Industrial Trust, Inc. 107,822 5,414,821 
EastGroup Properties, Inc. 39,184 2,884,726 
First Industrial Realty Trust, Inc. 142,285 4,193,139 
Prologis, Inc. 639,735 34,859,160 
Rexford Industrial Realty, Inc. 80,390 1,837,715 
  49,189,561 
TOTAL REAL ESTATE INVESTMENT TRUSTS  841,695,718 
TOTAL COMMON STOCKS   
Cost ($691,119,287)  841,695,718 
 Principal Amount Value 
U.S. Treasury Obligations - 0.1%   
U.S. Treasury Bills, yield at date of purchase 0.54% 3/2/17 (c)   
(Cost $249,205) 250,000 249,378 
 Shares Value 
Money Market Funds - 7.8%   
Fidelity Cash Central Fund, 0.42% (d) 6,647,700 $6,647,700 
Fidelity Securities Lending Cash Central Fund, 0.45% (d)(e) 59,503,225 59,503,225 
TOTAL MONEY MARKET FUNDS   
(Cost $66,150,925)  66,150,925 
TOTAL INVESTMENT PORTFOLIO - 107.5%   
(Cost $757,519,417)  908,096,021 
NET OTHER ASSETS (LIABILITIES) - (7.5)%  (63,194,737) 
NET ASSETS - 100%  $844,901,284 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
29 CME E-mini S&P 500 Index Contracts (United States) Sept. 2016 3,143,890 $167,373 

The face value of futures purchased as a percentage of Net Assets is 0.4%

Legend

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

 (b) Non-income producing

 (c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $115,711.

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

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


Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $13,413 
Fidelity Securities Lending Cash Central Fund 61,710 
Total $75,123 

Investment Valuation

The following is a summary of the inputs used, as of July 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Common Stocks $841,695,718 $841,695,718 $-- $-- 
U.S. Treasury Obligations 249,378 -- 249,378 -- 
Money Market Funds 66,150,925 66,150,925 -- -- 
Total Investments in Securities: $908,096,021 $907,846,643 $249,378 $-- 
Derivative Instruments:     
Assets     
Futures Contracts $167,373 $167,373 $-- $-- 
Total Assets $167,373 $167,373 $-- $-- 
Total Derivative Instruments: $167,373 $167,373 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of July 31, 2016. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type Value 
 Asset Liability 
Equity Risk   
Futures Contracts(a) $167,373 $0 
Total Equity Risk 167,373 
Total Value of Derivatives $167,373 $0 

 (a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. In the Statement of Assets and Liabilities, the period end daily variation margin is included in receivable or payable for daily variation margin for derivative instruments, and the net cumulative appreciation (depreciation) is included in net unrealized appreciation (depreciation).


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


Financial Statements

Statement of Assets and Liabilities

  July 31, 2016 
Assets   
Investment in securities, at value (including securities loaned of $58,449,244) — See accompanying schedule:
Unaffiliated issuers (cost $691,368,492) 
$841,945,096  
Fidelity Central Funds (cost $66,150,925) 66,150,925  
Total Investments (cost $757,519,417)  $908,096,021 
Cash  21,234 
Receivable for fund shares sold  2,741,621 
Dividends receivable  398,626 
Distributions receivable from Fidelity Central Funds  10,063 
Receivable for daily variation margin for derivative instruments  4,242 
Other receivables  293 
Total assets  911,272,100 
Liabilities   
Payable for investments purchased $6,329,148  
Payable for fund shares redeemed 474,304  
Accrued management fee 46,611  
Other affiliated payables 17,528  
Collateral on securities loaned, at value 59,503,225  
Total liabilities  66,370,816 
Net Assets  $844,901,284 
Net Assets consist of:   
Paid in capital  $685,516,892 
Undistributed net investment income  3,240,857 
Accumulated undistributed net realized gain (loss) on investments  5,399,558 
Net unrealized appreciation (depreciation) on investments  150,743,977 
Net Assets  $844,901,284 
Investor Class:   
Net Asset Value, offering price and redemption price per share ($38,444,428 ÷ 2,227,138 shares)  $17.26 
Premium Class:   
Net Asset Value, offering price and redemption price per share ($787,359,155 ÷ 45,560,442 shares)  $17.28 
Institutional Class:   
Net Asset Value, offering price and redemption price per share ($19,097,701 ÷ 1,104,882 shares)  $17.28 

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


Statement of Operations

  Year ended July 31, 2016 
Investment Income   
Dividends  $16,939,528 
Interest  897 
Income from Fidelity Central Funds  75,123 
Total income  17,015,548 
Expenses   
Management fee $816,594  
Transfer agent fees 330,530  
Independent trustees' fees and expenses 2,638  
Miscellaneous 1,273  
Total expenses before reductions 1,151,035  
Expense reductions (549,343) 601,692 
Net investment income (loss)  16,413,856 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 8,029,092  
Futures contracts (57,117)  
Total net realized gain (loss)  7,971,975 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
105,121,872  
Futures contracts 132,164  
Total change in net unrealized appreciation (depreciation)  105,254,036 
Net gain (loss)  113,226,011 
Net increase (decrease) in net assets resulting from operations  $129,639,867 

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


Statement of Changes in Net Assets

 Year ended July 31, 2016 Year ended July 31, 2015 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $16,413,856 $11,422,753 
Net realized gain (loss) 7,971,975 (659,801) 
Change in net unrealized appreciation (depreciation) 105,254,036 19,441,596 
Net increase (decrease) in net assets resulting from operations 129,639,867 30,204,548 
Distributions to shareholders from net investment income (14,949,615) (10,423,355) 
Distributions to shareholders from net realized gain – (2,252,319) 
Total distributions (14,949,615) (12,675,674) 
Share transactions - net increase (decrease) 188,967,696 213,123,824 
Redemption fees 50,370 208,255 
Total increase (decrease) in net assets 303,708,318 230,860,953 
Net Assets   
Beginning of period 541,192,966 310,332,013 
End of period $844,901,284 $541,192,966 
Other Information   
Undistributed net investment income end of period $3,240,857 $2,318,395 

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


Financial Highlights — Fidelity Real Estate Index Fund Investor Class

Years ended July 31, 2016 2015 2014 2013 2012 A 
Selected Per–Share Data      
Net asset value, beginning of period $14.67 $13.59 $12.41 $11.93 $10.00 
Income from Investment Operations      
Net investment income (loss)B .38 .33 .29 .25 .20 
Net realized and unrealized gain (loss) 2.57 1.15 1.19 .48 1.86 
Total from investment operations 2.95 1.48 1.48 .73 2.06 
Distributions from net investment income (.36) (.32) (.27) (.22) (.13) 
Distributions from net realized gain – (.09) (.04) (.04) – 
Total distributions (.36) (.41) (.31) (.26) (.13) 
Redemption fees added to paid in capitalB C .01 .01 .01 C 
Net asset value, end of period $17.26 $14.67 $13.59 $12.41 $11.93 
Total ReturnD,E 20.54% 11.04% 12.38% 6.30% 20.84% 
Ratios to Average Net AssetsF,G      
Expenses before reductions .32% .33% .33% .33% .33%H 
Expenses net of fee waivers, if any .23% .23% .23% .25% .26%H 
Expenses net of all reductions .23% .23% .23% .25% .26%H 
Net investment income (loss) 2.53% 2.27% 2.33% 2.13% 1.98%H 
Supplemental Data      
Net assets, end of period (000 omitted) $38,444 $30,832 $12,888 $7,493 $19,998 
Portfolio turnover rateI 5% 12% 14% 44% 67%J 

 A For the period September 8, 2011 (commencement of operations) to July 31, 2012.

 B Calculated based on average shares outstanding during the period.

 C Amount represents less than $.005 per share.

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

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

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

 G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from 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 expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 H Annualized

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

 J Amount not annualized.


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


Financial Highlights — Fidelity Real Estate Index Fund Premium Class

Years ended July 31, 2016 2015 2014 2013 2012 A 
Selected Per–Share Data      
Net asset value, beginning of period $14.69 $13.60 $12.43 $11.94 $10.00 
Income from Investment Operations      
Net investment income (loss)B .40 .35 .31 .28 .21 
Net realized and unrealized gain (loss) 2.57 1.16 1.18 .48 1.87 
Total from investment operations 2.97 1.51 1.49 .76 2.08 
Distributions from net investment income (.38) (.34) (.28) (.24) (.14) 
Distributions from net realized gain – (.09) (.04) (.04) – 
Total distributions (.38) (.43) (.33)C (.28) (.14) 
Redemption fees added to paid in capitalB D .01 .01 .01 D 
Net asset value, end of period $17.28 $14.69 $13.60 $12.43 $11.94 
Total ReturnE,F 20.68% 11.26% 12.43% 6.53% 20.97% 
Ratios to Average Net AssetsG,H      
Expenses before reductions .18% .19% .19% .19% .19%I 
Expenses net of fee waivers, if any .09% .09% .09% .09% .12%I 
Expenses net of all reductions .09% .09% .09% .09% .12%I 
Net investment income (loss) 2.67% 2.41% 2.47% 2.28% 2.12%I 
Supplemental Data      
Net assets, end of period (000 omitted) $787,359 $496,878 $286,413 $155,140 $28,294 
Portfolio turnover rateJ 5% 12% 14% 44% 67%K 

 A For the period September 8, 2011 (commencement of operations) to July 31, 2012.

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $.33 per share is comprised of distributions from net investment income of $.284 and distributions from net realized gain of $.041 per share.

 D Amount represents less than $.005 per share.

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

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

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

 H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from 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 expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 I Annualized

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

 K Amount not annualized.


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


Financial Highlights — Fidelity Real Estate Index Fund Institutional Class

Years ended July 31, 2016 2015 2014 2013 2012 A 
Selected Per–Share Data      
Net asset value, beginning of period $14.69 $13.60 $12.43 $11.94 $10.00 
Income from Investment Operations      
Net investment income (loss)B .41 .36 .32 .28 .20 
Net realized and unrealized gain (loss) 2.56 1.15 1.17 .48 1.88 
Total from investment operations 2.97 1.51 1.49 .76 2.08 
Distributions from net investment income (.38) (.34) (.29) (.24) (.14) 
Distributions from net realized gain – (.09) (.04) (.04) – 
Total distributions (.38) (.43) (.33) (.28) (.14) 
Redemption fees added to paid in capitalB C .01 .01 .01 C 
Net asset value, end of period $17.28 $14.69 $13.60 $12.43 $11.94 
Total ReturnD,E 20.71% 11.29% 12.46% 6.57% 20.99% 
Ratios to Average Net AssetsF,G      
Expenses before reductions .14% .15% .15% .15% .15%H 
Expenses net of fee waivers, if any .07% .07% .07% .07% .08%H 
Expenses net of all reductions .07% .07% .07% .07% .08%H 
Net investment income (loss) 2.69% 2.43% 2.49% 2.30% 2.16%H 
Supplemental Data      
Net assets, end of period (000 omitted) $19,098 $13,484 $11,030 $148 $139 
Portfolio turnover rateI 5% 12% 14% 44% 67%J 

 A For the period September 8, 2011 (commencement of operations) to July 31, 2012.

 B Calculated based on average shares outstanding during the period.

 C Amount represents less than $.005 per share.

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

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

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

 G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from 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 expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

 H Annualized

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

 J Amount not annualized.


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


Notes to Financial Statements

For the period ended July 31, 2016

1. Organization.

Fidelity Real Estate Index Fund (the Fund) (formerly Spartan Real Estate Index Fund) is a non-diversified fund of Fidelity Salem 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, Premium Class (formerly Fidelity Advantage Class) and 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.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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

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 (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of July 31, 2016 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. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2016, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Book-tax differences are primarily due to futures transactions 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 $161,483,349 
Gross unrealized depreciation (13,505,009) 
Net unrealized appreciation (depreciation) on securities $147,978,340 
Tax Cost $760,117,681 

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

Undistributed ordinary income $3,240,855 
Undistributed long-term capital gain $8,165,197 
Net unrealized appreciation (depreciation) on securities and other investments $147,978,340 

The tax character of distributions paid was as follows:

 July 31, 2016 July 31, 2015 
Ordinary Income $14,949,615 $ 10,423,355 
Long-term Capital Gains – 2,252,319 
Total $14,949,615 $ 12,675,674 

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to .75% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Derivative Instruments.

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

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

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

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

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

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

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

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

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of volume of activity during 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 $(57,117) and a change in net unrealized appreciation (depreciation) of $132,164 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, aggregated $238,546,456 and $29,464,076, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. Effective July 1, 2016, the Board approved an amendment to the management contract to reduce the management fee from an annual rate of .14% to .07% of the Fund's average net assets. Under the management contract, the investment adviser pays all other fund-level expenses, except the compensation of the independent Trustees and certain other expenses such as interest expense, including commitment fees.

Effective July 1, 2016, the Board also approved an amendment to the expense contract. Under the expense contract, the investment adviser 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 .23% 
Premium Class .09% 
Institutional Class .07% 

Prior to July 1, 2016, the investment adviser paid class-level expenses of .33%, .19% and .15% for Investor Class, Premium Class and Institutional Class, respectively.

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 the investment adviser for providing these services.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class. FIIOC receives transfer agent fees at an annual rate of .21%, .11% and .035% of class-level average net assets for Investor Class, Premium Class and Institutional Class, respectively. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

Effective July 1, 2016, under the amended expense contract, Investor Class and Premium Class pay a portion of the transfer agent fees at an annual rate of .16% and .02%, of class-level average net assets, respectively. Institutional Class will not pay a transfer agent fee. Prior to July 1, 2016, Investor Class, Premium Class and Institutional Class paid a portion of the transfer agent fees at an annual rate of .19%, .05% and .01% of class-level average net assets, respectively.

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

 Amount % of Class-Level Average Net Assets 
Investor Class $63,935 .19 
Premium Class 265,271 .05 
Institutional Class 1,324 .01 
 $330,530  

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

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,273 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $61,710.

9. Expense Reductions.

The investment adviser contractually agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

 Expense
Limitations(a) 
Reimbursement 
Investor Class .23% $31,015 
Premium Class .09% 507,641 
Institutional Class .07% 10,641 

 (a) Effective July 1, 2016, the expense limitations were discontinued.


In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $46.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
July 31, 2016 
Year ended July 31, 2015 
From net investment income   
Investor Class $783,713 $576,873 
Premium Class 13,798,744 9,302,198 
Institutional Class 367,158 544,284 
Total $14,949,615 $10,423,355 
From net realized gain   
Investor Class $– $121,766 
Premium Class – 2,036,764 
Institutional Class – 93,789 
Total $– $2,252,319 

11. Share Transactions.

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

 Shares Shares Dollars Dollars 
 Year ended
July 31, 2016 
Year ended July 31, 2015 Year ended
July 31, 2016 
Year ended July 31, 2015 
Investor Class     
Shares sold 3,361,459 5,533,585 $51,660,505 $82,439,512 
Reinvestment of distributions 48,895 44,175 719,656 636,562 
Shares redeemed (3,284,601) (4,425,075) (50,740,114) (66,605,301) 
Net increase (decrease) 125,753 1,152,685 $1,640,047 $16,470,773 
Premium Class     
Shares sold 19,422,058 24,485,884 $299,300,103 $366,174,180 
Reinvestment of distributions 864,240 733,471 12,737,257 10,555,202 
Shares redeemed (8,553,405) (12,451,331) (127,620,205) (181,720,041) 
Net increase (decrease) 11,732,893 12,768,024 $184,417,155 $195,009,341 
Institutional Class     
Shares sold 479,351 2,172,905 $7,318,127 $31,581,799 
Reinvestment of distributions 24,930 44,086 367,158 638,073 
Shares redeemed (317,208) (2,110,090) (4,774,791) (30,576,162) 
Net increase (decrease) 187,073 106,901 $2,910,494 $1,643,710 

12. Other.

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

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Salem Street Trust and Shareholders of Fidelity Real Estate Index Fund (formerly Spartan Real Estate Index Fund):

We have audited the accompanying statement of assets and liabilities of Fidelity Real Estate Index Fund (the Fund), a fund of Fidelity Salem Street Trust, including the schedule of investments, as of July 31, 2016, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2016, by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Real Estate Index Fund as of July 31, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
September 19, 2016

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Except for Jennifer Toolin McAuliffe and Mark A. Murray, each of the Trustees oversees 244 funds. Ms. McAuliffe and Mr. Murray each oversees 191 funds. 

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Abigail P. Johnson (1961)

Year of Election or Appointment: 2009

Trustee

Chairman of the Board of Trustees

Ms. Johnson also serves as Trustee of other Fidelity® funds. Ms. Johnson serves as President (2013-present) and Chief Executive Officer (2014-present) of FMR LLC (diversified financial services company), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (investment adviser firm, 2011-present), Chairman and Director of FMR (investment adviser firm, 2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc. (investment adviser firm), and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity® funds (2001-2005), and managed a number of Fidelity® funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

Jennifer Toolin McAuliffe (1959)

Year of Election or Appointment: 2016

Trustee

Ms. McAuliffe also serves as Trustee or Member of the Advisory Board of other Fidelity® funds. Ms. McAuliffe previously served as Co-Head of Fixed Income of Fidelity Investments Limited (now known as FIL Limited (FIL)) (diversified financial services company). Earlier roles at FIL included Director of Research for FIL’s credit and quantitative teams in London, Hong Kong and Tokyo. Ms. McAuliffe also was the Director of Research for taxable and municipal bonds at Fidelity Investments Money Management, Inc. Ms. McAuliffe is also a director or trustee of several not-for-profit entities.

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

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

Independent Trustees:

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

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

Elizabeth S. Acton (1951)

Year of Election or Appointment: 2013

Trustee

Ms. Acton also serves as Trustee of other Fidelity® funds. Prior to her retirement in April 2012, Ms. Acton was Executive Vice President, Finance (2011-2012), Executive Vice President, Chief Financial Officer (2002-2011), and Treasurer (2004-2005) of Comerica Incorporated (financial services). Prior to joining Comerica, Ms. Acton held a variety of positions at Ford Motor Company (1983-2002), including Vice President and Treasurer (2000-2002) and Executive Vice President and Chief Financial Officer of Ford Motor Credit Company (1998-2000). Ms. Acton currently serves as a member of the Board of Directors and Audit and Finance Committees of Beazer Homes USA, Inc. (homebuilding, 2012-present). Previously, Ms. Acton served as a Member of the Advisory Board of certain Fidelity® funds (2013-2016).

John Engler (1948)

Year of Election or Appointment: 2014

Trustee

Mr. Engler also serves as Trustee of other Fidelity® funds. He serves as president of the Business Roundtable (2011-present), and on the board of directors for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present) and K12 Inc. (technology-based education company, 2012-present). Previously, Mr. Engler served as a Member of the Advisory Board of certain Fidelity® funds (2014-2016), a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011), member of the Board of Trustees of the Annie E. Casey Foundation (2004-2015), and as governor of Michigan (1991-2003). He is a past chairman of the National Governors Association.

Albert R. Gamper, Jr. (1942)

Year of Election or Appointment: 2006

Trustee

Mr. Gamper also serves as Trustee of other Fidelity® funds. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), and Member of the Board of Trustees of Barnabas Health Care System (1997-present). Previously, Mr. Gamper served as Chairman (2012-2015) and Vice Chairman (2011-2012) of the Independent Trustees of certain Fidelity® funds and as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (1951)

Year of Election or Appointment: 2010

Trustee

Mr. Gartland also serves as Trustee of other Fidelity® funds. Mr. Gartland is Chairman and an investor in Gartland & Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (1947)

Year of Election or Appointment: 2008

Trustee

Vice Chairman of the Independent Trustees

Mr. Johnson also serves as Trustee of other Fidelity® funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation plc (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.

Michael E. Kenneally (1954)

Year of Election or Appointment: 2009

Trustee

Mr. Kenneally also serves as Trustee of other Fidelity® funds. Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management. Before joining Credit Suisse, he was an Executive Vice President and Chief Investment Officer for Bank of America Corporation. Earlier roles at Bank of America included Director of Research, Senior Portfolio Manager and Research Analyst, and Mr. Kenneally was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (1940)

Year of Election or Appointment: 2007

Trustee

Mr. Keyes also serves as Trustee of other Fidelity® funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (1946)

Year of Election or Appointment: 2001

Trustee

Chairman of the Independent Trustees

Ms. Knowles also serves as Trustee of other Fidelity® funds. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company (pipeline and tanker operations). Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Santa Catalina Island Company (real estate, 2009-present). Ms. Knowles is a Member of the Investment Company Institute Board of Governors and a Member of the Governing Council of the Independent Directors Council (2014-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002). Ms. Knowles previously served as Vice Chairman of the Independent Trustees of certain Fidelity® funds (2012-2015).

Mark A. Murray (1954)

Year of Election or Appointment: 2016

Trustee

Mr. Murray also serves as Trustee or Member of the Advisory Board of other Fidelity® funds. Mr. Murray is Vice Chairman (2013-present) of Meijer, Inc. (regional retail chain). Previously, Mr. Murray served as Co-Chief Executive Officer (2013-2016) and President (2006-2013) of Meijer, Inc. Mr. Murray serves as a member of the Board of Directors and Nuclear Review and Public Policy and Responsibility Committees of DTE Energy Company (diversified energy company, 2009-present). Mr. Murray also serves as a member of the Board of Directors of Spectrum Health (not-for-profit health system, 2015-present). Mr. Murray previously served as President of Grand Valley State University (2001-2006), Treasurer for the State of Michigan (1999-2001), Vice President of Finance and Administration for Michigan State University (1998-1999), and a member of the Board of Directors and Audit Committee and Chairman of the Nominating and Corporate Governance Committee of Universal Forest Products, Inc. (manufacturer and distributor of wood and wood-alternative products, 2004-2016). Mr. Murray is also a director or trustee of many community and professional organizations.

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

Advisory Board Members and Officers:

Correspondence intended for an officer may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

Mr. Bryant also serves as Secretary and CLO of other funds. Mr. Bryant serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company (investment adviser firm, 2015-present) and FMR Co., Inc. (investment adviser firm, 2015-present); Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2015-present) and Fidelity Investments Money Management, Inc. (investment adviser firm, 2015-present); and CLO of Fidelity Management & Research (Hong Kong) Limited and FMR Investment Management (U.K.) Limited (investment adviser firms, 2015-present) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and CLO of Fidelity Rutland Square Trust II (2010-2014) and Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds (2013-2015). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).

Jeffrey S. Christian (1961)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Christian also serves as Assistant Treasurer of other funds. Mr. Christian is an employee of Fidelity Investments (2003-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2013

President and Treasurer

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Mr. Goebel serves as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016-present). Previously, Mr. Goebel served as Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John F. Papandrea (1972)

Year of Election or Appointment: 2016

Anti-Money Laundering (AML) Officer

Mr. Papandrea also serves as AML Officer of other funds. Mr. Papandrea is Vice President of FMR LLC (diversified financial services company, 2008-present) and is an employee of Fidelity Investments (2005-present).

Jason P. Pogorelec (1975)

Year of Election or Appointment: 2015

Assistant Secretary

Mr. Pogorelec also serves as Assistant Secretary of other funds. Mr. Pogorelec serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2006-present).

Nancy D. Prior (1967)

Year of Election or Appointment: 2014

Vice President

Ms. Prior also serves as Vice President of other funds. Ms. Prior serves as a Director of FMR Investment Management (U.K.) Limited (investment adviser firm, 2015-present), President (2016-present) and Director (2014-present) of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm), President, Fixed Income (2014-present), Vice Chairman of FIAM LLC (investment adviser firm, 2014-present), and is an employee of Fidelity Investments (2002-present). Previously, Ms. Prior served as Vice President of Fidelity's Money Market Funds (2012-2014), President, Money Market and Short Duration Bond Group of Fidelity Management & Research (FMR) (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2013), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of certain Fidelity® funds (2008-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Assistant Treasurer

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

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Linda J. Wondrack (1964)

Year of Election or Appointment: 2016

Chief Compliance Officer

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc. (investment adviser firm), Fidelity Investments Money Management, Inc. (investment adviser firm), Fidelity Management & Research (U.K.) Inc. (investment adviser firm), Fidelity Management & Research (Hong Kong) (investment adviser firm), Fidelity Management & Research Company (investment adviser firm), FIAM LLC (investment adviser firm), and Strategic Advisers, Inc. (investment adviser firm), Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Chief Compliance Officer of certain Fidelity® funds (2014-2016) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2012-2016); Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Derek L. Young (1964)

Year of Election or Appointment: 2009

Vice President of Fidelity's Asset Allocation Funds

Mr. Young also serves as an officer of other funds. He is a Director of Strategic Advisers, Inc. (investment adviser firm, 2011-present) and FMR Investment Management (U.K.) Limited (investment adviser firm, 2016-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of FIAM LLC (investment adviser firm, 2011-present). Previously, Mr. Young served as Trustee of certain funds (2012-2015), President of Strategic Advisers, Inc. (2011-2015), Chief Investment Officer of GAA (2009-2011), and as a portfolio manager.

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including management fees 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 (February 1, 2016 to July 31, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
February 1, 2016 
Ending
Account Value
July 31, 2016 
Expenses Paid
During Period-B
February 1, 2016
to July 31, 2016 
Investor Class .23%    
Actual  $1,000.00 $1,202.50 $1.26 
Hypothetical-C  $1,000.00 $1,023.72 $1.16 
Premium Class .09%    
Actual  $1,000.00 $1,203.70 $.49 
Hypothetical-C  $1,000.00 $1,024.42 $.45 
Institutional Class .07%    
Actual  $1,000.00 $1,203.00 $.38 
Hypothetical-C  $1,000.00 $1,024.52 $.35 

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

 B Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

 C 5% return per year before expenses


Distributions (Unaudited)

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

 Pay Date Record Date Dividends Capital Gains 
     
Investor Class 09/12/16 09/09/16 $0.07900 $0.158 
Premium Class 09/12/16 09/09/16 $0.08543 $0.158 
Institutional Class  09/12/16  09/09/16 $0.08635 $0.158 
  

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2016, $9,182,383, or, if subsequently determined to be different, the net capital gain of such year.

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

The fund will notify shareholders in January 2017 of amounts for use in preparing 2016 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Real Estate Index Fund

On July 14, 2016, the Board of Trustees, including the Independent Trustees (together, the Board), voted to ratify an amended and restated management contract (the Amended Contract) for the fund to decrease the management fees paid by the fund to Fidelity Management & Research Company (FMR), the fund's investment adviser, by 7 basis points. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information relevant to the approval of the Amended Contract.

Nature, Extent, and Quality of Services Provided. The Board noted that it previously received and considered materials relating to the nature, extent and quality of services provided by FMR and the sub-advisers to the fund, including the resources dedicated to investment management and support services, shareholder and administrative services, the benefits to shareholders of investment in a large fund family, and the investment performance of the fund in connection with the annual renewal of the fund's current management and sub-advisory agreements. At its September 2015 meeting, the Board concluded that the nature, extent and quality of the services provided to the fund under the existing management and sub-advisory agreements should benefit the fund's shareholders. The Board noted that approval of the Amended Contract would not change the fund's portfolio manager, the investment processes, the level or nature of services provided, the resources and personnel allocated or trading and compliance operations. The Board concluded that the nature, extent, and quality of services to be provided to the fund under the Amended Contract will continue to benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered that it received and reviewed information regarding the fund's management fee rate and total expense ratio compared to "mapped groups" of competitive funds and classes at the current management fee and expense levels in connection with the annual renewal of the management contract and sub-advisory agreements. Based on its review, the Board concluded at its September 2015 meeting that the fund's current management fee and total expenses are fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of the proposed management fee rate under the Amended Contract, the Board considered that the proposed fee rate is lower by 7 basis points than the current management fee rate. The Board also considered that the management fee rate would continue to rank below the median of its competitor funds based on the competitive mapped group data provided to the Board in connection with the annual renewal of the existing management contract. The Board also considered that FMR will retain its obligation to pay fund-level operating expenses, with certain limited exceptions, under the management contract.

In connection with its review of the fund's total expenses, the Board considered the effects of new contractual arrangements for the fund that 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: 0.23%: Investor; 0.09%: Premium; 0.07%: Institutional. The Board also considered that the total expense ratio for each class of the fund would continue to rank below the median of those funds and classes used by the Board for management fee comparisons that have a similar sales load structure based on the competitive mapped group data provided to the Board at its July 2016 meeting in connection with the annual renewal of the existing management contract and sub-advisory agreements

Based on its review, the Board concluded that the management fee and the total expenses continue to be fair and reasonable in light of the services that the fund receives and the other factors considered.

Costs of the Services and Profitability. The Board considered that it previously reviewed information regarding the revenues earned, the expenses incurred by FMR in providing services to the fund and the level of FMR's profitability. At its September 2015 meeting, the Board concluded that it was satisfied that the profitability of FMR in connection with the operation of the fund was not excessive. Because the Board was approving an arrangement under which the management fees were being reduced, the Board did not consider FMR's costs of services, revenues, or profitability to be significant factors in its decision to approve the Amended Contract.

Economies of Scale. The Board considered that it previously received and reviewed information regarding 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 a potential realization of any further economies of scale and that it concluded, at its September 2015 meeting, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity. In connection with the approval of the fund's Amended Contract, the Board did not consider economies of scale because the proposed fee arrangement lowers the fund's management fee and FMR will contractually limit expenses. The Board will continue to review economies of scale in connection with future renewals of the Amended Contract.

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 Amended Contract should be ratified and approved.





Fidelity Investments

URX-I-ANN-0916
1.929343.104


Fidelity® SAI Real Estate Index Fund

Offered exclusively to certain clients of the Adviser or its affiliates - not available for sale to the general public. Fidelity SAI is a product name of Fidelity® index funds dedicated to certain programs affiliated with Strategic Advisers, Inc.



Annual Report

July 31, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts and Management Fees


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-800-544-3455 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. © 2016 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.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Ten Stocks as of July 31, 2016

 % of fund's net assets 
Simon Property Group, Inc. 10.1 
Public Storage 5.1 
Prologis, Inc. 4.1 
Welltower, Inc. 4.1 
Ventas, Inc. 3.7 
AvalonBay Communities, Inc. 3.7 
Equity Residential (SBI) 3.6 
Boston Properties, Inc. 3.2 
Vornado Realty Trust 2.7 
General Growth Properties, Inc. 2.7 
 43.0 

Top Five REIT Sectors as of July 31, 2016

 % of fund's net assets 
REITs - Apartments 17.3 
REITs - Regional Malls 16.3 
REITs - Health Care 12.6 
REITs - Office Property 12.5 
REITs - Shopping Centers 10.1 

Asset Allocation (% of fund's net assets)

As of July 31, 2016 
   Stocks and Equity Futures 100.0% 


Investments July 31, 2016

Showing Percentage of Net Assets

Common Stocks - 99.7%   
 Shares Value 
Real Estate Investment Trusts - 99.7%   
REITs - Apartments - 17.3%   
American Campus Communities, Inc. 19,785 $1,069,775 
American Homes 4 Rent Class A 26,745 580,367 
Apartment Investment & Management Co. Class A 23,824 1,095,189 
AvalonBay Communities, Inc. 20,825 3,866,161 
Camden Property Trust (SBI) 13,237 1,185,903 
Colony Starwood Homes 5,695 186,568 
Education Realty Trust, Inc. 10,021 482,411 
Equity Residential (SBI) 55,492 3,772,901 
Essex Property Trust, Inc. 9,935 2,323,598 
Mid-America Apartment Communities, Inc. 11,480 1,217,110 
Monogram Residential Trust, Inc. 25,291 270,867 
Post Properties, Inc. 8,113 515,906 
Silver Bay Realty Trust Corp. 5,378 96,912 
UDR, Inc. 40,577 1,510,682 
  18,174,350 
REITs - Diversified - 10.1%   
Apple Hospitality (REIT), Inc. 23,578 480,284 
Cousins Properties, Inc. 30,274 322,115 
Digital Realty Trust, Inc. 22,288 2,328,204 
Duke Realty LP 52,578 1,513,721 
DuPont Fabros Technology, Inc. 11,287 539,857 
Forest City Realty Trust, Inc. 33,293 787,379 
Liberty Property Trust (SBI) 22,337 924,305 
NexPoint Residential Trust, Inc. 3,230 62,953 
PS Business Parks, Inc. 2,958 328,013 
TIER REIT, Inc. 7,241 126,211 
Vornado Realty Trust 26,956 2,895,074 
Washington REIT (SBI) 11,066 379,453 
  10,687,569 
REITs - Health Care - 12.6%   
Care Capital Properties, Inc. 12,732 376,613 
HCP, Inc. 70,909 2,781,760 
Healthcare Realty Trust, Inc. 17,134 619,565 
LTC Properties, Inc. 5,750 307,798 
Senior Housing Properties Trust (SBI) 36,018 799,960 
Universal Health Realty Income Trust (SBI) 1,860 110,986 
Ventas, Inc. 51,366 3,912,035 
Welltower, Inc. 54,229 4,301,987 
  13,210,704 
REITs - Hotels - 5.1%   
Ashford Hospitality Prime, Inc. 3,885 58,430 
Ashford Hospitality Trust, Inc. 12,336 73,523 
DiamondRock Hospitality Co. 30,463 299,147 
FelCor Lodging Trust, Inc. 19,398 123,177 
Hersha Hospitality Trust 6,679 126,233 
Hospitality Properties Trust (SBI) 23,103 737,217 
Host Hotels & Resorts, Inc. 113,580 2,014,909 
LaSalle Hotel Properties (SBI) 17,147 472,400 
Pebblebrook Hotel Trust 10,930 324,075 
RLJ Lodging Trust 18,930 449,398 
Sunstone Hotel Investors, Inc. 32,849 436,892 
Xenia Hotels & Resorts, Inc. 16,374 294,077 
  5,409,478 
REITs - Manufactured Homes - 1.7%   
Equity Lifestyle Properties, Inc. 12,189 1,002,423 
Sun Communities, Inc. 9,489 751,054 
  1,753,477 
REITs - Office Property - 12.5%   
Alexandria Real Estate Equities, Inc. 11,228 1,260,904 
Boston Properties, Inc. 23,350 3,318,736 
Brandywine Realty Trust (SBI) 26,545 447,814 
Columbia Property Trust, Inc. 18,726 455,042 
Corporate Office Properties Trust (SBI) 14,355 430,076 
Douglas Emmett, Inc. 21,297 810,138 
Equity Commonwealth (a) 19,035 571,431 
First Potomac Realty Trust 8,811 89,079 
Franklin Street Properties Corp. 13,524 173,378 
Highwoods Properties, Inc. (SBI) 14,774 823,207 
Hudson Pacific Properties, Inc. 16,316 551,644 
Kilroy Realty Corp. 14,030 1,027,136 
Mack-Cali Realty Corp. 13,595 383,379 
New York (REIT), Inc. 25,031 238,796 
Parkway Properties, Inc. 12,370 214,867 
Piedmont Office Realty Trust, Inc. Class A 22,223 487,573 
SL Green Realty Corp. 15,227 1,794,045 
  13,077,245 
REITs - Regional Malls - 16.3%   
CBL & Associates Properties, Inc. 23,055 283,346 
General Growth Properties, Inc. 88,510 2,827,895 
Pennsylvania Real Estate Investment Trust (SBI) 10,537 268,061 
Simon Property Group, Inc. 46,999 10,670,648 
Tanger Factory Outlet Centers, Inc. 14,415 601,682 
Taubman Centers, Inc. 9,153 740,661 
The Macerich Co. 19,174 1,711,088 
  17,103,381 
REITs - Shopping Centers - 10.1%   
Acadia Realty Trust (SBI) 10,860 408,988 
Brixmor Property Group, Inc. 34,510 980,084 
Cedar Shopping Centers, Inc. 11,391 91,584 
DDR Corp. 46,763 923,102 
Equity One, Inc. 13,793 458,893 
Federal Realty Investment Trust (SBI) 10,766 1,826,990 
Kimco Realty Corp. 63,743 2,046,150 
Kite Realty Group Trust 12,644 384,504 
Ramco-Gershenson Properties Trust (SBI) 12,017 238,417 
Regency Centers Corp. 15,564 1,321,851 
Retail Opportunity Investments Corp. 16,137 368,408 
Saul Centers, Inc. 1,726 115,935 
Seritage Growth Properties 2,237 111,984 
Urban Edge Properties 14,018 419,278 
Weingarten Realty Investors (SBI) 17,635 761,656 
WP Glimcher, Inc. 28,107 356,397 
  10,814,221 
REITs - Storage - 8.3%   
CubeSmart 26,925 799,942 
Extra Space Storage, Inc. 19,012 1,635,412 
National Storage Affiliates Trust 5,120 109,414 
Public Storage 22,386 5,348,463 
Sovran Self Storage, Inc. 7,029 719,559 
  8,612,790 
REITs - Warehouse/Industrial - 5.7%   
DCT Industrial Trust, Inc. 13,430 674,455 
EastGroup Properties, Inc. 4,881 359,339 
First Industrial Realty Trust, Inc. 17,723 522,297 
Prologis, Inc. 79,771 4,346,722 
Rexford Industrial Realty, Inc. 10,013 228,897 
  6,131,710 
TOTAL REAL ESTATE INVESTMENT TRUSTS  104,974,925 
Money Market Funds - 0.4%   
Fidelity Cash Central Fund, 0.42% (b)   
(Cost $431,667) 431,667 431,667 
TOTAL INVESTMENT PORTFOLIO - 100.1%   
(Cost $101,352,288)  105,406,592 
NET OTHER ASSETS (LIABILITIES) - (0.1)%  (112,029) 
NET ASSETS - 100%  $105,294,563 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
3 CME E-mini S&P 500 Index Contracts (United States) Sept. 2016 325,230 $11,200 

The face value of futures purchased as a percentage of Net Assets is 0.3%

Legend

 (a) Non-income producing

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


Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $2,252 
Total $2,252 

Investment Valuation

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

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of July 31, 2016. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type Value 
 Asset Liability 
Equity Risk   
Futures Contracts(a) $11,200 $0 
Total Equity Risk 11,200 
Total Value of Derivatives $11,200 $0 

 (a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. In the Statement of Assets and Liabilities, the period end daily variation margin is included in receivable or payable for daily variation margin for derivative instruments, and the net cumulative appreciation (depreciation) is included in net unrealized appreciation (depreciation).


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


Financial Statements

Statement of Assets and Liabilities

  July 31, 2016 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $100,920,621) 
$104,974,925  
Fidelity Central Funds (cost $431,667) 431,667  
Total Investments (cost $101,352,288)  $105,406,592 
Segregated cash with brokers for derivative instruments  16,800 
Dividends receivable  46,420 
Distributions receivable from Fidelity Central Funds  2,236 
Receivable for daily variation margin for derivative instruments  640 
Prepaid expenses  11,625 
Receivable from investment adviser for expense reductions  4,651 
Total assets  105,488,964 
Liabilities   
Payable for investments purchased $154,106  
Accrued management fee 5,207  
Other affiliated payables 5,578  
Other payables and accrued expenses 29,510  
Total liabilities  194,401 
Net Assets  $105,294,563 
Net Assets consist of:   
Paid in capital  $101,138,112 
Undistributed net investment income  71,100 
Accumulated undistributed net realized gain (loss) on investments  19,847 
Net unrealized appreciation (depreciation) on investments  4,065,504 
Net Assets, for 8,735,753 shares outstanding  $105,294,563 
Net Asset Value, offering price and redemption price per share ($105,294,563 ÷ 8,735,753 shares)  $12.05 

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


Statement of Operations

  For the period February 2, 2016 (commencement of operations) to July 31, 2016 
Investment Income   
Dividends  $84,476 
Income from Fidelity Central Funds  2,252 
Total income  86,728 
Expenses   
Management fee $5,736  
Transfer agent fees 5,910  
Accounting fees and expenses 172  
Custodian fees and expenses 648  
Independent trustees' fees and expenses  
Registration fees 10,990  
Audit 34,245  
Miscellaneous 386  
Total expenses before reductions 58,089  
Expense reductions (51,575) 6,514 
Net investment income (loss)  80,214 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 16,065  
Futures contracts 3,782  
Total net realized gain (loss)  19,847 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
4,054,304  
Futures contracts 11,200  
Total change in net unrealized appreciation (depreciation)  4,065,504 
Net gain (loss)  4,085,351 
Net increase (decrease) in net assets resulting from operations  $4,165,565 

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


Statement of Changes in Net Assets

 For the period
February
2, 2016
(commencement
of operations) to
July 31, 2016 
Increase (Decrease) in Net Assets  
Operations  
Net investment income (loss) $80,214 
Net realized gain (loss) 19,847 
Change in net unrealized appreciation (depreciation) 4,065,504 
Net increase (decrease) in net assets resulting from operations 4,165,565 
Distributions to shareholders from net investment income (9,114) 
Share transactions  
Proceeds from sales of shares 101,129,300 
Reinvestment of distributions 9,114 
Cost of shares redeemed (302) 
Net increase (decrease) in net assets resulting from share transactions 101,138,112 
Total increase (decrease) in net assets 105,294,563 
Net Assets  
Beginning of period – 
End of period $105,294,563 
Other Information  
Undistributed net investment income end of period $71,100 
Shares  
Sold 8,734,938 
Issued in reinvestment of distributions 844 
Redeemed (29) 
Net increase (decrease) 8,735,753 

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


Financial Highlights — Fidelity SAI Real Estate Index Fund

 Period ended July 31, 2016A 
Selected Per–Share Data  
Net asset value, beginning of period $10.00 
Income from Investment Operations  
Net investment income (loss)B .06 
Net realized and unrealized gain (loss) 2.08 
Total from investment operations 2.14 
Distributions from net investment income (.09) 
Net asset value, end of period $12.05 
Total ReturnC,D 21.52% 
Ratios to Average Net AssetsE,F  
Expenses before reductions .77%G 
Expenses net of fee waivers, if any .09%G 
Expenses net of all reductions .09%G 
Net investment income (loss) 1.06%G 
Supplemental Data  
Net assets, end of period (000 omitted) $105,295 
Portfolio turnover rateH 1%I 

 A For the period February 2, 2016 (commencement of operations) to July 31, 2016.

 B Calculated based on average shares outstanding during the period.

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

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

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

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

 G Annualized

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

 I Amount not annualized.


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


Notes to Financial Statements

For the period ended July 31, 2016

1. Organization.

Fidelity SAI Real Estate Index Fund (the Fund) is a fund of Fidelity Salem Street Trust (the Trust) and is authorized to issue an unlimited number of shares. Shares are offered exclusively to certain clients of Fidelity Management & Research Company (FMR) or its affiliates. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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 (NAV) each business day and are categorized as Level 1 in the hierarchy.

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

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2016, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

Book-tax differences are primarily due to futures contracts and losses deferred due to wash sales.

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

Gross unrealized appreciation $4,837,251 
Gross unrealized depreciation (783,482) 
Net unrealized appreciation (depreciation) on securities $4,053,769 
Tax Cost $101,352,823 

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

Undistributed ordinary income $77,848 
Undistributed long-term capital gain $24,835 
Net unrealized appreciation (depreciation) on securities and other investments $4,053,769 

The tax character of distributions paid was as follows:

 July 31, 2016 
Ordinary Income $9,114 

4. Derivative Instruments.

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

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

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

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

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

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

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

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

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of volume of activity during the period. Cash deposited to meet initial margin requirements is presented as segregated cash with brokers for derivative instruments in the Statement of Assets and Liabilities.

During the period the Fund recognized net realized gain (loss) of $3,782 and a change in net unrealized appreciation (depreciation) of $11,200 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, aggregated $101,052,380 and $117,136, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. Pursuant to the management contract and separate expense contract approved by the Board of Trustees effective July 1, 2016. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee that is based on an annual rate of .07% of the Fund's average net assets. Under the expense contract, total expenses of the Fidelity SAI Real Estate Index Fund are limited to an annual rate of .145% of the class' average net assets, with certain exceptions.

Prior to July 1, 2016, there was no expense contract in place and under the management contract the management fee was based on an annual rate of .12% of the Fund's average net assets. For the reporting period, the Fund's total annualized management fee rate was .08% of the Fund's average net assets.

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 the investment adviser for providing these services.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives an asset-based fee of .075% of the Fund's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

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

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

7. Committed Line of Credit.

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

8. Expense Reductions.

The investment adviser contractually agreed to reimburse the Fund to the extent annual operating expenses exceeded .09% of average net assets. This reimbursement will remain in place through September 30, 2017. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement. During the period this reimbursement reduced the Fund's expenses by $51,551.

In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $24.

9. Other.

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

At the end of the period, the Strategic Advisers Small-Mid Cap Fund was the owner of record of 99% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Salem Street Trust and Shareholders of Fidelity SAI Real Estate Index Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity SAI Real Estate Index Fund (the Fund), a fund of Fidelity Salem Street Trust, including the schedule of investments, as of July 31, 2016, and the related statement of operations, the statement of changes in net assets, and the financial highlights for the period from February 2, 2016 (commencement of operations) to July 31, 2016. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2016, by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity SAI Real Estate Index Fund as of July 31, 2016, and the results of its operations, the changes in its net assets, and the financial highlights for the period from February 2, 2016 (commencement of operations) to July 31, 2016 in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
September 21, 2016

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Except for Jennifer Toolin McAuliffe and Mark A. Murray, each of the Trustees oversees 244 funds. Ms. McAuliffe and Mr. Murray each oversees 191 funds. 

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

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-3455.

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

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

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

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

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

Interested Trustees*:

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

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

Abigail P. Johnson (1961)

Year of Election or Appointment: 2009

Trustee

Chairman of the Board of Trustees

Ms. Johnson also serves as Trustee of other Fidelity® funds. Ms. Johnson serves as President (2013-present) and Chief Executive Officer (2014-present) of FMR LLC (diversified financial services company), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (investment adviser firm, 2011-present), Chairman and Director of FMR (investment adviser firm, 2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc. (investment adviser firm), and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity® funds (2001-2005), and managed a number of Fidelity® funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

Jennifer Toolin McAuliffe (1959)

Year of Election or Appointment: 2016

Trustee

Ms. McAuliffe also serves as Trustee or Member of the Advisory Board of other Fidelity® funds. Ms. McAuliffe previously served as Co-Head of Fixed Income of Fidelity Investments Limited (now known as FIL Limited (FIL)) (diversified financial services company). Earlier roles at FIL included Director of Research for FIL’s credit and quantitative teams in London, Hong Kong and Tokyo. Ms. McAuliffe also was the Director of Research for taxable and municipal bonds at Fidelity Investments Money Management, Inc. Ms. McAuliffe is also a director or trustee of several not-for-profit entities.

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

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

Independent Trustees:

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

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

Elizabeth S. Acton (1951)

Year of Election or Appointment: 2013

Trustee

Ms. Acton also serves as Trustee of other Fidelity® funds. Prior to her retirement in April 2012, Ms. Acton was Executive Vice President, Finance (2011-2012), Executive Vice President, Chief Financial Officer (2002-2011), and Treasurer (2004-2005) of Comerica Incorporated (financial services). Prior to joining Comerica, Ms. Acton held a variety of positions at Ford Motor Company (1983-2002), including Vice President and Treasurer (2000-2002) and Executive Vice President and Chief Financial Officer of Ford Motor Credit Company (1998-2000). Ms. Acton currently serves as a member of the Board of Directors and Audit and Finance Committees of Beazer Homes USA, Inc. (homebuilding, 2012-present). Previously, Ms. Acton served as a Member of the Advisory Board of certain Fidelity® funds (2013-2016).

John Engler (1948)

Year of Election or Appointment: 2014

Trustee

Mr. Engler also serves as Trustee of other Fidelity® funds. He serves as president of the Business Roundtable (2011-present), and on the board of directors for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present) and K12 Inc. (technology-based education company, 2012-present). Previously, Mr. Engler served as a Member of the Advisory Board of certain Fidelity® funds (2014-2016), a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011), member of the Board of Trustees of the Annie E. Casey Foundation (2004-2015), and as governor of Michigan (1991-2003). He is a past chairman of the National Governors Association.

Albert R. Gamper, Jr. (1942)

Year of Election or Appointment: 2006

Trustee

Mr. Gamper also serves as Trustee of other Fidelity® funds. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), and Member of the Board of Trustees of Barnabas Health Care System (1997-present). Previously, Mr. Gamper served as Chairman (2012-2015) and Vice Chairman (2011-2012) of the Independent Trustees of certain Fidelity® funds and as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (1951)

Year of Election or Appointment: 2010

Trustee

Mr. Gartland also serves as Trustee of other Fidelity® funds. Mr. Gartland is Chairman and an investor in Gartland & Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (1947)

Year of Election or Appointment: 2008

Trustee

Vice Chairman of the Independent Trustees

Mr. Johnson also serves as Trustee of other Fidelity® funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation plc (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.

Michael E. Kenneally (1954)

Year of Election or Appointment: 2009

Trustee

Mr. Kenneally also serves as Trustee of other Fidelity® funds. Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management. Before joining Credit Suisse, he was an Executive Vice President and Chief Investment Officer for Bank of America Corporation. Earlier roles at Bank of America included Director of Research, Senior Portfolio Manager and Research Analyst, and Mr. Kenneally was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (1940)

Year of Election or Appointment: 2007

Trustee

Mr. Keyes also serves as Trustee of other Fidelity® funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (1946)

Year of Election or Appointment: 2001

Trustee

Chairman of the Independent Trustees

Ms. Knowles also serves as Trustee of other Fidelity® funds. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company (pipeline and tanker operations). Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Santa Catalina Island Company (real estate, 2009-present). Ms. Knowles is a Member of the Investment Company Institute Board of Governors and a Member of the Governing Council of the Independent Directors Council (2014-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002). Ms. Knowles previously served as Vice Chairman of the Independent Trustees of certain Fidelity® funds (2012-2015).

Mark A. Murray (1954)

Year of Election or Appointment: 2016

Trustee

Mr. Murray also serves as Trustee or Member of the Advisory Board of other Fidelity® funds. Mr. Murray is Vice Chairman (2013-present) of Meijer, Inc. (regional retail chain). Previously, Mr. Murray served as Co-Chief Executive Officer (2013-2016) and President (2006-2013) of Meijer, Inc. Mr. Murray serves as a member of the Board of Directors and Nuclear Review and Public Policy and Responsibility Committees of DTE Energy Company (diversified energy company, 2009-present). Mr. Murray also serves as a member of the Board of Directors of Spectrum Health (not-for-profit health system, 2015-present). Mr. Murray previously served as President of Grand Valley State University (2001-2006), Treasurer for the State of Michigan (1999-2001), Vice President of Finance and Administration for Michigan State University (1998-1999), and a member of the Board of Directors and Audit Committee and Chairman of the Nominating and Corporate Governance Committee of Universal Forest Products, Inc. (manufacturer and distributor of wood and wood-alternative products, 2004-2016). Mr. Murray is also a director or trustee of many community and professional organizations.

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

Advisory Board Members and Officers:

Correspondence intended for an officer may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

Mr. Bryant also serves as Secretary and CLO of other funds. Mr. Bryant serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company (investment adviser firm, 2015-present) and FMR Co., Inc. (investment adviser firm, 2015-present); Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2015-present) and Fidelity Investments Money Management, Inc. (investment adviser firm, 2015-present); and CLO of Fidelity Management & Research (Hong Kong) Limited and FMR Investment Management (U.K.) Limited (investment adviser firms, 2015-present) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and CLO of Fidelity Rutland Square Trust II (2010-2014) and Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds (2013-2015). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).

Jeffrey S. Christian (1961)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Christian also serves as Assistant Treasurer of other funds. Mr. Christian is an employee of Fidelity Investments (2003-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2013

President and Treasurer

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Mr. Goebel serves as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016-present). Previously, Mr. Goebel served as Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John F. Papandrea (1972)

Year of Election or Appointment: 2016

Anti-Money Laundering (AML) Officer

Mr. Papandrea also serves as AML Officer of other funds. Mr. Papandrea is Vice President of FMR LLC (diversified financial services company, 2008-present) and is an employee of Fidelity Investments (2005-present).

Jason P. Pogorelec (1975)

Year of Election or Appointment: 2015

Assistant Secretary

Mr. Pogorelec also serves as Assistant Secretary of other funds. Mr. Pogorelec serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2006-present).

Nancy D. Prior (1967)

Year of Election or Appointment: 2014

Vice President

Ms. Prior also serves as Vice President of other funds. Ms. Prior serves as a Director of FMR Investment Management (U.K.) Limited (investment adviser firm, 2015-present), President (2016-present) and Director (2014-present) of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm), President, Fixed Income (2014-present), Vice Chairman of FIAM LLC (investment adviser firm, 2014-present), and is an employee of Fidelity Investments (2002-present). Previously, Ms. Prior served as Vice President of Fidelity's Money Market Funds (2012-2014), President, Money Market and Short Duration Bond Group of Fidelity Management & Research (FMR) (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2013), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of certain Fidelity® funds (2008-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Assistant Treasurer

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

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Linda J. Wondrack (1964)

Year of Election or Appointment: 2016

Chief Compliance Officer

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc. (investment adviser firm), Fidelity Investments Money Management, Inc. (investment adviser firm), Fidelity Management & Research (U.K.) Inc. (investment adviser firm), Fidelity Management & Research (Hong Kong) (investment adviser firm), Fidelity Management & Research Company (investment adviser firm), FIAM LLC (investment adviser firm), and Strategic Advisers, Inc. (investment adviser firm), Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Chief Compliance Officer of certain Fidelity® funds (2014-2016) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2012-2016); Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Derek L. Young (1964)

Year of Election or Appointment: 2009

Vice President of Fidelity's Asset Allocation Funds

Mr. Young also serves as an officer of other funds. He is a Director of Strategic Advisers, Inc. (investment adviser firm, 2011-present) and FMR Investment Management (U.K.) Limited (investment adviser firm, 2016-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of FIAM LLC (investment adviser firm, 2011-present). Previously, Mr. Young served as Trustee of certain funds (2012-2015), President of Strategic Advisers, Inc. (2011-2015), Chief Investment Officer of GAA (2009-2011), and as a portfolio manager.

Shareholder Expense Example

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

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 2, 2016 to July 31, 2016). The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (February 1, 2016 to July 31, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
 
Ending
Account Value
July 31, 2016 
Expenses Paid
During Period 
Actual .09% $1,000.00 $1,215.20 .49B 
Hypothetical-C  $1,000.00 $1,024.42 .45D 

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

 B Actual expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/366 (to reflect the period February 2, 2016 to July 31, 2016).

 C 5% return per year before expenses

 D Hypothetical expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).


Distributions (Unaudited)

The Board of Trustees of Fidelity SAI Real Estate Index Fund voted to pay on September 12, 2016, to shareholders of record at the opening of business on September 9, 2016 a distribution of $0.005 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.026 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2016, $24,835, or, if subsequently determined to be different, the net capital gain of such year.

A total of 0.58% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund will notify shareholders in January 2017 of amounts for use in preparing 2016 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity SAI Real Estate Index Fund

On September 17, 2015, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund, including the fund's sub-advisory agreement with Geode Capital Management, LLC (Geode). The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information.

Nature, Extent, and Quality of Services Provided.  The Board considered staffing as it relates to the fund, including the backgrounds of investment personnel of Fidelity and Geode, and also considered the fund's investment objective, strategies, and related investment philosophy. The Board considered the structure of the portfolio manager compensation programs 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 reviewed the general qualifications and capabilities of Fidelity's and Geode's investment staff, including its size, education, experience, and resources, as well as Fidelity's and Geode's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. Additionally, in its deliberations, the Board considered Fidelity's and Geode's trading, risk management, and compliance capabilities and resources, which are integral parts of the investment management process.

Shareholder and Administrative Services.  The Board considered the nature, extent, quality, and cost of advisory, administrative, and shareholder services to be performed by FMR, the sub-advisers (together with FMR, the Investment Advisers), and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund. The Board also considered the nature and extent of the supervision of third party service providers, principally custodians and subcustodians.

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

Investment Performance.  The fund is a new fund and therefore had no historical performance for the Board to review at the time it approved the fund's Advisory Contracts. The Board considered Geode's experience in managing other index funds under the Board's supervision.

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

Competitiveness of Management Fee and Total Expense Ratio  The Board considered the fund's proposed management fee and the projected total expense ratio of the fund after the effect of the contractual expense cap referred to in the next paragraph in reviewing the Advisory Contracts. The Board noted that the fund's proposed management fee rate is lower than the median fee rate of funds with similar Lipper investment objective categories and comparable investment mandates, regardless of whether their management fee structures are comparable and that the management and sub-advisory fee rates paid by other Fidelity equity index funds had been considered in proposing the management fee rate for the fund. The Board also considered that the projected total expense ratio of the fund is below the median expense ratio of those funds and classes used by the Board for management fee comparisons that have a similar sales load structure.

The Board also noted that FMR had contractually agreed to reimburse the fund through September 30, 2017 to the extent total operating expenses (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of its average net assets exceed 0.09%.

Based on its review, the Board concluded that the fund's management fee and projected total expense ratio were reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Costs of the Services and Profitability.  The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contracts. In connection with its future renewal of the fund's Advisory Contracts, the Board will consider the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

Economies of Scale.  The Board will consider economies of scale when there is operating experience to permit assessment thereof. It noted that, notwithstanding the entrepreneurial risk associated with a new fund, the management fee was at a level normally associated, by comparison with competitors, with very high fund net assets, and Fidelity asserted to the Board that the level of the fee anticipated economies of scale at lower asset levels even before, if ever, economies of scale are achieved. The Board also noted that the fund and its shareholders would have access to the very considerable number and variety of services available through Fidelity and its affiliates.

Additional Information Considered by the Board:  The Board also received information explaining that the fund's investments will be chosen using an investment discipline developed by Geode, the sub-adviser to Fidelity's equity index funds.

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

Board Approval of Investment Advisory Contracts

Fidelity SAI Real Estate Index Fund

On July 14, 2016, the Board of Trustees, including the Independent Trustees (together, the Board), voted to ratify an amended and restated management contract (the Amended Contract) for the fund to decrease the management fees paid by the fund to Fidelity Management & Research Company (FMR), the fund's investment adviser, by 5 basis points. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information relevant to the approval of the Amended Contract.

Nature, Extent, and Quality of Services Provided.  The Board noted that it previously received and considered materials relating to the nature, extent and quality of services provided by FMR and the sub-advisers to the fund, including the resources dedicated to investment management and support services, shareholder and administrative services, and the benefits to shareholders of investment in a large fund family, in connection with the approval of the fund's current management and sub-advisory agreements. At its September 2015 meeting, the Board concluded that the nature, extent and quality of the services to be provided to the fund under the management and sub-advisory agreements should benefit the fund's shareholders. The Board noted that approval of the Amended Contract would not change the fund's portfolio manager, the investment processes, the level or nature of services provided, the resources and personnel allocated or trading and compliance operations. The Board concluded that the nature, extent, and quality of services to be provided to the fund under the Amended Contract will continue to benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio  The Board considered that it received and reviewed information regarding the fund’s management fee rate and total expense ratio compared to “mapped groups” of competitive funds and classes at the current management fee and expense levels in connection with the approval of the management contract and sub-advisory agreements. Based on its review, the Board concluded at its September 2015 meeting that the fund’s management fee and projected total expense ratio were reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

In its review of the proposed management fee rate under the Amended Contract, the Board considered that the proposed fee rate is lower by 5 basis points than the current management fee rate. The Board also considered that the management fee rate would continue to rank below the median of its competitor funds based on the competitive mapped group data provided to the Board in connection with the approval of the existing management contract.

In connection with its review of the fund’s total expenses, the Board considered the effects of new contractual arrangements for the fund that oblige FMR to pay all “class-level” expenses of the fund’s current share class to the extent necessary to limit total expenses, with certain exceptions, to 0.145%. The Board also considered that the total expense ratio for the fund would continue to rank below the median of those funds and classes used by the Board for management fee comparisons that have a similar sales load structure based on the competitive mapped group data provided to the Board in connection with its approval of the existing management contract and sub-advisory agreements.

Based on its review, the Board concluded that the management fee and the total expenses continue to be fair and reasonable in light of the services that the fund receives and the other factors considered.

Costs of the Services and Profitability.  The Board considered that it had not previously reviewed information about the level of FMR’s profitability with respect to the fund given that the fund had recently launched. Nonetheless, because the Board was approving an arrangement under which the management fees were being reduced, the Board did not consider FMR’s costs of services, revenues, or profitability to be significant factors in its decision to approve the Amended Contract. In connection with its future renewal of the fund’s management agreement and sub-advisory agreements, the Board will consider the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund’s shareholders.

Economies of Scale.  The Board considered that, at its September 2015 meeting, it had noted that, notwithstanding the entrepreneurial risk associated with a new fund, the management fee was at a level normally associated, by comparison with competitors, with very high fund net assets, and that Fidelity asserted to the Board that the level of the fee anticipated economies of scale at lower asset levels even before, if ever, economies of scale are achieved. In connection with the approval of the fund’s Amended Contract, the Board did not consider economies of scale because the proposed fee arrangement lowers the fund’s management fee and FMR will contractually limit expenses. The Board will review economies of scale in connection with future renewals of the Amended Contract.

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 Amended Contract should be ratified and approved.





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

SV8-ANN-0916
1.9870987.100


Fidelity® SAI Small-Mid Cap 500 Index Fund

Offered exclusively to certain clients of the Adviser or its affiliates - not available for sale to the general public. Fidelity SAI is a product name of Fidelity® index funds dedicated to certain programs affiliated with Strategic Advisers, Inc.



Annual Report

July 31, 2016




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-800-544-3455 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. © 2016 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.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Performance: The Bottom Line

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

Average annual total returns for Fidelity® SAI Small-Mid Cap 500 Index Fund will be reported once the fund is a year old.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® SAI Small-Mid Cap 500 Index Fund on August 12, 2015, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the Russell SMID 500 Index performed over the same period.


Period Ending Values

$10,326Fidelity® SAI Small-Mid Cap 500 Index Fund

$10,335Russell SMID 500 Index

Management's Discussion of Fund Performance

Market Recap:  U.S. equities gained modestly for the year ending July 31, 2016, overcoming persistent concern about global economic growth, uncertainty regarding U.S. monetary policy and the U.K.’s late-June vote to leave the European Union, dubbed Brexit. The S&P 500® index rose 5.61%, with larger-cap, value-oriented stocks and defensive sectors shining brightest. Volatility peaked in the early weeks of 2016, as continued oil-price weakness and U.S.-dollar strength pushed the S&P 500® to its worst January since 2009. Markets then rose beginning in February amid U.S. job gains, a broad rally in energy and materials markets, global economic stimulus and perceived softening of monetary policy by the U.S. Federal Reserve. The June 23 Brexit vote surprised markets and resulted in a sharp two-day decline for stocks, followed by a rebound as investor sentiment shifted and remained positive through July 31. For the year, dividend-rich telecom services (+26%), utilities (+23%) and consumer staples (+12%) led the way amid strong investor demand for yield. Industrials (+10%) and information technology (+10%) also outperformed, as did materials (+8%), despite a weak commodities environment overall. Conversely, a strong run for real estate stocks couldn’t keep financials (-4%) from losing ground, as low interest rates continued to squeeze bank profits.

Comments from Patrick Waddell, Senior Portfolio Manager of the Geode Capital Management, LLC, investment management team:  From the fund’s inception date on August 12, 2015, through July 31, 2016, the fund gained 3.26%, roughly in line with the 3.35% return of the benchmark Russell SMID 500 Index. Utilities (+28%) fared particularly well, as investors sought out defensive, yield-oriented stocks in a continued-low interest rate environment. In this category, water and wastewater provider American Water Works Company and Michigan-based natural gas and electricity provider CMS Energy were the biggest individual contributors in absolute terms. Elsewhere, strong fiscal fourth-quarter same-store sales growth helped lift shares of Ulta Salon Cosmetics & Fragrance. Specialty chemicals company Albemarle saw its stock gain about 71% for the period, while Duke Realty, a real estate investment trust (REIT), partly benefited from its ownership of industrial facilities, a corner of the REIT universe that saw strong demand this period. In contrast, the biggest individual detractor was WestRock, a maker of packaging materials, whose shares returned -30%. Other notable detractors were Community Health Systems, an operator of acute health care centers, which continued to struggle with integrating some recently acquired hospitals into its business, and GoPro, a maker of wearable cameras that saw its stock return -82%, reflecting investors’ increased skepticism about the firm’s business prospects amid heightened competition.

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

Investment Summary (Unaudited)

Top Five Stocks as of July 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Hologic, Inc. 0.5 0.4 
Iron Mountain, Inc. 0.5 0.3 
Duke Realty LP 0.5 0.4 
Fortune Brands Home & Security, Inc. 0.4 0.4 
WhiteWave Foods Co. 0.4 0.3 
 2.3  

Top Five Market Sectors as of July 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Financials 26.6 25.8 
Industrials 15.2 16.0 
Consumer Discretionary 13.2 15.0 
Information Technology 13.2 12.9 
Health Care 10.0 9.5 

Asset Allocation (% of fund's net assets)

As of July 31, 2016* 
   Stocks and Equity Futures 100.0% 


 * Foreign investments - 6.3%


As of January 31, 2016* 
   Stocks and Equity Futures 99.9% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.1% 


 * Foreign investments - 6.0%


Investments July 31, 2016

Showing Percentage of Net Assets

Common Stocks - 99.6%   
 Shares Value 
CONSUMER DISCRETIONARY - 13.2%   
Auto Components - 1.2%   
Gentex Corp. 46,029 $813,332 
Hertz Global Holdings, Inc. (a) 11,724 570,724 
Lear Corp. 12,004 1,361,854 
The Goodyear Tire & Rubber Co. 43,290 1,241,124 
Visteon Corp. 5,549 388,929 
  4,375,963 
Automobiles - 0.2%   
Thor Industries, Inc. 7,820 598,543 
Distributors - 0.2%   
Pool Corp. 6,560 670,957 
Diversified Consumer Services - 0.8%   
Graham Holdings Co. 704 354,281 
H&R Block, Inc. (b) 36,508 868,525 
Service Corp. International 30,490 845,183 
ServiceMaster Global Holdings, Inc. (a) 22,032 833,471 
  2,901,460 
Hotels, Restaurants & Leisure - 2.1%   
ARAMARK Holdings Corp. 39,371 1,411,450 
Brinker International, Inc. (b) 8,998 424,166 
Choice Hotels International, Inc. 5,359 258,786 
Domino's Pizza, Inc. 8,112 1,194,898 
Dunkin' Brands Group, Inc. 14,898 675,028 
Extended Stay America, Inc. unit 12,055 170,699 
Hyatt Hotels Corp. Class A (a)(b) 3,899 196,666 
International Game Technology PLC 15,279 319,331 
Panera Bread Co. Class A (a)(b) 3,630 796,132 
Six Flags Entertainment Corp. 11,624 655,477 
U.S. Foods Holding Corp. 7,309 176,585 
Vail Resorts, Inc. 5,849 836,816 
Wendy's Co. (b) 34,054 328,962 
  7,444,996 
Household Durables - 2.2%   
CalAtlantic Group, Inc. (b) 12,138 439,517 
Harman International Industries, Inc. 11,445 945,815 
Leggett & Platt, Inc. 21,542 1,132,463 
Lennar Corp.:   
Class A (b) 29,415 1,376,622 
Class B 1,553 58,300 
NVR, Inc. (a) 569 970,145 
PulteGroup, Inc. 56,012 1,186,334 
Tempur Sealy International, Inc. (a)(b) 8,651 654,275 
Toll Brothers, Inc. (a) 25,124 703,723 
Tupperware Brands Corp. (b) 8,160 511,469 
  7,978,663 
Internet & Catalog Retail - 0.3%   
Groupon, Inc. Class A (a)(b) 59,504 286,809 
Liberty Interactive Corp. (Venture Group) Series A (a) 21,631 815,705 
  1,102,514 
Leisure Products - 0.6%   
Brunswick Corp. 14,698 729,315 
Polaris Industries, Inc. (b) 9,784 966,170 
Vista Outdoor, Inc. (a) 9,852 493,093 
  2,188,578 
Media - 2.0%   
AMC Networks, Inc. Class A (a) 9,685 536,162 
Cable One, Inc. 762 399,197 
Cinemark Holdings, Inc. 17,217 647,359 
Clear Channel Outdoor Holding, Inc. Class A 5,680 39,703 
Interpublic Group of Companies, Inc. 65,275 1,505,242 
John Wiley & Sons, Inc. Class A 7,209 415,959 
Lions Gate Entertainment Corp. (b) 15,238 304,608 
Live Nation Entertainment, Inc. (a) 21,311 584,348 
Regal Entertainment Group Class A (b) 13,137 308,982 
Starz Series A (a)(b) 13,696 414,030 
Tegna, Inc. 35,381 774,844 
The Madison Square Garden Co. (a) 3,157 577,068 
Tribune Media Co. Class A 12,609 467,163 
  6,974,665 
Multiline Retail - 0.2%   
Dillard's, Inc. Class A 3,096 209,537 
JC Penney Corp., Inc. (a)(b) 49,980 482,807 
  692,344 
Specialty Retail - 2.5%   
AutoNation, Inc. (a)(b) 10,568 563,803 
Burlington Stores, Inc. (a) 11,416 873,438 
Cabela's, Inc. Class A (a) 8,133 419,907 
CST Brands, Inc. 12,098 541,023 
Dick's Sporting Goods, Inc. 14,193 727,959 
Foot Locker, Inc. 21,944 1,308,301 
GameStop Corp. Class A (b) 16,612 514,141 
Michaels Companies, Inc. (a) 15,096 397,931 
Murphy U.S.A., Inc. (a) 6,013 460,836 
Penske Automotive Group, Inc. 6,249 247,585 
Sally Beauty Holdings, Inc. (a) 23,758 696,822 
Staples, Inc. 104,796 973,555 
Urban Outfitters, Inc. (a) 14,508 433,789 
Williams-Sonoma, Inc. (b) 14,361 776,643 
  8,935,733 
Textiles, Apparel & Luxury Goods - 0.9%   
Carter's, Inc. 8,136 823,770 
Kate Spade & Co. (a) 20,788 450,892 
lululemon athletica, Inc. (a)(b) 15,787 1,225,861 
Skechers U.S.A., Inc. Class A (sub. vtg.) (a) 21,176 508,648 
  3,009,171 
TOTAL CONSUMER DISCRETIONARY  46,873,587 
CONSUMER STAPLES - 3.9%   
Food & Staples Retailing - 0.8%   
Casey's General Stores, Inc. 6,316 843,439 
Manitowoc Foodservice, Inc.(a)(b) 20,526 376,447 
Rite Aid Corp. (a) 167,185 1,170,295 
Sprouts Farmers Market LLC (a)(b) 22,680 524,588 
  2,914,769 
Food Products - 2.2%   
Blue Buffalo Pet Products, Inc. (a) 9,701 249,122 
Flowers Foods, Inc. (b) 28,070 516,207 
Ingredion, Inc. 11,667 1,554,511 
Pilgrim's Pride Corp. 9,637 224,060 
Pinnacle Foods, Inc. 18,774 942,643 
Post Holdings, Inc. (a) 10,422 903,275 
The Hain Celestial Group, Inc. (a) 16,539 873,094 
TreeHouse Foods, Inc. (a) 8,903 918,701 
WhiteWave Foods Co. (a) 28,252 1,567,703 
  7,749,316 
Household Products - 0.3%   
Energizer Holdings, Inc. 9,983 514,424 
Spectrum Brands Holdings, Inc. (b) 3,992 514,050 
  1,028,474 
Personal Products - 0.6%   
Coty, Inc. Class A (b) 7,377 198,220 
Edgewell Personal Care Co. (a) 9,582 810,733 
Herbalife Ltd. (a)(b) 11,984 815,032 
Nu Skin Enterprises, Inc. Class A (b) 8,935 477,129 
  2,301,114 
TOTAL CONSUMER STAPLES  13,993,673 
ENERGY - 5.3%   
Energy Equipment & Services - 1.6%   
Diamond Offshore Drilling, Inc. (b) 10,469 237,856 
Dril-Quip, Inc. (a) 6,149 334,690 
Ensco PLC Class A 49,009 449,413 
FMC Technologies, Inc. (a) 36,670 930,685 
Frank's International NV (b) 5,679 69,965 
Nabors Industries Ltd. 44,762 402,858 
Noble Corp. 39,313 290,130 
Oceaneering International, Inc. 15,913 443,654 
Patterson-UTI Energy, Inc. 23,463 454,948 
Rowan Companies PLC (b) 20,420 311,201 
RPC, Inc. (a)(b) 9,392 136,090 
Superior Energy Services, Inc. 24,424 390,051 
Transocean Ltd. (United States) (b) 56,102 616,561 
Weatherford International Ltd. (a) 145,135 824,367 
  5,892,469 
Oil, Gas & Consumable Fuels - 3.7%   
Chesapeake Energy Corp. (a)(b) 98,903 536,054 
CONSOL Energy, Inc. (b) 36,884 714,812 
Diamondback Energy, Inc. 12,676 1,112,826 
Energen Corp. 15,759 746,661 
Gulfport Energy Corp. (a) 20,395 593,291 
HollyFrontier Corp. (b) 26,341 669,588 
Kosmos Energy Ltd. (a) 25,275 140,276 
Laredo Petroleum, Inc. (a)(b) 23,338 233,847 
Memorial Resource Development Corp. (a) 16,476 246,810 
Murphy Oil Corp. (b) 26,523 727,526 
Newfield Exploration Co. (a) 32,280 1,397,724 
Parsley Energy, Inc. Class A (a) 24,552 699,978 
PBF Energy, Inc. Class A 15,888 354,938 
QEP Resources, Inc. 38,815 706,433 
Rice Energy, Inc. (a) 19,348 451,195 
SM Energy Co. 10,931 296,558 
Southwestern Energy Co. (a)(b) 79,661 1,161,457 
Targa Resources Corp. 25,375 945,473 
Whiting Petroleum Corp. (a)(b) 32,819 241,876 
World Fuel Services Corp. 11,233 534,691 
WPX Energy, Inc. (a) 54,083 540,289 
  13,052,303 
TOTAL ENERGY  18,944,772 
FINANCIALS - 26.6%   
Banks - 3.3%   
Associated Banc-Corp. 24,229 450,659 
Bank of Hawaii Corp. (b) 6,891 474,928 
BankUnited, Inc. 16,124 484,042 
BOK Financial Corp. (b) 4,165 271,683 
Commerce Bancshares, Inc. 13,503 638,557 
Cullen/Frost Bankers, Inc. 8,629 585,823 
East West Bancorp, Inc. 23,314 797,805 
First Horizon National Corp. 37,442 545,156 
Huntington Bancshares, Inc. (b) 128,958 1,225,101 
PacWest Bancorp 19,280 797,228 
Peoples United Financial, Inc. 50,241 761,654 
Popular, Inc. 16,642 560,669 
Signature Bank (a) 8,584 1,032,140 
SVB Financial Group (a) 8,413 844,833 
Synovus Financial Corp. 20,221 615,527 
TCF Financial Corp. 25,508 346,654 
Western Alliance Bancorp. (a) 15,162 515,963 
Zions Bancorporation 32,718 912,178 
  11,860,600 
Capital Markets - 1.9%   
Artisan Partners Asset Management, Inc. 6,095 170,416 
E*TRADE Financial Corp. (a) 45,384 1,138,231 
Eaton Vance Corp. (non-vtg.) 17,823 673,888 
Federated Investors, Inc. Class B (non-vtg.) 15,174 479,043 
Lazard Ltd. Class A 20,703 739,925 
Legg Mason, Inc. 17,087 583,350 
LPL Financial (b) 13,962 376,276 
NorthStar Asset Management Group, Inc. 29,973 355,480 
Raymond James Financial, Inc. 20,546 1,127,975 
SEI Investments Co. 20,753 933,885 
  6,578,469 
Consumer Finance - 0.5%   
Credit Acceptance Corp. (a)(b) 1,342 242,459 
Navient Corp. 53,451 759,004 
OneMain Holdings, Inc. (a) 8,607 248,226 
Santander Consumer U.S.A. Holdings, Inc. (a) 17,212 189,160 
SLM Corp. (a) 69,192 497,490 
  1,936,339 
Diversified Financial Services - 1.3%   
CBOE Holdings, Inc. 13,161 905,477 
FactSet Research Systems, Inc. 6,501 1,117,912 
MarketAxess Holdings, Inc. 5,956 962,847 
Morningstar, Inc. 2,910 246,128 
MSCI, Inc. Class A 14,798 1,273,220 
  4,505,584 
Insurance - 5.5%   
Alleghany Corp. (a) 2,417 1,313,640 
Allied World Assurance Co. Holdings AG 14,213 582,591 
American Financial Group, Inc. 11,110 812,141 
American National Insurance Co. 1,181 135,047 
AmTrust Financial Services, Inc. 14,340 342,296 
Arch Capital Group Ltd. (a) 18,639 1,353,751 
Arthur J. Gallagher & Co. 28,526 1,403,194 
Aspen Insurance Holdings Ltd. 9,765 448,799 
Assurant, Inc. 10,038 833,254 
Assured Guaranty Ltd. 21,622 579,253 
Axis Capital Holdings Ltd. 14,860 825,919 
Brown & Brown, Inc. 18,914 693,387 
Endurance Specialty Holdings Ltd. 10,386 702,405 
Erie Indemnity Co. Class A 3,960 386,852 
Everest Re Group Ltd. 6,812 1,287,536 
First American Financial Corp. 17,321 724,191 
Hanover Insurance Group, Inc. 6,871 565,758 
Mercury General Corp. 4,427 245,123 
Old Republic International Corp. 39,287 761,382 
ProAssurance Corp. 8,536 440,970 
Reinsurance Group of America, Inc. 10,381 1,030,314 
RenaissanceRe Holdings Ltd. 6,870 807,362 
Torchmark Corp. 19,315 1,195,019 
Validus Holdings Ltd. 12,212 603,639 
W.R. Berkley Corp. 15,570 906,018 
White Mountains Insurance Group Ltd. 764 627,488 
  19,607,329 
Real Estate Investment Trusts - 13.5%   
Alexandria Real Estate Equities, Inc. (b) 12,527 1,406,782 
American Campus Communities, Inc. 21,236 1,148,231 
American Capital Agency Corp. 53,920 1,056,293 
American Homes 4 Rent Class A 27,046 586,898 
Apartment Investment & Management Co. Class A 25,321 1,164,006 
Apple Hospitality (REIT), Inc. 26,701 543,899 
Brandywine Realty Trust (SBI) 27,945 471,432 
Brixmor Property Group, Inc. 31,085 882,814 
Camden Property Trust (SBI) (b) 13,885 1,243,957 
Care Capital Properties, Inc. 13,625 403,028 
Chimera Investment Corp. 30,462 511,152 
Columbia Property Trust, Inc. 20,097 488,357 
Communications Sales & Leasing, Inc. 19,846 616,814 
Corporate Office Properties Trust (SBI) 15,344 459,706 
Corrections Corp. of America 18,981 608,341 
CubeSmart 28,835 856,688 
CyrusOne, Inc. 11,486 629,663 
DCT Industrial Trust, Inc. 14,633 734,869 
DDR Corp. 50,006 987,118 
Douglas Emmett, Inc. 22,722 864,345 
Duke Realty LP 56,268 1,619,956 
Empire State Realty Trust, Inc. 19,719 413,902 
EPR Properties 10,249 861,121 
Equity Commonwealth (a) 19,833 595,387 
Equity Lifestyle Properties, Inc. 12,416 1,021,092 
Equity One, Inc. 14,870 494,725 
Forest City Realty Trust, Inc. 37,122 877,935 
Gaming & Leisure Properties 30,420 1,089,949 
Healthcare Trust of America, Inc. 21,972 748,147 
Highwoods Properties, Inc. (SBI) 15,567 867,393 
Hospitality Properties Trust (SBI) 24,326 776,243 
Iron Mountain, Inc. 42,320 1,744,007 
Kilroy Realty Corp. 14,709 1,076,846 
Lamar Advertising Co. Class A 13,329 904,506 
Liberty Property Trust (SBI) 23,749 982,734 
MFA Financial, Inc. 60,103 451,975 
Mid-America Apartment Communities, Inc. 12,241 1,297,791 
National Retail Properties, Inc. 23,222 1,234,482 
NorthStar Realty Finance Corp. 29,168 390,851 
Omega Healthcare Investors, Inc. 29,920 1,032,240 
Outfront Media, Inc. 22,432 521,993 
Paramount Group, Inc. 29,274 516,101 
Piedmont Office Realty Trust, Inc. Class A 23,523 516,095 
Post Properties, Inc. 8,557 544,140 
Rayonier, Inc. 19,933 542,576 
Regency Centers Corp. 16,755 1,423,002 
Retail Properties America, Inc. 38,589 680,324 
Senior Housing Properties Trust (SBI) 38,259 849,732 
Sovran Self Storage, Inc. 7,424 759,995 
Spirit Realty Capital, Inc. 77,938 1,065,412 
Starwood Property Trust, Inc. 37,672 821,250 
Store Capital Corp. 24,516 764,654 
Sun Communities, Inc. 10,154 803,689 
Tanger Factory Outlet Centers, Inc. 15,149 632,319 
Taubman Centers, Inc. 9,506 769,226 
Two Harbors Investment Corp. 56,184 491,610 
Weingarten Realty Investors (SBI) 18,923 817,284 
WP Carey, Inc. 16,830 1,222,700 
  47,887,777 
Real Estate Management & Development - 0.6%   
Howard Hughes Corp. (a) 5,873 701,589 
Jones Lang LaSalle, Inc. 7,316 800,883 
Realogy Holdings Corp. (a) 23,493 728,048 
  2,230,520 
Thrifts & Mortgage Finance - 0.0%   
TFS Financial Corp. 9,349 170,152 
TOTAL FINANCIALS  94,776,770 
HEALTH CARE - 10.0%   
Biotechnology - 2.0%   
ACADIA Pharmaceuticals, Inc. (a)(b) 14,689 544,081 
Agios Pharmaceuticals, Inc. (a)(b) 4,628 209,324 
Alkermes PLC (a) 24,440 1,219,556 
Alnylam Pharmaceuticals, Inc. (a)(b) 12,161 827,921 
Intercept Pharmaceuticals, Inc. (a)(b) 2,666 461,298 
Intrexon Corp. (a)(b) 9,011 228,249 
Ionis Pharmaceuticals, Inc.(a)(b) 19,564 571,073 
Juno Therapeutics, Inc. (a)(b) 10,202 315,548 
Neurocrine Biosciences, Inc. (a) 13,965 701,462 
Opko Health, Inc. (a)(b) 52,261 519,997 
Seattle Genetics, Inc. (a)(b) 15,630 751,178 
United Therapeutics Corp. (a) 7,159 866,311 
  7,215,998 
Health Care Equipment & Supplies - 3.5%   
Abiomed, Inc. (a) 6,449 760,789 
Alere, Inc. (a) 14,047 526,763 
Align Technology, Inc. (a) 11,733 1,045,997 
DexCom, Inc. (a) 13,358 1,232,008 
Hill-Rom Holdings, Inc. 10,636 568,281 
Hologic, Inc. (a) 45,374 1,746,436 
IDEXX Laboratories, Inc. (a) 14,429 1,353,296 
ResMed, Inc. (b) 22,638 1,559,305 
Teleflex, Inc. 7,097 1,279,660 
The Cooper Companies, Inc. 7,724 1,409,398 
West Pharmaceutical Services, Inc. 11,665 936,466 
  12,418,399 
Health Care Providers & Services - 2.0%   
Acadia Healthcare Co., Inc. (a)(b) 11,838 668,847 
AmSurg Corp. (a) 8,743 655,812 
Brookdale Senior Living, Inc. (a) 29,921 552,641 
Envision Healthcare Holdings, Inc. (a) 30,240 743,602 
LifePoint Hospitals, Inc. (a) 6,542 387,156 
MEDNAX, Inc. (a) 14,885 1,025,725 
Patterson Companies, Inc. 13,622 672,382 
Premier, Inc. (a) 7,435 243,125 
Tenet Healthcare Corp. (a) 13,025 398,695 
VCA, Inc. (a) 12,631 901,096 
Wellcare Health Plans, Inc. (a) 7,193 768,212 
  7,017,293 
Health Care Technology - 0.6%   
Allscripts Healthcare Solutions, Inc. (a) 30,311 427,991 
athenahealth, Inc. (a)(b) 6,327 808,527 
Inovalon Holdings, Inc. Class A (a)(b) 9,660 179,869 
Veeva Systems, Inc. Class A (a)(b) 15,601 592,682 
  2,009,069 
Life Sciences Tools & Services - 1.6%   
Bio-Rad Laboratories, Inc. Class A (a) 3,371 489,098 
Bio-Techne Corp. 5,969 671,035 
Bruker Corp. 16,989 423,366 
Charles River Laboratories International, Inc. (a) 7,585 666,949 
PerkinElmer, Inc. 17,643 1,004,240 
QIAGEN NV (a) 37,081 993,771 
Quintiles Transnational Holdings, Inc. (a) 13,409 1,041,075 
VWR Corp. (a) 12,665 396,668 
  5,686,202 
Pharmaceuticals - 0.3%   
Akorn, Inc. (a) 13,633 466,658 
Endo International PLC (a) 33,274 577,637 
  1,044,295 
TOTAL HEALTH CARE  35,391,256 
INDUSTRIALS - 15.2%   
Aerospace & Defense - 1.6%   
BE Aerospace, Inc. 16,594 793,774 
BWX Technologies, Inc. 15,156 557,892 
HEICO Corp. (b) 3,172 220,486 
HEICO Corp. Class A 6,192 357,093 
Hexcel Corp. 15,060 650,140 
Huntington Ingalls Industries, Inc. 7,567 1,305,913 
Orbital ATK, Inc. 9,481 825,985 
Spirit AeroSystems Holdings, Inc. Class A (a) 21,522 933,624 
  5,644,907 
Airlines - 0.9%   
Alaska Air Group, Inc. 19,460 1,308,101 
Copa Holdings SA Class A (b) 5,059 338,953 
JetBlue Airways Corp. (a) 52,349 959,557 
Spirit Airlines, Inc. (a) 11,593 495,601 
  3,102,212 
Building Products - 1.8%   
A.O. Smith Corp. 11,846 1,100,375 
Allegion PLC 15,598 1,129,139 
Armstrong World Industries, Inc. (a) 7,542 320,309 
Fortune Brands Home & Security, Inc. 24,837 1,571,437 
Lennox International, Inc. 6,452 1,011,674 
Owens Corning 18,639 986,189 
USG Corp. (a) 14,157 398,661 
  6,517,784 
Commercial Services & Supplies - 1.2%   
Clean Harbors, Inc. (a) 8,499 437,019 
Copart, Inc. (a) 15,891 801,542 
Covanta Holding Corp. 18,930 303,259 
KAR Auction Services, Inc. 22,383 957,321 
Pitney Bowes, Inc. 30,668 592,199 
R.R. Donnelley & Sons Co. 33,848 606,556 
Rollins, Inc. 15,577 438,960 
  4,136,856 
Construction & Engineering - 1.1%   
AECOM (a) 24,753 878,484 
Chicago Bridge & Iron Co. NV 16,942 572,809 
Jacobs Engineering Group, Inc. (a) 19,466 1,041,820 
KBR, Inc. 23,181 324,998 
Quanta Services, Inc. (a) 23,423 599,629 
Valmont Industries, Inc. 3,607 472,337 
  3,890,077 
Electrical Equipment - 0.5%   
Hubbell, Inc. Class B 8,919 961,736 
Regal Beloit Corp. 7,234 441,346 
SolarCity Corp. (a)(b) 10,628 283,768 
  1,686,850 
Industrial Conglomerates - 0.4%   
Carlisle Companies, Inc. 10,173 1,050,769 
ITT, Inc. 14,675 465,344 
  1,516,113 
Machinery - 4.4%   
AGCO Corp. 11,311 544,738 
Allison Transmission Holdings, Inc. 22,993 662,658 
Colfax Corp. (a) 15,969 468,850 
Crane Co. 7,910 492,793 
Donaldson Co., Inc. 20,621 745,037 
Flowserve Corp. 21,121 1,010,640 
Graco, Inc. 8,976 664,314 
IDEX Corp. 12,353 1,109,176 
Lincoln Electric Holdings, Inc. 9,928 616,132 
Middleby Corp. (a) 9,202 1,107,737 
Nordson Corp. 9,269 818,360 
Oshkosh Corp. 11,827 651,549 
Snap-On, Inc. 9,404 1,478,027 
Terex Corp. 17,185 414,846 
Timken Co. 11,427 382,233 
Toro Co. 8,684 798,494 
Trinity Industries, Inc. 24,263 563,144 
WABCO Holdings, Inc. (a) 8,587 861,018 
Wabtec Corp. 13,985 957,973 
Xylem, Inc. 29,094 1,390,984 
  15,738,703 
Marine - 0.1%   
Kirby Corp. (a)(b) 8,574 467,197 
Professional Services - 0.7%   
Dun & Bradstreet Corp. 5,910 763,868 
Manpower, Inc. 11,590 804,346 
Robert Half International, Inc. 20,711 756,780 
TransUnion Holding Co., Inc. (a) 8,611 281,752 
  2,606,746 
Road & Rail - 0.9%   
AMERCO 994 393,137 
Avis Budget Group, Inc. (a) 13,586 499,014 
Genesee & Wyoming, Inc. Class A (a) 9,193 595,247 
Landstar System, Inc. 6,853 483,068 
Old Dominion Freight Lines, Inc. (a)(b) 10,965 763,822 
Ryder System, Inc. 8,692 572,803 
  3,307,091 
Trading Companies & Distributors - 1.3%   
Air Lease Corp. Class A (b) 15,642 450,646 
HD Supply Holdings, Inc. (a) 32,691 1,183,087 
Herc Holdings, Inc. (a) 3,884 137,285 
MSC Industrial Direct Co., Inc. Class A (b) 7,699 553,019 
United Rentals, Inc. (a)(b) 14,351 1,143,344 
Watsco, Inc. 4,220 607,849 
WESCO International, Inc. (a)(b) 6,842 381,373 
  4,456,603 
Transportation Infrastructure - 0.3%   
Macquarie Infrastructure Co. LLC 12,133 929,994 
TOTAL INDUSTRIALS  54,001,133 
INFORMATION TECHNOLOGY - 13.2%   
Communications Equipment - 0.8%   
Arista Networks, Inc. (a)(b) 6,337 451,638 
Arris International PLC (a) 30,648 834,852 
Brocade Communications Systems, Inc. 75,912 705,982 
CommScope Holding Co., Inc. (a) 20,805 623,110 
EchoStar Holding Corp. Class A (a) 7,383 287,568 
  2,903,150 
Electronic Equipment & Components - 3.0%   
Arrow Electronics, Inc. (a) 14,776 982,456 
Avnet, Inc. 20,832 856,195 
CDW Corp. 26,442 1,135,155 
Cognex Corp. 13,198 596,154 
Dolby Laboratories, Inc. Class A 8,242 414,655 
FEI Co. 6,651 707,799 
Fitbit, Inc. (a)(b) 20,481 279,770 
FLIR Systems, Inc. 22,274 725,687 
Ingram Micro, Inc. Class A 23,576 807,242 
IPG Photonics Corp. (a) 5,741 483,909 
Jabil Circuit, Inc. 30,384 618,314 
Keysight Technologies, Inc. (a) 27,887 815,416 
National Instruments Corp. 16,807 482,025 
Trimble Navigation Ltd. (a) 40,915 1,081,793 
VeriFone Systems, Inc. (a) 17,781 340,684 
Zebra Technologies Corp. Class A (a) 8,424 446,556 
  10,773,810 
Internet Software & Services - 1.2%   
CommerceHub, Inc.:   
Series A, 2,129 30,019 
Series C, 4,259 59,626 
CoStar Group, Inc. (a) 5,192 1,079,417 
GoDaddy, Inc. (a)(b) 7,580 226,794 
IAC/InterActiveCorp 11,435 662,773 
Match Group, Inc. (a)(b) 4,641 73,096 
Pandora Media, Inc. (a)(b) 35,761 486,350 
Rackspace Hosting, Inc. (a) 17,442 408,666 
Yelp, Inc. (a) 11,067 356,025 
Zillow Group, Inc.:   
Class A (a)(b) 8,296 326,945 
Class C (a)(b) 16,672 654,376 
  4,364,087 
IT Services - 3.0%   
Black Knight Financial Services, Inc. Class A (a)(b) 3,726 144,755 
Booz Allen Hamilton Holding Corp. Class A 18,460 570,045 
Broadridge Financial Solutions, Inc. 19,146 1,295,801 
CoreLogic, Inc. (a) 14,363 578,542 
CSRA, Inc. 26,571 715,291 
DST Systems, Inc. 5,339 658,459 
Euronet Worldwide, Inc. (a) 8,101 617,782 
Gartner, Inc. Class A (a) 12,993 1,302,548 
Genpact Ltd. (a) 24,443 654,339 
Jack Henry & Associates, Inc. 12,802 1,142,579 
Leidos Holdings, Inc. (b) 10,643 532,256 
Sabre Corp. 33,671 981,510 
Square, Inc. (a)(b) 8,304 83,621 
Teradata Corp. (a)(b) 21,061 597,711 
WEX, Inc. (a) 6,267 587,093 
  10,462,332 
Semiconductors & Semiconductor Equipment - 1.1%   
Cree, Inc. (a)(b) 16,149 461,861 
Cypress Semiconductor Corp. (b) 50,648 589,543 
First Solar, Inc. (a)(b) 12,297 574,024 
Marvell Technology Group Ltd. 65,431 768,814 
ON Semiconductor Corp. (a) 67,011 672,120 
SunPower Corp. (a)(b) 9,253 134,909 
Teradyne, Inc. 33,001 651,770 
  3,853,041 
Software - 3.8%   
ANSYS, Inc. (a) 14,300 1,277,848 
Atlassian Corp. PLC (b) 4,189 125,544 
Cadence Design Systems, Inc. (a) 48,621 1,169,335 
FireEye, Inc. (a)(b) 24,599 428,515 
Fortinet, Inc. (a) 23,542 816,672 
Guidewire Software, Inc. (a) 11,758 722,764 
Manhattan Associates, Inc. (a) 11,649 676,224 
NetSuite, Inc. (a)(b) 6,466 703,824 
Nuance Communications, Inc. (a) 36,300 583,341 
Parametric Technology Corp. (a) 18,525 735,998 
Splunk, Inc. (a)(b) 21,290 1,331,477 
SS&C Technologies Holdings, Inc. (b) 27,343 880,991 
Synopsys, Inc. (a) 24,585 1,331,524 
Tableau Software, Inc. (a) 8,928 504,521 
Tyler Technologies, Inc. (a) 5,370 875,417 
Ultimate Software Group, Inc. (a)(b) 4,464 933,422 
Zynga, Inc. (a) 117,879 338,313 
  13,435,730 
Technology Hardware, Storage & Peripherals - 0.3%   
Lexmark International, Inc. Class A 10,050 368,534 
NCR Corp. (a) 20,076 661,906 
  1,030,440 
TOTAL INFORMATION TECHNOLOGY  46,822,590 
MATERIALS - 6.9%   
Chemicals - 2.6%   
Albemarle Corp. U.S. 18,203 1,532,147 
Ashland, Inc. 10,092 1,142,818 
Axalta Coating Systems (a) 26,758 763,941 
Cabot Corp. 9,930 483,492 
Huntsman Corp. 32,196 497,750 
NewMarket Corp. 1,195 511,388 
Platform Specialty Products Corp. (a)(b) 26,738 245,990 
RPM International, Inc. 21,188 1,149,661 
The Scotts Miracle-Gro Co. Class A 7,333 540,809 
Valspar Corp. 12,752 1,357,705 
W.R. Grace & Co. 11,450 857,262 
Westlake Chemical Corp. 6,157 281,621 
  9,364,584 
Construction Materials - 0.2%   
Eagle Materials, Inc. 7,597 637,768 
Containers & Packaging - 2.7%   
Aptargroup, Inc. 10,074 787,585 
Avery Dennison Corp. 14,466 1,126,757 
Bemis Co., Inc. 15,318 781,831 
Berry Plastics Group, Inc. (a) 19,642 805,322 
Crown Holdings, Inc. (a) 21,872 1,158,560 
Graphic Packaging Holding Co. 51,822 706,852 
Owens-Illinois, Inc. (a) 26,194 492,185 
Packaging Corp. of America 15,188 1,134,392 
Sealed Air Corp. 31,941 1,506,976 
Silgan Holdings, Inc. 6,623 328,368 
Sonoco Products Co. 16,142 822,112 
  9,650,940 
Metals & Mining - 1.3%   
Compass Minerals International, Inc. (b) 5,472 380,796 
Reliance Steel & Aluminum Co. 11,295 885,980 
Royal Gold, Inc. 10,568 893,419 
Steel Dynamics, Inc. 38,143 1,022,995 
Tahoe Resources, Inc. 48,854 758,450 
United States Steel Corp. (b) 22,106 607,694 
  4,549,334 
Paper & Forest Products - 0.1%   
Domtar Corp. 10,131 398,857 
TOTAL MATERIALS  24,601,483 
TELECOMMUNICATION SERVICES - 0.7%   
Diversified Telecommunication Services - 0.5%   
Frontier Communications Corp. (b) 189,870 987,324 
Zayo Group Holdings, Inc. (a) 26,534 750,912 
  1,738,236 
Wireless Telecommunication Services - 0.2%   
Telephone & Data Systems, Inc. 15,494 487,906 
U.S. Cellular Corp. (a) 2,179 88,141 
  576,047 
TOTAL TELECOMMUNICATION SERVICES  2,314,283 
UTILITIES - 4.6%   
Electric Utilities - 2.2%   
Alliant Energy Corp. 36,958 1,487,560 
Great Plains Energy, Inc. 25,143 748,759 
Hawaiian Electric Industries, Inc. 17,447 541,729 
ITC Holdings Corp. 24,471 1,131,784 
OGE Energy Corp. 32,356 1,040,893 
Pinnacle West Capital Corp. 18,016 1,420,922 
Westar Energy, Inc. 22,997 1,277,943 
  7,649,590 
Gas Utilities - 1.3%   
Atmos Energy Corp. 16,444 1,312,067 
National Fuel Gas Co. 11,971 676,481 
Piedmont Natural Gas Co., Inc. 13,055 780,689 
Questar Corp. 28,498 717,295 
UGI Corp. 27,970 1,265,922 
  4,752,454 
Independent Power and Renewable Electricity Producers - 0.4%   
Calpine Corp. (a) 58,097 798,253 
NRG Energy, Inc. 51,174 708,248 
  1,506,501 
Multi-Utilities - 0.4%   
MDU Resources Group, Inc. 31,527 758,224 
Vectren Corp. 13,488 697,734 
  1,455,958 
Water Utilities - 0.3%   
Aqua America, Inc. 28,863 999,814 
TOTAL UTILITIES  16,364,317 
TOTAL COMMON STOCKS   
(Cost $327,729,959)  354,083,864 
 Principal Amount Value 
U.S. Treasury Obligations - 0.1%   
U.S. Treasury Bills, yield at date of purchase 0.55% 6/22/17 (c)   
(Cost $298,510) 300,000 298,804 
 Shares Value 
Money Market Funds - 12.4%   
Fidelity Cash Central Fund, 0.42% (d) 2,440,417 $2,440,417 
Fidelity Securities Lending Cash Central Fund, 0.45% (d)(e) 41,762,302 41,762,302 
TOTAL MONEY MARKET FUNDS   
(Cost $44,202,719)  44,202,719 
TOTAL INVESTMENT PORTFOLIO - 112.1%   
(Cost $372,231,188)  398,585,387 
NET OTHER ASSETS (LIABILITIES) - (12.1)%  (42,866,487) 
NET ASSETS - 100%  $355,718,900 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
10 CME E-mini S&P MidCap 400 Index Contracts (United States) Sept. 2016 1,556,900 $47,941 


The face value of futures purchased as a percentage of Net Assets is 0.4%

Legend

 (a) Non-income producing

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

 (c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $213,147.

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

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


Affiliated Central Funds


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

Fund Income earned 
Fidelity Cash Central Fund $15,128 
Fidelity Securities Lending Cash Central Fund 177,037 
Total $192,165 

Investment Valuation



The following is a summary of the inputs used, as of July 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Consumer Discretionary $46,873,587 $46,873,587 $-- $-- 
Consumer Staples 13,993,673 13,993,673 -- -- 
Energy 18,944,772 18,944,772 -- -- 
Financials 94,776,770 94,776,770 -- -- 
Health Care 35,391,256 35,391,256 -- -- 
Industrials 54,001,133 54,001,133 -- -- 
Information Technology 46,822,590 46,822,590 -- -- 
Materials 24,601,483 24,601,483 -- -- 
Telecommunication Services 2,314,283 2,314,283 -- -- 
Utilities 16,364,317 16,364,317 -- -- 
U.S. Government and Government Agency Obligations 298,804 -- 298,804 -- 
Money Market Funds 44,202,719 44,202,719 -- -- 
Total Investments in Securities: $398,585,387 $398,286,583 $298,804 $-- 
Derivative Instruments:     
Assets     
Futures Contracts $47,941 $47,941 $-- $-- 
Total Assets $47,941 $47,941 $-- $-- 
Total Derivative Instruments: $47,941 $47,941 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of July 31, 2016. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type Value 
 Asset Liability 
Equity Risk   
Futures Contracts(a) $47,941 $0 
Total Equity Risk 47,941 
Total Value of Derivatives $47,941 $0 

 (a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. In the Statement of Assets and Liabilities, the period end daily variation margin is included in receivable or payable for daily variation margin for derivative instruments, and the net cumulative appreciation (depreciation) is included in net unrealized appreciation (depreciation).


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


Financial Statements

Statement of Assets and Liabilities

  July 31, 2016 
Assets   
Investment in securities, at value (including securities loaned of $41,093,255) — See accompanying schedule:
Unaffiliated issuers (cost $328,028,469) 
$354,382,668  
Fidelity Central Funds (cost $44,202,719) 44,202,719  
Total Investments (cost $372,231,188)  $398,585,387 
Receivable for investments sold  2,565,803 
Receivable for fund shares sold  4,392,396 
Dividends receivable  172,673 
Distributions receivable from Fidelity Central Funds  29,487 
Receivable for daily variation margin for derivative instruments  4,261 
Receivable from investment adviser for expense reductions  74,735 
Other receivables  88 
Total assets  405,824,830 
Liabilities   
Payable for investments purchased $8,119,350  
Payable for fund shares redeemed 38,907  
Accrued management fee 30,101  
Other affiliated payables 31,169  
Other payables and accrued expenses 124,101  
Collateral on securities loaned, at value 41,762,302  
Total liabilities  50,105,930 
Net Assets  $355,718,900 
Net Assets consist of:   
Paid in capital  $330,862,352 
Undistributed net investment income  1,587,274 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions  (3,132,872) 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  26,402,146 
Net Assets, for 34,654,247 shares outstanding  $355,718,900 
Net Asset Value, offering price and redemption price per share ($355,718,900 ÷ 34,654,247 shares)  $10.26 

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


Statement of Operations

  For the period August 12, 2015 (commencement of operations) to July 31, 2016 
Investment Income   
Dividends  $3,460,180 
Interest  717 
Income from Fidelity Central Funds  192,165 
Total income  3,653,062 
Expenses   
Management fee $246,700  
Transfer agent fees 168,204  
Accounting and security lending fees 88,852  
Custodian fees and expenses 144,328  
Independent trustees' fees and expenses 876  
Registration fees 80,895  
Audit 47,985  
Legal 395  
Interest 1,251  
Miscellaneous 751  
Total expenses before reductions 780,237  
Expense reductions (442,907) 337,330 
Net investment income (loss)  3,315,732 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers (2,735,077)  
Foreign currency transactions (43,393)  
Futures contracts 399,823  
Total net realized gain (loss)  (2,378,647) 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
26,354,199  
Assets and liabilities in foreign currencies  
Futures contracts 47,941  
Total change in net unrealized appreciation (depreciation)  26,402,146 
Net gain (loss)  24,023,499 
Net increase (decrease) in net assets resulting from operations  $27,339,231 

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


Statement of Changes in Net Assets

 For the period August 12, 2015 (commencement of operations) to July 31, 2016 
Increase (Decrease) in Net Assets  
Operations  
Net investment income (loss) $3,315,732 
Net realized gain (loss) (2,378,647) 
Change in net unrealized appreciation (depreciation) 26,402,146 
Net increase (decrease) in net assets resulting from operations 27,339,231 
Distributions to shareholders from net investment income (1,186,876) 
Distributions to shareholders from net realized gain (255,993) 
Total distributions (1,442,869) 
Share transactions  
Proceeds from sales of shares 558,881,932 
Reinvestment of distributions 1,442,869 
Cost of shares redeemed (230,502,263) 
Net increase (decrease) in net assets resulting from share transactions 329,822,538 
Total increase (decrease) in net assets 355,718,900 
Net Assets  
Beginning of period – 
End of period $355,718,900 
Other Information  
Undistributed net investment income end of period $1,587,274 
Shares  
Sold 58,721,224 
Issued in reinvestment of distributions 150,770 
Redeemed (24,217,747) 
Net increase (decrease) 34,654,247 

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


Financial Highlights — Fidelity SAI Small-Mid Cap 500 Index Fund

Period ended July 31, 2016 A 
Selected Per–Share Data  
Net asset value, beginning of period $10.00 
Income from Investment Operations  
Net investment income (loss)B .14 
Net realized and unrealized gain (loss) .18 
Total from investment operations .32 
Distributions from net investment income (.05) 
Distributions from net realized gain (.01) 
Total distributions (.06) 
Net asset value, end of period $10.26 
Total ReturnC,D 3.26% 
Ratios to Average Net AssetsE,F  
Expenses before reductions .35%G 
Expenses net of fee waivers, if any .15%G 
Expenses net of all reductions .15%G 
Net investment income (loss) 1.48%G 
Supplemental Data  
Net assets, end of period (000 omitted) $355,719 
Portfolio turnover rateH 99%G 

 A For the period August 12, 2015 (commencement of operations) to July 31, 2016.

 B Calculated based on average shares outstanding during the period.

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

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

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

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

 G Annualized

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


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


Notes to Financial Statements

For the period ended July 31, 2016

1. Organization.

Fidelity SAI Small-Mid Cap 500 Index Fund (the Fund) is a fund of Fidelity Salem Street Trust (the Trust) and is authorized to issue an unlimited number of shares. Shares are offered exclusively to certain clients of Fidelity Management & Research Company (FMR) or its affiliates. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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

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 (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of July 31, 2016 is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2016, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

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

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

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

Gross unrealized appreciation $34,497,716 
Gross unrealized depreciation (13,131,293) 
Net unrealized appreciation (depreciation) on securities $21,366,423 
Tax Cost $377,218,964 

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

Undistributed ordinary income $3,250,146 
Undistributed long-term capital gain $239,973 
Net unrealized appreciation (depreciation) on securities and other investments $21,366,429 

The tax character of distributions paid was as follows:

 July 31, 2016 
Ordinary Income $1,373,053 
Long-term Capital Gains 69,816 
Total $1,442,869 

4. Derivative Instruments.

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

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

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

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

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

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

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

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

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of volume of activity during 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 $399,823 and a change in net unrealized appreciation (depreciation) of $47,941 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, aggregated $563,852,595 and $225,826,546, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee that is based on an annual rate of .11% of the Fund's average net assets.

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 the investment adviser for providing these services.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives an asset-based fee of .075% of the Fund's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

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

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

Borrower or Lender Average Loan Balance Weighted Average Interest Rate Interest Expense 
Borrower $6,703,000 .48% $1,251 

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

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $279 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $177,037.

9. Expense Reductions.

The investment adviser contractually agreed to reimburse the Fund to the extent annual operating expenses exceeded .15% of average net assets. This reimbursement will remain in place through September 30, 2018. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement. During the period this reimbursement reduced the Fund's expenses by $442,826.

In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $81.

10. Other.

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

At the end of the period, Strategic Advisers Small-Mid Cap Fund was the owner of record of approximately 56% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Salem Street Trust and Shareholders of Fidelity SAI Small-Mid Cap 500 Index Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity SAI Small-Mid Cap 500 Index Fund (the Fund), a fund of Fidelity Salem Street Trust, including the schedule of investments, as of July 31, 2016, and the related statement of operations, the statement of changes in net assets, and the financial highlights for the period from August 12, 2015 (commencement of operations) to July 31, 2016. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2016, by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity SAI Small-Mid Cap 500 Index Fund as of July 31, 2016, and the results of its operations, the changes in its net assets, and the financial highlights for the period from August 12, 2015 (commencement of operations) to July 31, 2016 in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
September 20, 2016

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Except for Jennifer Toolin McAuliffe and Mark A. Murray, each of the Trustees oversees 244 funds. Ms. McAuliffe and Mr. Murray each oversees 191 funds. 

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

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-3455.

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

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

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

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

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

Interested Trustees*:

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

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

Abigail P. Johnson (1961)

Year of Election or Appointment: 2009

Trustee

Chairman of the Board of Trustees

Ms. Johnson also serves as Trustee of other Fidelity® funds. Ms. Johnson serves as President (2013-present) and Chief Executive Officer (2014-present) of FMR LLC (diversified financial services company), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (investment adviser firm, 2011-present), Chairman and Director of FMR (investment adviser firm, 2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc. (investment adviser firm), and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity® funds (2001-2005), and managed a number of Fidelity® funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

Jennifer Toolin McAuliffe (1959)

Year of Election or Appointment: 2016

Trustee

Ms. McAuliffe also serves as Trustee or Member of the Advisory Board of other Fidelity® funds. Ms. McAuliffe previously served as Co-Head of Fixed Income of Fidelity Investments Limited (now known as FIL Limited (FIL)) (diversified financial services company). Earlier roles at FIL included Director of Research for FIL’s credit and quantitative teams in London, Hong Kong and Tokyo. Ms. McAuliffe also was the Director of Research for taxable and municipal bonds at Fidelity Investments Money Management, Inc. Ms. McAuliffe is also a director or trustee of several not-for-profit entities.

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

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

Independent Trustees:

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

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

Elizabeth S. Acton (1951)

Year of Election or Appointment: 2013

Trustee

Ms. Acton also serves as Trustee of other Fidelity® funds. Prior to her retirement in April 2012, Ms. Acton was Executive Vice President, Finance (2011-2012), Executive Vice President, Chief Financial Officer (2002-2011), and Treasurer (2004-2005) of Comerica Incorporated (financial services). Prior to joining Comerica, Ms. Acton held a variety of positions at Ford Motor Company (1983-2002), including Vice President and Treasurer (2000-2002) and Executive Vice President and Chief Financial Officer of Ford Motor Credit Company (1998-2000). Ms. Acton currently serves as a member of the Board of Directors and Audit and Finance Committees of Beazer Homes USA, Inc. (homebuilding, 2012-present). Previously, Ms. Acton served as a Member of the Advisory Board of certain Fidelity® funds (2013-2016).

John Engler (1948)

Year of Election or Appointment: 2014

Trustee

Mr. Engler also serves as Trustee of other Fidelity® funds. He serves as president of the Business Roundtable (2011-present), and on the board of directors for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present) and K12 Inc. (technology-based education company, 2012-present). Previously, Mr. Engler served as a Member of the Advisory Board of certain Fidelity® funds (2014-2016), a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011), member of the Board of Trustees of the Annie E. Casey Foundation (2004-2015), and as governor of Michigan (1991-2003). He is a past chairman of the National Governors Association.

Albert R. Gamper, Jr. (1942)

Year of Election or Appointment: 2006

Trustee

Mr. Gamper also serves as Trustee of other Fidelity® funds. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), and Member of the Board of Trustees of Barnabas Health Care System (1997-present). Previously, Mr. Gamper served as Chairman (2012-2015) and Vice Chairman (2011-2012) of the Independent Trustees of certain Fidelity® funds and as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (1951)

Year of Election or Appointment: 2010

Trustee

Mr. Gartland also serves as Trustee of other Fidelity® funds. Mr. Gartland is Chairman and an investor in Gartland & Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (1947)

Year of Election or Appointment: 2008

Trustee

Vice Chairman of the Independent Trustees

Mr. Johnson also serves as Trustee of other Fidelity® funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation plc (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.

Michael E. Kenneally (1954)

Year of Election or Appointment: 2009

Trustee

Mr. Kenneally also serves as Trustee of other Fidelity® funds. Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management. Before joining Credit Suisse, he was an Executive Vice President and Chief Investment Officer for Bank of America Corporation. Earlier roles at Bank of America included Director of Research, Senior Portfolio Manager and Research Analyst, and Mr. Kenneally was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (1940)

Year of Election or Appointment: 2007

Trustee

Mr. Keyes also serves as Trustee of other Fidelity® funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (1946)

Year of Election or Appointment: 2001

Trustee

Chairman of the Independent Trustees

Ms. Knowles also serves as Trustee of other Fidelity® funds. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company (pipeline and tanker operations). Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Santa Catalina Island Company (real estate, 2009-present). Ms. Knowles is a Member of the Investment Company Institute Board of Governors and a Member of the Governing Council of the Independent Directors Council (2014-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002). Ms. Knowles previously served as Vice Chairman of the Independent Trustees of certain Fidelity® funds (2012-2015).

Mark A. Murray (1954)

Year of Election or Appointment: 2016

Trustee

Mr. Murray also serves as Trustee or Member of the Advisory Board of other Fidelity® funds. Mr. Murray is Vice Chairman (2013-present) of Meijer, Inc. (regional retail chain). Previously, Mr. Murray served as Co-Chief Executive Officer (2013-2016) and President (2006-2013) of Meijer, Inc. Mr. Murray serves as a member of the Board of Directors and Nuclear Review and Public Policy and Responsibility Committees of DTE Energy Company (diversified energy company, 2009-present). Mr. Murray also serves as a member of the Board of Directors of Spectrum Health (not-for-profit health system, 2015-present). Mr. Murray previously served as President of Grand Valley State University (2001-2006), Treasurer for the State of Michigan (1999-2001), Vice President of Finance and Administration for Michigan State University (1998-1999), and a member of the Board of Directors and Audit Committee and Chairman of the Nominating and Corporate Governance Committee of Universal Forest Products, Inc. (manufacturer and distributor of wood and wood-alternative products, 2004-2016). Mr. Murray is also a director or trustee of many community and professional organizations.

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

Advisory Board Members and Officers:

Correspondence intended for an officer may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

Mr. Bryant also serves as Secretary and CLO of other funds. Mr. Bryant serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company (investment adviser firm, 2015-present) and FMR Co., Inc. (investment adviser firm, 2015-present); Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2015-present) and Fidelity Investments Money Management, Inc. (investment adviser firm, 2015-present); and CLO of Fidelity Management & Research (Hong Kong) Limited and FMR Investment Management (U.K.) Limited (investment adviser firms, 2015-present) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and CLO of Fidelity Rutland Square Trust II (2010-2014) and Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds (2013-2015). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).

Jeffrey S. Christian (1961)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Christian also serves as Assistant Treasurer of other funds. Mr. Christian is an employee of Fidelity Investments (2003-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2013

President and Treasurer

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Mr. Goebel serves as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016-present). Previously, Mr. Goebel served as Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John F. Papandrea (1972)

Year of Election or Appointment: 2016

Anti-Money Laundering (AML) Officer

Mr. Papandrea also serves as AML Officer of other funds. Mr. Papandrea is Vice President of FMR LLC (diversified financial services company, 2008-present) and is an employee of Fidelity Investments (2005-present).

Jason P. Pogorelec (1975)

Year of Election or Appointment: 2015

Assistant Secretary

Mr. Pogorelec also serves as Assistant Secretary of other funds. Mr. Pogorelec serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2006-present).

Nancy D. Prior (1967)

Year of Election or Appointment: 2014

Vice President

Ms. Prior also serves as Vice President of other funds. Ms. Prior serves as a Director of FMR Investment Management (U.K.) Limited (investment adviser firm, 2015-present), President (2016-present) and Director (2014-present) of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm), President, Fixed Income (2014-present), Vice Chairman of FIAM LLC (investment adviser firm, 2014-present), and is an employee of Fidelity Investments (2002-present). Previously, Ms. Prior served as Vice President of Fidelity's Money Market Funds (2012-2014), President, Money Market and Short Duration Bond Group of Fidelity Management & Research (FMR) (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2013), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of certain Fidelity® funds (2008-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Assistant Treasurer

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

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Linda J. Wondrack (1964)

Year of Election or Appointment: 2016

Chief Compliance Officer

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc. (investment adviser firm), Fidelity Investments Money Management, Inc. (investment adviser firm), Fidelity Management & Research (U.K.) Inc. (investment adviser firm), Fidelity Management & Research (Hong Kong) (investment adviser firm), Fidelity Management & Research Company (investment adviser firm), FIAM LLC (investment adviser firm), and Strategic Advisers, Inc. (investment adviser firm), Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Chief Compliance Officer of certain Fidelity® funds (2014-2016) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2012-2016); Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Derek L. Young (1964)

Year of Election or Appointment: 2009

Vice President of Fidelity's Asset Allocation Funds

Mr. Young also serves as an officer of other funds. He is a Director of Strategic Advisers, Inc. (investment adviser firm, 2011-present) and FMR Investment Management (U.K.) Limited (investment adviser firm, 2016-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of FIAM LLC (investment adviser firm, 2011-present). Previously, Mr. Young served as Trustee of certain funds (2012-2015), President of Strategic Advisers, Inc. (2011-2015), Chief Investment Officer of GAA (2009-2011), and as a portfolio manager.

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 (February 1, 2016 to July 31, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
February 1, 2016 
Ending
Account Value
July 31, 2016 
Expenses Paid
During Period-B
February 1, 2016
to July 31, 2016 
Actual .15% $1,000.00 $1,188.90 $.82 
Hypothetical-C  $1,000.00 $1,024.12 $.75 

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

 B Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

 C 5% return per year before expenses


Distributions (Unaudited)

The Board of Trustees of Fidelity SAI Small-Mid Cap 500 Index Fund voted to pay on September 19, 2016, to shareholders of record at the opening of business on September 16, 2016, a distribution of $0.044 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.036 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2016, $309,790, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 65% of the dividends distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund designates 71% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2017 of amounts for use in preparing 2016 income tax returns.





Fidelity Investments

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Boston, MA 02210

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Fidelity® SAI U.S. Large Cap Index Fund

Offered exclusively to certain clients of the Adviser or its affiliates - not available for sale to the general public. Fidelity SAI is a product name of Fidelity® index funds dedicated to certain programs affiliated with Strategic Advisers, Inc.



Annual Report

July 31, 2016




Fidelity Investments


Contents

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts and Management Fees


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-800-544-3455 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. © 2016 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.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Investment Summary (Unaudited)

Top Five Stocks as of July 31, 2016

 % of fund's net assets 
Apple, Inc. 3.0 
Microsoft Corp. 2.3 
Exxon Mobil Corp. 1.9 
Johnson & Johnson 1.8 
Amazon.com, Inc. 1.5 
 10.5 

Top Five Market Sectors as of July 31, 2016

 % of fund's net assets 
Information Technology 20.1 
Financials 16.0 
Health Care 15.1 
Consumer Discretionary 12.3 
Consumer Staples 10.1 

Asset Allocation (% of fund's net assets)

As of July 31, 2016 * 
   Stocks and Equity Futures 100.0% 


 * Foreign investments - 4.5%


Investments July 31, 2016

Showing Percentage of Net Assets

Common Stocks - 99.4%   
 Shares Value 
CONSUMER DISCRETIONARY - 12.3%   
Auto Components - 0.3%   
BorgWarner, Inc. 28,003 $929,140 
Delphi Automotive PLC 35,126 2,382,245 
Johnson Controls, Inc. 83,430 3,831,106 
The Goodyear Tire & Rubber Co. 34,220 981,087 
  8,123,578 
Automobiles - 0.6%   
Ford Motor Co. 502,094 6,356,510 
General Motors Co. 180,307 5,686,883 
Harley-Davidson, Inc. 23,303 1,233,195 
  13,276,588 
Distributors - 0.1%   
Genuine Parts Co. 19,252 1,968,324 
LKQ Corp. (a) 39,462 1,357,098 
  3,325,422 
Diversified Consumer Services - 0.0%   
H&R Block, Inc. 28,876 686,960 
Hotels, Restaurants & Leisure - 1.7%   
Carnival Corp. unit 56,420 2,635,942 
Chipotle Mexican Grill, Inc. (a) 3,757 1,592,930 
Darden Restaurants, Inc. 14,676 903,455 
Marriott International, Inc. Class A 24,535 1,759,160 
McDonald's Corp. 112,960 13,289,744 
Royal Caribbean Cruises Ltd. 21,603 1,564,921 
Starbucks Corp. 188,498 10,942,309 
Starwood Hotels & Resorts Worldwide, Inc. 21,689 1,693,043 
Wyndham Worldwide Corp. 14,405 1,023,043 
Wynn Resorts Ltd. 10,479 1,026,418 
Yum! Brands, Inc. 52,428 4,688,112 
  41,119,077 
Household Durables - 0.5%   
D.R. Horton, Inc. 42,478 1,396,677 
Garmin Ltd. 15,093 820,003 
Harman International Industries, Inc. 9,079 750,289 
Leggett & Platt, Inc. 17,285 908,672 
Lennar Corp. Class A 23,601 1,104,527 
Mohawk Industries, Inc. (a) 8,199 1,713,099 
Newell Brands, Inc. 58,764 3,082,759 
PulteGroup, Inc. 40,519 858,192 
Whirlpool Corp. 9,776 1,880,511 
  12,514,729 
Internet & Catalog Retail - 2.2%   
Amazon.com, Inc. (a) 49,785 37,777,356 
Expedia, Inc. 15,083 1,759,432 
Netflix, Inc. (a) 55,113 5,029,061 
Priceline Group, Inc. (a) 6,388 8,628,974 
TripAdvisor, Inc. (a) 14,708 1,029,119 
  54,223,942 
Leisure Products - 0.1%   
Hasbro, Inc. 14,442 1,173,124 
Mattel, Inc. 43,807 1,462,278 
  2,635,402 
Media - 2.7%   
CBS Corp. Class B 53,440 2,790,637 
Comcast Corp. Class A 311,108 20,922,013 
Discovery Communications, Inc.:   
Class A (a) 19,361 485,767 
Class C (non-vtg.) (a) 30,724 753,967 
Interpublic Group of Companies, Inc. 51,780 1,194,047 
News Corp.:   
Class A 48,970 635,141 
Class B 13,872 186,440 
Omnicom Group, Inc. 30,593 2,517,498 
Scripps Networks Interactive, Inc. Class A 12,227 807,716 
Tegna, Inc. 27,998 613,156 
The Walt Disney Co. 192,069 18,429,021 
Time Warner, Inc. 101,191 7,756,290 
Twenty-First Century Fox, Inc.:   
Class A 140,992 3,756,027 
Class B 55,486 1,499,787 
Viacom, Inc. Class B (non-vtg.) 44,601 2,028,007 
  64,375,514 
Multiline Retail - 0.6%   
Dollar General Corp. 36,515 3,459,431 
Dollar Tree, Inc. (a) 30,312 2,918,742 
Kohl's Corp. 23,639 983,146 
Macy's, Inc. 39,684 1,421,878 
Nordstrom, Inc. 16,514 730,414 
Target Corp. 75,826 5,711,973 
  15,225,584 
Specialty Retail - 2.7%   
Advance Auto Parts, Inc. 9,465 1,607,725 
AutoNation, Inc. (a) 9,154 488,366 
AutoZone, Inc. (a) 3,843 3,128,087 
Bed Bath & Beyond, Inc. 19,864 892,887 
Best Buy Co., Inc. 36,279 1,218,974 
CarMax, Inc. (a) 24,941 1,453,063 
Foot Locker, Inc. 17,512 1,044,065 
Gap, Inc. 29,188 752,759 
Home Depot, Inc. 160,075 22,128,768 
L Brands, Inc. 32,555 2,405,815 
Lowe's Companies, Inc. 114,022 9,381,730 
O'Reilly Automotive, Inc. (a) 12,411 3,607,009 
Ross Stores, Inc. 51,703 3,196,796 
Signet Jewelers Ltd. 10,038 882,441 
Staples, Inc. 83,162 772,575 
Tiffany & Co., Inc. 14,107 910,184 
TJX Companies, Inc. 85,066 6,951,594 
Tractor Supply Co. 17,169 1,573,539 
Ulta Salon, Cosmetics & Fragrance, Inc. (a) 8,037 2,099,345 
Urban Outfitters, Inc. (a) 11,152 333,445 
  64,829,167 
Textiles, Apparel & Luxury Goods - 0.8%   
Coach, Inc. 35,777 1,542,346 
Hanesbrands, Inc. 48,577 1,295,063 
Michael Kors Holdings Ltd. (a) 22,707 1,174,406 
NIKE, Inc. Class B 171,328 9,508,704 
PVH Corp. 10,428 1,053,854 
Ralph Lauren Corp. 7,338 719,784 
Under Armour, Inc.:   
Class A (sub. vtg.) (a) 23,566 929,914 
Class C (non-vtg.) 23,686 845,590 
VF Corp. 42,928 2,679,995 
  19,749,656 
TOTAL CONSUMER DISCRETIONARY  300,085,619 
CONSUMER STAPLES - 10.1%   
Beverages - 2.3%   
Brown-Forman Corp. Class B (non-vtg.) 12,932 1,269,793 
Constellation Brands, Inc. Class A (sub. vtg.) 22,700 3,737,101 
Dr. Pepper Snapple Group, Inc. 23,910 2,355,374 
Molson Coors Brewing Co. Class B 23,693 2,420,477 
Monster Beverage Corp. (a) 18,115 2,909,812 
PepsiCo, Inc. 185,863 20,244,198 
The Coca-Cola Co. 501,012 21,859,154 
  54,795,909 
Food & Staples Retailing - 2.2%   
Costco Wholesale Corp. 56,369 9,426,024 
CVS Health Corp. 138,201 12,813,997 
Kroger Co. 122,730 4,196,139 
Sysco Corp. 67,435 3,492,459 
Wal-Mart Stores, Inc. 196,509 14,339,262 
Walgreens Boots Alliance, Inc. 111,202 8,812,759 
Whole Foods Market, Inc. 41,309 1,259,098 
  54,339,738 
Food Products - 1.8%   
Archer Daniels Midland Co. 75,608 3,408,409 
Campbell Soup Co. 23,073 1,436,756 
ConAgra Foods, Inc. 56,156 2,625,855 
General Mills, Inc. 76,486 5,498,579 
Hormel Foods Corp. 34,772 1,298,734 
Kellogg Co. 32,432 2,682,451 
McCormick & Co., Inc. (non-vtg.) 14,833 1,516,674 
Mead Johnson Nutrition Co. Class A 24,020 2,142,584 
Mondelez International, Inc. 199,714 8,783,422 
The Hershey Co. 18,084 2,002,984 
The J.M. Smucker Co. 15,400 2,374,064 
The Kraft Heinz Co. 76,667 6,623,262 
Tyson Foods, Inc. Class A 38,672 2,846,259 
  43,240,033 
Household Products - 2.0%   
Church & Dwight Co., Inc. 16,513 1,622,237 
Clorox Co. 16,643 2,181,398 
Colgate-Palmolive Co. 114,910 8,552,751 
Kimberly-Clark Corp. 46,340 6,003,347 
Procter & Gamble Co. 342,518 29,316,116 
  47,675,849 
Personal Products - 0.1%   
Estee Lauder Companies, Inc. Class A 28,640 2,660,656 
Tobacco - 1.7%   
Altria Group, Inc. 251,747 17,043,272 
Philip Morris International, Inc. 199,612 20,013,099 
Reynolds American, Inc. 106,526 5,332,692 
  42,389,063 
TOTAL CONSUMER STAPLES  245,101,248 
ENERGY - 6.9%   
Energy Equipment & Services - 1.1%   
Baker Hughes, Inc. 56,350 2,695,221 
Diamond Offshore Drilling, Inc. 8,296 188,485 
FMC Technologies, Inc. (a) 29,127 739,243 
Halliburton Co. 110,568 4,827,399 
Helmerich & Payne, Inc. 13,903 861,569 
National Oilwell Varco, Inc. 48,519 1,569,590 
Schlumberger Ltd. 178,798 14,396,815 
Transocean Ltd. (United States) 44,173 485,461 
  25,763,783 
Oil, Gas & Consumable Fuels - 5.8%   
Anadarko Petroleum Corp. 65,680 3,581,530 
Apache Corp. 48,708 2,557,170 
Cabot Oil & Gas Corp. 59,835 1,476,129 
Chesapeake Energy Corp. (a) 75,255 407,882 
Chevron Corp. 242,517 24,853,142 
Cimarex Energy Co. 12,200 1,464,244 
Concho Resources, Inc. (a) 16,773 2,083,207 
ConocoPhillips Co. 159,351 6,504,708 
Devon Energy Corp. 67,427 2,581,106 
EOG Resources, Inc. 70,808 5,785,014 
EQT Corp. 22,228 1,619,532 
Exxon Mobil Corp. 533,572 47,461,229 
Hess Corp. 33,920 1,819,808 
Kinder Morgan, Inc. 235,462 4,786,942 
Marathon Oil Corp. 109,073 1,487,756 
Marathon Petroleum Corp. 68,177 2,685,492 
Murphy Oil Corp. 20,828 571,312 
Newfield Exploration Co. (a) 25,312 1,096,010 
Noble Energy, Inc. 55,147 1,969,851 
Occidental Petroleum Corp. 98,276 7,344,165 
ONEOK, Inc. 27,036 1,210,942 
Phillips 66 Co. 60,190 4,578,051 
Pioneer Natural Resources Co. 21,046 3,421,448 
Range Resources Corp. 21,843 880,491 
Southwestern Energy Co. (a) 60,904 887,980 
Spectra Energy Corp. 88,042 3,166,871 
Tesoro Corp. 15,439 1,175,680 
The Williams Companies, Inc. 87,889 2,106,699 
Valero Energy Corp. 60,452 3,160,431 
  142,724,822 
TOTAL ENERGY  168,488,605 
FINANCIALS - 16.0%   
Banks - 5.2%   
Bank of America Corp. 1,321,756 19,152,244 
BB&T Corp. 105,626 3,894,431 
Citigroup, Inc. 377,657 16,545,153 
Citizens Financial Group, Inc. 68,067 1,519,936 
Comerica, Inc. 22,536 1,019,529 
Fifth Third Bancorp 98,787 1,874,977 
Huntington Bancshares, Inc. 102,795 976,553 
JPMorgan Chase & Co. 470,527 30,099,612 
KeyCorp 139,343 1,630,313 
M&T Bank Corp. 20,459 2,343,783 
Peoples United Financial, Inc. 40,000 606,400 
PNC Financial Services Group, Inc. 64,252 5,310,428 
Regions Financial Corp. 162,996 1,494,673 
SunTrust Banks, Inc. 64,483 2,726,986 
U.S. Bancorp 208,819 8,805,897 
Wells Fargo & Co. 594,500 28,518,165 
Zions Bancorporation 26,330 734,080 
  127,253,160 
Capital Markets - 1.8%   
Affiliated Managers Group, Inc. (a) 6,924 1,016,305 
Ameriprise Financial, Inc. 21,336 2,044,842 
Bank of New York Mellon Corp. 138,595 5,460,643 
BlackRock, Inc. Class A 16,187 5,928,489 
Charles Schwab Corp. 154,764 4,398,393 
E*TRADE Financial Corp. (a) 35,865 899,494 
Franklin Resources, Inc. 47,418 1,716,057 
Goldman Sachs Group, Inc. 49,710 7,894,445 
Invesco Ltd. 53,693 1,566,762 
Legg Mason, Inc. 13,563 463,041 
Morgan Stanley 194,414 5,585,514 
Northern Trust Corp. 27,599 1,865,416 
State Street Corp. 50,948 3,351,359 
T. Rowe Price Group, Inc. 31,938 2,257,697 
  44,448,457 
Consumer Finance - 0.7%   
American Express Co. 104,019 6,705,065 
Capital One Financial Corp. 65,896 4,420,304 
Discover Financial Services 53,044 3,015,021 
Navient Corp. 42,530 603,926 
Synchrony Financial 107,305 2,991,663 
  17,735,979 
Diversified Financial Services - 2.4%   
Berkshire Hathaway, Inc. Class B (a) 241,120 34,786,382 
Broadcom Ltd. 47,730 7,731,305 
CME Group, Inc. 43,575 4,455,108 
IntercontinentalExchange, Inc. 15,319 4,047,280 
Leucadia National Corp. 42,894 783,244 
McGraw Hill Financial, Inc. 34,048 4,160,666 
Moody's Corp. 21,751 2,305,824 
The NASDAQ OMX Group, Inc. 14,818 1,048,522 
  59,318,331 
Insurance - 2.6%   
AFLAC, Inc. 53,270 3,850,356 
Allstate Corp. 48,172 3,291,593 
American International Group, Inc. 143,993 7,838,979 
Aon PLC 34,089 3,649,909 
Arthur J. Gallagher & Co. 22,793 1,121,188 
Assurant, Inc. 7,970 661,590 
Chubb Ltd. 59,767 7,486,414 
Cincinnati Financial Corp. 19,034 1,421,840 
Hartford Financial Services Group, Inc. 50,619 2,017,167 
Lincoln National Corp. 30,754 1,343,027 
Loews Corp. 34,463 1,424,356 
Marsh & McLennan Companies, Inc. 67,071 4,409,918 
MetLife, Inc. 141,372 6,042,239 
Principal Financial Group, Inc. 34,686 1,617,408 
Progressive Corp. 75,019 2,438,868 
Prudential Financial, Inc. 56,875 4,282,119 
The Travelers Companies, Inc. 37,624 4,372,661 
Torchmark Corp. 14,438 893,279 
Unum Group 30,594 1,022,146 
Willis Group Holdings PLC 17,815 2,202,290 
XL Group Ltd. 36,631 1,267,799 
  62,655,146 
Real Estate Investment Trusts - 3.2%   
American Tower Corp. 54,631 6,324,631 
Apartment Investment & Management Co. Class A 20,152 926,387 
AvalonBay Communities, Inc. 17,650 3,276,723 
Boston Properties, Inc. 19,766 2,809,342 
Crown Castle International Corp. 43,351 4,206,348 
Digital Realty Trust, Inc. 18,893 1,973,563 
Equinix, Inc. 8,935 3,331,593 
Equity Residential (SBI) 47,031 3,197,638 
Essex Property Trust, Inc. 8,420 1,969,270 
Extra Space Storage, Inc. 16,112 1,385,954 
Federal Realty Investment Trust (SBI) 9,124 1,548,343 
General Growth Properties, Inc. 75,007 2,396,474 
HCP, Inc. 60,104 2,357,880 
Host Hotels & Resorts, Inc. 96,161 1,705,896 
Iron Mountain, Inc. 30,755 1,267,414 
Kimco Realty Corp. 53,999 1,733,368 
Prologis, Inc. 67,603 3,683,687 
Public Storage 18,963 4,530,640 
Realty Income Corp. 33,151 2,369,302 
Simon Property Group, Inc. 39,814 9,039,371 
SL Green Realty Corp. 12,898 1,519,642 
The Macerich Co. 16,241 1,449,347 
UDR, Inc. 34,375 1,279,781 
Ventas, Inc. 43,510 3,313,722 
Vornado Realty Trust 22,833 2,452,264 
Welltower, Inc. 45,936 3,644,103 
Weyerhaeuser Co. 96,131 3,145,406 
  76,838,089 
Real Estate Management & Development - 0.1%   
CBRE Group, Inc. (a) 37,552 1,068,354 
TOTAL FINANCIALS  389,317,516 
HEALTH CARE - 15.1%   
Biotechnology - 3.1%   
AbbVie, Inc. 208,117 13,783,589 
Alexion Pharmaceuticals, Inc. (a) 28,826 3,707,024 
Amgen, Inc. 96,664 16,629,108 
Biogen, Inc. (a) 28,187 8,172,257 
Celgene Corp. (a) 99,674 11,182,426 
Gilead Sciences, Inc. 171,374 13,619,092 
Regeneron Pharmaceuticals, Inc. (a) 10,037 4,266,929 
Vertex Pharmaceuticals, Inc. (a) 31,828 3,087,316 
  74,447,741 
Health Care Equipment & Supplies - 2.8%   
Abbott Laboratories 189,045 8,459,764 
Baxter International, Inc. 71,063 3,412,445 
Becton, Dickinson & Co. 27,305 4,805,680 
Boston Scientific Corp. (a) 174,598 4,239,239 
C.R. Bard, Inc. 9,434 2,110,669 
Danaher Corp. 77,098 6,278,861 
Dentsply Sirona, Inc. 30,141 1,930,230 
Edwards Lifesciences Corp. (a) 27,249 3,120,555 
Hologic, Inc. (a) 31,215 1,201,465 
Intuitive Surgical, Inc. (a) 4,897 3,407,137 
Medtronic PLC 180,940 15,855,772 
St. Jude Medical, Inc. 36,581 3,037,686 
Stryker Corp. 40,422 4,700,270 
Varian Medical Systems, Inc. (a) 12,252 1,160,754 
Zimmer Biomet Holdings, Inc. 25,637 3,362,036 
  67,082,563 
Health Care Providers & Services - 2.7%   
Aetna, Inc. 45,114 5,197,584 
AmerisourceBergen Corp. 23,610 2,011,336 
Anthem, Inc. 33,836 4,444,020 
Cardinal Health, Inc. 41,924 3,504,846 
Centene Corp. (a) 21,935 1,547,514 
Cigna Corp. 33,008 4,256,712 
DaVita HealthCare Partners, Inc. (a) 20,991 1,627,642 
Express Scripts Holding Co. (a) 81,427 6,194,152 
HCA Holdings, Inc. (a) 38,746 2,988,479 
Henry Schein, Inc. (a) 10,560 1,911,149 
Humana, Inc. 19,178 3,309,164 
Laboratory Corp. of America Holdings (a) 13,176 1,838,843 
McKesson Corp. 28,955 5,633,485 
Patterson Companies, Inc. 10,710 528,646 
Quest Diagnostics, Inc. 18,203 1,572,011 
UnitedHealth Group, Inc. 122,347 17,520,090 
Universal Health Services, Inc. Class B 11,550 1,496,072 
  65,581,745 
Health Care Technology - 0.1%   
Cerner Corp. (a) 38,717 2,415,554 
Life Sciences Tools & Services - 0.6%   
Agilent Technologies, Inc. 42,176 2,029,087 
Illumina, Inc. (a) 18,941 3,150,835 
PerkinElmer, Inc. 14,030 798,588 
Thermo Fisher Scientific, Inc. 50,635 8,042,863 
Waters Corp. (a) 10,415 1,655,256 
  15,676,629 
Pharmaceuticals - 5.8%   
Allergan PLC (a) 50,899 12,874,902 
Bristol-Myers Squibb Co. 214,800 16,069,188 
Eli Lilly & Co. 124,993 10,360,670 
Endo International PLC (a) 26,359 457,592 
Johnson & Johnson 353,944 44,324,407 
Mallinckrodt PLC (a) 14,068 947,339 
Merck & Co., Inc. 356,180 20,893,519 
Mylan N.V. (a) 54,948 2,571,017 
Perrigo Co. PLC 18,429 1,684,226 
Pfizer, Inc. 780,404 28,789,104 
Zoetis, Inc. Class A 58,742 2,964,709 
  141,936,673 
TOTAL HEALTH CARE  367,140,905 
INDUSTRIALS - 9.8%   
Aerospace & Defense - 2.6%   
General Dynamics Corp. 36,969 5,430,376 
Honeywell International, Inc. 98,067 11,408,134 
L-3 Communications Holdings, Inc. 9,903 1,501,592 
Lockheed Martin Corp. 33,692 8,514,979 
Northrop Grumman Corp. 23,220 5,030,149 
Raytheon Co. 38,214 5,331,999 
Rockwell Collins, Inc. 16,753 1,417,639 
Textron, Inc. 34,593 1,349,127 
The Boeing Co. 77,050 10,298,503 
TransDigm Group, Inc. (a) 6,817 1,905,488 
United Technologies Corp. 100,147 10,780,825 
  62,968,811 
Air Freight & Logistics - 0.7%   
C.H. Robinson Worldwide, Inc. 18,371 1,278,989 
Expeditors International of Washington, Inc. 23,427 1,157,997 
FedEx Corp. 32,121 5,200,390 
United Parcel Service, Inc. Class B 88,845 9,604,145 
  17,241,521 
Airlines - 0.5%   
Alaska Air Group, Inc. 15,860 1,066,109 
American Airlines Group, Inc. 74,397 2,641,094 
Delta Air Lines, Inc. 99,286 3,847,333 
Southwest Airlines Co. 82,183 3,041,593 
United Continental Holdings, Inc. (a) 43,197 2,025,507 
  12,621,636 
Building Products - 0.1%   
Allegion PLC 12,319 891,772 
Fortune Brands Home & Security, Inc. 19,736 1,248,697 
Masco Corp. 42,817 1,561,964 
  3,702,433 
Commercial Services & Supplies - 0.4%   
Cintas Corp. 11,153 1,196,382 
Pitney Bowes, Inc. 24,272 468,692 
Republic Services, Inc. 30,533 1,565,122 
Stericycle, Inc. (a) 10,926 986,290 
Tyco International Ltd. 54,752 2,495,049 
Waste Management, Inc. 53,164 3,515,204 
  10,226,739 
Construction & Engineering - 0.1%   
Fluor Corp. 17,916 958,864 
Jacobs Engineering Group, Inc. (a) 15,689 839,675 
Quanta Services, Inc. (a) 19,435 497,536 
  2,296,075 
Electrical Equipment - 0.6%   
Acuity Brands, Inc. 5,640 1,480,105 
AMETEK, Inc. 30,034 1,412,499 
Eaton Corp. PLC 58,934 3,737,005 
Emerson Electric Co. 82,785 4,627,682 
Fortive Corp. (a) 38,549 1,858,447 
Rockwell Automation, Inc. 16,761 1,917,458 
  15,033,196 
Industrial Conglomerates - 2.2%   
3M Co. 78,043 13,919,749 
General Electric Co. 1,183,266 36,846,903 
Roper Technologies, Inc. 13,022 2,218,428 
  52,985,080 
Machinery - 1.3%   
Caterpillar, Inc. 75,130 6,217,759 
Cummins, Inc. 20,387 2,502,912 
Deere & Co. 38,416 2,985,307 
Dover Corp. 19,964 1,426,029 
Flowserve Corp. 16,775 802,684 
Illinois Tool Works, Inc. 41,618 4,802,717 
Ingersoll-Rand PLC 33,130 2,195,194 
PACCAR, Inc. 45,096 2,659,311 
Parker Hannifin Corp. 17,330 1,978,913 
Pentair PLC 23,254 1,484,070 
Snap-On, Inc. 7,482 1,175,946 
Stanley Black & Decker, Inc. 19,317 2,350,879 
Xylem, Inc. 23,020 1,100,586 
  31,682,307 
Professional Services - 0.3%   
Dun & Bradstreet Corp. 4,666 603,081 
Equifax, Inc. 15,314 2,028,492 
Nielsen Holdings PLC 46,427 2,500,558 
Robert Half International, Inc. 16,898 617,453 
Verisk Analytics, Inc. (a) 19,908 1,697,754 
  7,447,338 
Road & Rail - 0.8%   
CSX Corp. 122,998 3,484,533 
J.B. Hunt Transport Services, Inc. 11,452 952,005 
Kansas City Southern 13,896 1,335,545 
Norfolk Southern Corp. 38,055 3,416,578 
Ryder System, Inc. 6,910 455,369 
Union Pacific Corp. 108,221 10,069,964 
  19,713,994 
Trading Companies & Distributors - 0.2%   
Fastenal Co. 37,173 1,589,146 
United Rentals, Inc. (a) 11,388 907,282 
W.W. Grainger, Inc. 7,260 1,588,851 
  4,085,279 
TOTAL INDUSTRIALS  240,004,409 
INFORMATION TECHNOLOGY - 20.1%   
Communications Equipment - 1.0%   
Cisco Systems, Inc. 647,207 19,759,230 
F5 Networks, Inc. (a) 8,618 1,063,634 
Harris Corp. 16,050 1,390,251 
Juniper Networks, Inc. 45,453 1,031,329 
Motorola Solutions, Inc. 20,445 1,418,474 
  24,662,918 
Electronic Equipment & Components - 0.3%   
Amphenol Corp. Class A 39,623 2,358,361 
Corning, Inc. 138,373 3,074,648 
FLIR Systems, Inc. 17,710 576,992 
TE Connectivity Ltd. 46,017 2,773,905 
  8,783,906 
Internet Software & Services - 4.4%   
Akamai Technologies, Inc. (a) 22,594 1,141,675 
Alphabet, Inc.:   
Class A 37,789 29,903,947 
Class C (a) 38,006 29,218,633 
eBay, Inc. (a) 136,010 4,238,072 
Facebook, Inc. Class A (a) 297,482 36,869,919 
VeriSign, Inc. (a) 12,284 1,063,917 
Yahoo!, Inc. (a) 112,454 4,294,618 
  106,730,781 
IT Services - 3.7%   
Accenture PLC Class A 80,267 9,054,920 
Alliance Data Systems Corp. (a) 7,585 1,756,838 
Automatic Data Processing, Inc. 58,617 5,213,982 
Cognizant Technology Solutions Corp. Class A (a) 77,962 4,482,035 
CSRA, Inc. 17,652 475,192 
Fidelity National Information Services, Inc. 35,705 2,839,619 
Fiserv, Inc. (a) 28,609 3,157,289 
Global Payments, Inc. 19,816 1,479,463 
IBM Corp. 113,643 18,253,339 
MasterCard, Inc. Class A 124,919 11,897,286 
Paychex, Inc. 41,241 2,444,766 
PayPal Holdings, Inc. (a) 141,922 5,285,175 
Teradata Corp. (a) 16,728 474,741 
The Western Union Co. 63,198 1,263,960 
Total System Services, Inc. 21,736 1,106,797 
Visa, Inc. Class A 245,102 19,130,211 
Xerox Corp. 122,529 1,262,049 
  89,577,662 
Semiconductors & Semiconductor Equipment - 2.7%   
Analog Devices, Inc. 39,549 2,524,413 
Applied Materials, Inc. 140,148 3,684,491 
First Solar, Inc. (a) 9,868 460,638 
Intel Corp. 607,611 21,181,319 
KLA-Tencor Corp. 20,036 1,516,926 
Lam Research Corp. 20,537 1,843,606 
Linear Technology Corp. 30,767 1,845,712 
Microchip Technology, Inc. 27,642 1,538,001 
Micron Technology, Inc. (a) 133,443 1,833,507 
NVIDIA Corp. 65,277 3,727,317 
Qorvo, Inc. (a) 16,410 1,037,604 
Qualcomm, Inc. 189,015 11,828,559 
Skyworks Solutions, Inc. 24,479 1,616,104 
Texas Instruments, Inc. 129,221 9,013,165 
Xilinx, Inc. 32,648 1,667,660 
  65,319,022 
Software - 4.2%   
Activision Blizzard, Inc. 65,545 2,632,287 
Adobe Systems, Inc. (a) 64,365 6,298,759 
Autodesk, Inc. (a) 28,899 1,718,046 
CA Technologies, Inc. 38,076 1,319,333 
Citrix Systems, Inc. (a) 19,958 1,778,857 
Electronic Arts, Inc. (a) 38,810 2,961,979 
Intuit, Inc. 32,924 3,654,235 
Microsoft Corp. 1,011,458 57,329,439 
Oracle Corp. 400,493 16,436,233 
Red Hat, Inc. (a) 23,347 1,757,796 
Salesforce.com, Inc. (a) 81,948 6,703,346 
Symantec Corp. 78,788 1,609,639 
  104,199,949 
Technology Hardware, Storage & Peripherals - 3.8%   
Apple, Inc. 704,816 73,448,868 
EMC Corp. 251,332 7,107,669 
Hewlett Packard Enterprise Co. 213,823 4,494,559 
HP, Inc. 220,115 3,083,811 
NetApp, Inc. 37,198 980,167 
Seagate Technology LLC 38,408 1,230,208 
Western Digital Corp. 36,215 1,720,575 
  92,065,857 
TOTAL INFORMATION TECHNOLOGY  491,340,095 
MATERIALS - 2.9%   
Chemicals - 2.0%   
Air Products & Chemicals, Inc. 25,024 3,739,086 
Albemarle Corp. U.S. 14,451 1,216,341 
CF Industries Holdings, Inc. 29,993 740,227 
E.I. du Pont de Nemours & Co. 112,400 7,774,708 
Eastman Chemical Co. 19,129 1,247,785 
Ecolab, Inc. 33,968 4,021,132 
FMC Corp. 17,210 818,163 
International Flavors & Fragrances, Inc. 10,257 1,366,745 
LyondellBasell Industries NV Class A 43,928 3,306,021 
Monsanto Co. 56,212 6,001,755 
PPG Industries, Inc. 34,236 3,584,852 
Praxair, Inc. 36,706 4,277,717 
Sherwin-Williams Co. 10,116 3,032,069 
The Dow Chemical Co. 144,481 7,754,295 
The Mosaic Co. 45,013 1,215,351 
  50,096,247 
Construction Materials - 0.2%   
Martin Marietta Materials, Inc. 8,174 1,656,461 
Vulcan Materials Co. 17,139 2,124,893 
  3,781,354 
Containers & Packaging - 0.3%   
Avery Dennison Corp. 11,475 893,788 
Ball Corp. 22,384 1,581,877 
International Paper Co. 52,909 2,423,761 
Owens-Illinois, Inc. (a) 20,835 391,490 
Sealed Air Corp. 25,367 1,196,815 
WestRock Co. 32,505 1,394,790 
  7,882,521 
Metals & Mining - 0.4%   
Alcoa, Inc. 169,224 1,797,159 
Freeport-McMoRan, Inc. 161,120 2,088,115 
Newmont Mining Corp. 68,267 3,003,748 
Nucor Corp. 40,910 2,194,412 
  9,083,434 
TOTAL MATERIALS  70,843,556 
TELECOMMUNICATION SERVICES - 2.8%   
Diversified Telecommunication Services - 2.8%   
AT&T, Inc. 792,134 34,291,481 
CenturyLink, Inc. 70,264 2,209,100 
Frontier Communications Corp. 150,949 784,935 
Level 3 Communications, Inc. (a) 37,307 1,887,734 
Verizon Communications, Inc. 524,523 29,063,819 
  68,237,069 
UTILITIES - 3.4%   
Electric Utilities - 2.1%   
Alliant Energy Corp. 29,226 1,176,347 
American Electric Power Co., Inc. 63,220 4,381,146 
Duke Energy Corp. 88,645 7,587,126 
Edison International 41,924 3,244,079 
Entergy Corp. 22,999 1,871,889 
Eversource Energy 40,817 2,387,386 
Exelon Corp. 118,615 4,421,967 
FirstEnergy Corp. 54,650 1,908,378 
NextEra Energy, Inc. 59,376 7,617,347 
PG&E Corp. 63,830 4,081,290 
Pinnacle West Capital Corp. 14,301 1,127,920 
PPL Corp. 87,107 3,284,805 
Southern Co. 120,769 6,461,142 
Xcel Energy, Inc. 65,362 2,874,621 
  52,425,443 
Independent Power and Renewable Electricity Producers - 0.1%   
NRG Energy, Inc. 40,522 560,824 
The AES Corp. 84,798 1,047,255 
  1,608,079 
Multi-Utilities - 1.1%   
Ameren Corp. 31,222 1,637,282 
CenterPoint Energy, Inc. 55,411 1,325,431 
CMS Energy Corp. 35,921 1,622,911 
Consolidated Edison, Inc. 39,139 3,134,251 
Dominion Resources, Inc. 79,293 6,186,440 
DTE Energy Co. 23,089 2,251,639 
NiSource, Inc. 41,375 1,061,683 
Public Service Enterprise Group, Inc. 65,101 2,995,297 
SCANA Corp. 18,390 1,378,147 
Sempra Energy 30,500 3,412,340 
WEC Energy Group, Inc. 40,617 2,636,449 
  27,641,870 
Water Utilities - 0.1%   
American Water Works Co., Inc. 22,867 1,888,357 
TOTAL UTILITIES  83,563,749 
TOTAL COMMON STOCKS   
(Cost $2,397,971,570)  2,424,122,771 
Money Market Funds - 2.5%   
Fidelity Cash Central Fund, 0.42% (b)   
(Cost $62,105,501) 62,105,501 62,105,501 
TOTAL INVESTMENT PORTFOLIO - 101.9%   
(Cost $2,460,077,071)  2,486,228,272 
NET OTHER ASSETS (LIABILITIES) - (1.9)%  (46,397,574) 
NET ASSETS - 100%  $2,439,830,698 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
144 CME E-mini S&P 500 Index Contracts (United States) Sept. 2016 15,611,040 $128,619 


The face value of futures purchased as a percentage of Net Assets is 0.6%

Legend

 (a) Non-income producing

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


Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $54,140 
Total $54,140 

Investment Valuation

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

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of July 31, 2016. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type Value 
 Asset Liability 
Equity Risk   
Futures Contracts(a) $128,619 $0 
Total Equity Risk 128,619 
Total Value of Derivatives $128,619 $0 

 (a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. In the Statement of Assets and Liabilities, the period end daily variation margin is included in receivable or payable for daily variation margin for derivative instruments, and the net cumulative appreciation (depreciation) is included in net unrealized appreciation (depreciation).


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


Financial Statements

Statement of Assets and Liabilities

  July 31, 2016 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $2,397,971,570) 
$2,424,122,771  
Fidelity Central Funds (cost $62,105,501) 62,105,501  
Total Investments (cost $2,460,077,071)  $2,486,228,272 
Segregated cash with brokers for derivative instruments  495,600 
Cash  1,025,564 
Receivable for fund shares sold  21,819,296 
Dividends receivable  790,721 
Distributions receivable from Fidelity Central Funds  41,682 
Receivable for daily variation margin for derivative instruments  23,939 
Prepaid expenses  10,867 
Receivable from investment adviser for expense reductions  55,547 
Total assets  2,510,491,488 
Liabilities   
Payable for investments purchased $68,787,306  
Payable for fund shares redeemed 1,762,188  
Accrued management fee 10,809  
Other affiliated payables 53,966  
Other payables and accrued expenses 46,521  
Total liabilities  70,660,790 
Net Assets  $2,439,830,698 
Net Assets consist of:   
Paid in capital  $2,412,196,282 
Undistributed net investment income  1,281,724 
Accumulated undistributed net realized gain (loss) on investments  72,872 
Net unrealized appreciation (depreciation) on investments  26,279,820 
Net Assets, for 211,300,003 shares outstanding  $2,439,830,698 
Net Asset Value, offering price and redemption price per share ($2,439,830,698 ÷ 211,300,003 shares)  $11.55 

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


Statement of Operations

  For the period February 2, 2016 (commencement of operations) to July 31, 2016 
Investment Income   
Dividends  $1,246,286 
Income from Fidelity Central Funds  54,140 
Total income  1,300,426 
Expenses   
Management fee $14,902  
Transfer agent fees 69,312  
Accounting fees and expenses 7,960  
Custodian fees and expenses 34,771  
Independent trustees' fees and expenses 95  
Registration fees 46,343  
Audit 35,135  
Legal  
Miscellaneous 454  
Total expenses before reductions 208,973  
Expense reductions (190,271) 18,702 
Net investment income (loss)  1,281,724 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 25,056  
Futures contracts 47,816  
Total net realized gain (loss)  72,872 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
26,151,201  
Futures contracts 128,619  
Total change in net unrealized appreciation (depreciation)  26,279,820 
Net gain (loss)  26,352,692 
Net increase (decrease) in net assets resulting from operations  $27,634,416 

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


Statement of Changes in Net Assets

 For the period February 2, 2016 (commencement of operations) to July 31, 2016 
Increase (Decrease) in Net Assets  
Operations  
Net investment income (loss) $1,281,724 
Net realized gain (loss) 72,872 
Change in net unrealized appreciation (depreciation) 26,279,820 
Net increase (decrease) in net assets resulting from operations 27,634,416 
Share transactions  
Proceeds from sales of shares 2,455,740,983 
Cost of shares redeemed (43,544,701) 
Net increase (decrease) in net assets resulting from share transactions 2,412,196,282 
Total increase (decrease) in net assets 2,439,830,698 
Net Assets  
Beginning of period – 
End of period $2,439,830,698 
Other Information  
Undistributed net investment income end of period $1,281,724 
Shares  
Sold 215,132,409 
Redeemed (3,832,406) 
Net increase (decrease) 211,300,003 

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


Financial Highlights — Fidelity SAI U.S. Large Cap Index Fund

  
Period ended July 31, 2016A 
Selected Per–Share Data  
Net asset value, beginning of period $10.00 
Income from Investment Operations  
Net investment income (loss)B .07 
Net realized and unrealized gain (loss) 1.48 
Total from investment operations 1.55 
Net asset value, end of period $11.55 
Total ReturnC,D 15.50% 
Ratios to Average Net AssetsE,F  
Expenses before reductions .22%G,H 
Expenses net of fee waivers, if any .02%G 
Expenses net of all reductions .02%G 
Net investment income (loss) 1.33%G 
Supplemental Data  
Net assets, end of period (000 omitted) $2,439,831 
Portfolio turnover rateI 0%J 

 A For the period February 2, 2016 (commencement of operations) to July 31, 2016.

 B Calculated based on average shares outstanding during the period.

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

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

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

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

 G Annualized

 H Amount represents .218%

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

 J Amount not annualized.


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


Notes to Financial Statements

For the period ended July 31, 2016

1. Organization.

Fidelity SAI U.S. Large Cap Index Fund (the Fund) is a fund of Fidelity Salem Street Trust (the Trust) and is authorized to issue an unlimited number of shares. Shares are offered exclusively to certain clients of Fidelity Management & Research Company (FMR) or its affiliates. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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 (NAV) each business day and are categorized as Level 1 in the hierarchy.

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

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2016, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

Book-tax differences are primarily due to futures contracts and losses deferred due to wash sales.

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

Gross unrealized appreciation $46,410,833 
Gross unrealized depreciation (20,260,129) 
Net unrealized appreciation (depreciation) on securities $26,150,704 
Tax Cost $2,460,077,568 

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

Undistributed ordinary income $1,363,803 
Undistributed long-term capital gain $119,909 
Net unrealized appreciation (depreciation) on securities and other investments $26,150,704 

4. Derivative Instruments.

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

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

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

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

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

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

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

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

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end. Cash deposited to meet initial margin requirements is presented as segregated cash with brokers for derivative instruments in the Statement of Assets and Liabilities

During the period the Fund recognized net realized gain (loss) of $47,816 and a change in net unrealized appreciation (depreciation) of $128,619 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, aggregated $2,398,913,570 and $532,133, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. Pursuant to the management contract and separate expense contract approved by the Board of Trustees effective July 1, 2016, Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee that is based on an annual rate of .015% of the Fund's average net assets. Under the expense contract, total expenses of the Fidelity SAI U.S. Large Cap Index Fund are limited to an annual rate of .09% of the class' average net assets, with certain exceptions.

Prior to July 1, 2016, there was no expense contract in place and under the management contract the management fee was based on an annual rate of .02% of the Fund's average net assets. For the reporting period, the Fund's total annualized management fee rate was .016% of the Fund's average net assets.

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 the investment adviser for providing these services.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives an asset-based fee of .075% of the Fund's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

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

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

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $69 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Expense Reductions.

The investment adviser 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. This reimbursement will remain in place through September 30, 2017. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement. For the period, the expense limitations were as follows:

 Expense
Limitations 
Period  
July 1, 2016 0.015% 
June 1 - June 30, 2016 0.04% 
February 2 - May 31, 2016(a) 0.05% 

 (a) Commencement of operations February 2, 2016


During the period this reimbursement reduced the Fund's expenses by $190,162.

In addition, through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $109.

9. Other.

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

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Salem Street Trust and Shareholders of Fidelity SAI U.S. Large Cap Index Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity SAI U.S. Large Cap Index Fund (the Fund), a fund of Fidelity Salem Street Trust, including the schedule of investments, as of July 31, 2016, and the related statement of operations, the statement of changes in net assets, and the financial highlights for the period from February 2, 2016 (commencement of operations) to July 31, 2016. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2016, by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity SAI U.S. Large Cap Index Fund as of July 31, 2016, and the results of its operations, the changes in its net assets, and the financial highlights for the period from February 2, 2016 (commencement of operations) to July 31, 2016 in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
September 20, 2016

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Except for Jennifer Toolin McAuliffe and Mark A. Murray, each of the Trustees oversees 244 funds. Ms. McAuliffe and Mr. Murray each oversees 191 funds. 

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

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-3455.

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

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

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

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

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

Interested Trustees*:

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

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

Abigail P. Johnson (1961)

Year of Election or Appointment: 2009

Trustee

Chairman of the Board of Trustees

Ms. Johnson also serves as Trustee of other Fidelity® funds. Ms. Johnson serves as President (2013-present) and Chief Executive Officer (2014-present) of FMR LLC (diversified financial services company), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (investment adviser firm, 2011-present), Chairman and Director of FMR (investment adviser firm, 2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc. (investment adviser firm), and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity® funds (2001-2005), and managed a number of Fidelity® funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

Jennifer Toolin McAuliffe (1959)

Year of Election or Appointment: 2016

Trustee

Ms. McAuliffe also serves as Trustee or Member of the Advisory Board of other Fidelity® funds. Ms. McAuliffe previously served as Co-Head of Fixed Income of Fidelity Investments Limited (now known as FIL Limited (FIL)) (diversified financial services company). Earlier roles at FIL included Director of Research for FIL’s credit and quantitative teams in London, Hong Kong and Tokyo. Ms. McAuliffe also was the Director of Research for taxable and municipal bonds at Fidelity Investments Money Management, Inc. Ms. McAuliffe is also a director or trustee of several not-for-profit entities.

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

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

Independent Trustees:

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

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

Elizabeth S. Acton (1951)

Year of Election or Appointment: 2013

Trustee

Ms. Acton also serves as Trustee of other Fidelity® funds. Prior to her retirement in April 2012, Ms. Acton was Executive Vice President, Finance (2011-2012), Executive Vice President, Chief Financial Officer (2002-2011), and Treasurer (2004-2005) of Comerica Incorporated (financial services). Prior to joining Comerica, Ms. Acton held a variety of positions at Ford Motor Company (1983-2002), including Vice President and Treasurer (2000-2002) and Executive Vice President and Chief Financial Officer of Ford Motor Credit Company (1998-2000). Ms. Acton currently serves as a member of the Board of Directors and Audit and Finance Committees of Beazer Homes USA, Inc. (homebuilding, 2012-present). Previously, Ms. Acton served as a Member of the Advisory Board of certain Fidelity® funds (2013-2016).

John Engler (1948)

Year of Election or Appointment: 2014

Trustee

Mr. Engler also serves as Trustee of other Fidelity® funds. He serves as president of the Business Roundtable (2011-present), and on the board of directors for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present) and K12 Inc. (technology-based education company, 2012-present). Previously, Mr. Engler served as a Member of the Advisory Board of certain Fidelity® funds (2014-2016), a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011), member of the Board of Trustees of the Annie E. Casey Foundation (2004-2015), and as governor of Michigan (1991-2003). He is a past chairman of the National Governors Association.

Albert R. Gamper, Jr. (1942)

Year of Election or Appointment: 2006

Trustee

Mr. Gamper also serves as Trustee of other Fidelity® funds. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), and Member of the Board of Trustees of Barnabas Health Care System (1997-present). Previously, Mr. Gamper served as Chairman (2012-2015) and Vice Chairman (2011-2012) of the Independent Trustees of certain Fidelity® funds and as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (1951)

Year of Election or Appointment: 2010

Trustee

Mr. Gartland also serves as Trustee of other Fidelity® funds. Mr. Gartland is Chairman and an investor in Gartland & Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (1947)

Year of Election or Appointment: 2008

Trustee

Vice Chairman of the Independent Trustees

Mr. Johnson also serves as Trustee of other Fidelity® funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation plc (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.

Michael E. Kenneally (1954)

Year of Election or Appointment: 2009

Trustee

Mr. Kenneally also serves as Trustee of other Fidelity® funds. Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management. Before joining Credit Suisse, he was an Executive Vice President and Chief Investment Officer for Bank of America Corporation. Earlier roles at Bank of America included Director of Research, Senior Portfolio Manager and Research Analyst, and Mr. Kenneally was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (1940)

Year of Election or Appointment: 2007

Trustee

Mr. Keyes also serves as Trustee of other Fidelity® funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (1946)

Year of Election or Appointment: 2001

Trustee

Chairman of the Independent Trustees

Ms. Knowles also serves as Trustee of other Fidelity® funds. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company (pipeline and tanker operations). Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Santa Catalina Island Company (real estate, 2009-present). Ms. Knowles is a Member of the Investment Company Institute Board of Governors and a Member of the Governing Council of the Independent Directors Council (2014-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002). Ms. Knowles previously served as Vice Chairman of the Independent Trustees of certain Fidelity® funds (2012-2015).

Mark A. Murray (1954)

Year of Election or Appointment: 2016

Trustee

Mr. Murray also serves as Trustee or Member of the Advisory Board of other Fidelity® funds. Mr. Murray is Vice Chairman (2013-present) of Meijer, Inc. (regional retail chain). Previously, Mr. Murray served as Co-Chief Executive Officer (2013-2016) and President (2006-2013) of Meijer, Inc. Mr. Murray serves as a member of the Board of Directors and Nuclear Review and Public Policy and Responsibility Committees of DTE Energy Company (diversified energy company, 2009-present). Mr. Murray also serves as a member of the Board of Directors of Spectrum Health (not-for-profit health system, 2015-present). Mr. Murray previously served as President of Grand Valley State University (2001-2006), Treasurer for the State of Michigan (1999-2001), Vice President of Finance and Administration for Michigan State University (1998-1999), and a member of the Board of Directors and Audit Committee and Chairman of the Nominating and Corporate Governance Committee of Universal Forest Products, Inc. (manufacturer and distributor of wood and wood-alternative products, 2004-2016). Mr. Murray is also a director or trustee of many community and professional organizations.

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

Advisory Board Members and Officers:

Correspondence intended for an officer may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

Mr. Bryant also serves as Secretary and CLO of other funds. Mr. Bryant serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company (investment adviser firm, 2015-present) and FMR Co., Inc. (investment adviser firm, 2015-present); Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2015-present) and Fidelity Investments Money Management, Inc. (investment adviser firm, 2015-present); and CLO of Fidelity Management & Research (Hong Kong) Limited and FMR Investment Management (U.K.) Limited (investment adviser firms, 2015-present) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and CLO of Fidelity Rutland Square Trust II (2010-2014) and Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds (2013-2015). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).

Jeffrey S. Christian (1961)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Christian also serves as Assistant Treasurer of other funds. Mr. Christian is an employee of Fidelity Investments (2003-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2013

President and Treasurer

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Mr. Goebel serves as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016-present). Previously, Mr. Goebel served as Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John F. Papandrea (1972)

Year of Election or Appointment: 2016

Anti-Money Laundering (AML) Officer

Mr. Papandrea also serves as AML Officer of other funds. Mr. Papandrea is Vice President of FMR LLC (diversified financial services company, 2008-present) and is an employee of Fidelity Investments (2005-present).

Jason P. Pogorelec (1975)

Year of Election or Appointment: 2015

Assistant Secretary

Mr. Pogorelec also serves as Assistant Secretary of other funds. Mr. Pogorelec serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2006-present).

Nancy D. Prior (1967)

Year of Election or Appointment: 2014

Vice President

Ms. Prior also serves as Vice President of other funds. Ms. Prior serves as a Director of FMR Investment Management (U.K.) Limited (investment adviser firm, 2015-present), President (2016-present) and Director (2014-present) of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm), President, Fixed Income (2014-present), Vice Chairman of FIAM LLC (investment adviser firm, 2014-present), and is an employee of Fidelity Investments (2002-present). Previously, Ms. Prior served as Vice President of Fidelity's Money Market Funds (2012-2014), President, Money Market and Short Duration Bond Group of Fidelity Management & Research (FMR) (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2013), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of certain Fidelity® funds (2008-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Assistant Treasurer

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

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Linda J. Wondrack (1964)

Year of Election or Appointment: 2016

Chief Compliance Officer

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc. (investment adviser firm), Fidelity Investments Money Management, Inc. (investment adviser firm), Fidelity Management & Research (U.K.) Inc. (investment adviser firm), Fidelity Management & Research (Hong Kong) (investment adviser firm), Fidelity Management & Research Company (investment adviser firm), FIAM LLC (investment adviser firm), and Strategic Advisers, Inc. (investment adviser firm), Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Chief Compliance Officer of certain Fidelity® funds (2014-2016) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2012-2016); Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Derek L. Young (1964)

Year of Election or Appointment: 2009

Vice President of Fidelity's Asset Allocation Funds

Mr. Young also serves as an officer of other funds. He is a Director of Strategic Advisers, Inc. (investment adviser firm, 2011-present) and FMR Investment Management (U.K.) Limited (investment adviser firm, 2016-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of FIAM LLC (investment adviser firm, 2011-present). Previously, Mr. Young served as Trustee of certain funds (2012-2015), President of Strategic Advisers, Inc. (2011-2015), Chief Investment Officer of GAA (2009-2011), and as a portfolio manager.

Shareholder Expense Example

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

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 2, 2016 to July 31, 2016). The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (February 1, 2016 to July 31, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
 
Ending
Account Value
July 31, 2016 
Expenses Paid
During Period
 
Actual .02% $1,000.00 $1,155.00 .11B 
Hypothetical-C  $1,000.00 $1,024.76 .10D 

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

 B Actual expenses are equal to Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/366 (to reflect the period February 2, 2016 to July 31, 2016.

 C 5% return per year before expenses

 D Hypothetical expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).


Distributions (Unaudited)

The Board of Trustees of Fidelity SAI U.S. Large Cap Index Fund voted to pay on September 19, 2016, to shareholders of record at the opening of business on September 16, 2016, a distribution of $0.001 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.006 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2016, $119,909, or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2017 of amounts for use in preparing 2016 income tax returns.

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity SAI U.S. Large Cap Index Fund

On September 17, 2015, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund, including the fund's sub-advisory agreement with Geode Capital Management, LLC (Geode). The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information.

Nature, Extent, and Quality of Services Provided.  The Board considered staffing as it relates to the fund, including the backgrounds of investment personnel of Fidelity and Geode, and also considered the fund's investment objective, strategies, and related investment philosophy. The Board considered the structure of the portfolio manager compensation programs 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 reviewed the general qualifications and capabilities of Fidelity's and Geode's investment staff, including its size, education, experience, and resources, as well as Fidelity's and Geode's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. Additionally, in its deliberations, the Board considered Fidelity's and Geode's trading, risk management, and compliance capabilities and resources, which are integral parts of the investment management process.

Shareholder and Administrative Services.  The Board considered the nature, extent, quality, and cost of advisory, administrative, and shareholder services to be performed by FMR, the sub-advisers (together with FMR, the Investment Advisers), and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund. The Board also considered the nature and extent of the supervision of third party service providers, principally custodians and subcustodians.

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

Investment Performance.  The fund is a new fund and therefore had no historical performance for the Board to review at the time it approved the fund's Advisory Contracts. The Board considered Geode's experience in managing other index funds under the Board's supervision.

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

Competitiveness of Management Fee and Total Expense Ratio.  The Board considered the fund's proposed management fee and the projected total expense ratio of the fund after the effect of the contractual expense cap referred to in the next paragraph in reviewing the Advisory Contracts. The Board noted that the fund's proposed management fee rate is lower than the median fee rate of funds with similar Lipper investment objective categories and comparable investment mandates, regardless of whether their management fee structures are comparable and that the management and sub-advisory fee rates paid by other Fidelity equity index funds had been considered in proposing the management fee rate for the fund. The Board also considered that the projected total expense ratio of the fund is below the median expense ratio of those funds and classes used by the Board for management fee comparisons that have a similar sales load structure.

The Board also noted that FMR had contractually agreed to reimburse the fund through September 30, 2017 to the extent total operating expenses (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of its average net assets exceed 0.05%.

Based on its review, the Board concluded that the fund's management fee and projected total expense ratio were reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Costs of the Services and Profitability.  The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contracts. In connection with its future renewal of the fund's Advisory Contracts, the Board will consider the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

Economies of Scale.  The Board will consider economies of scale when there is operating experience to permit assessment thereof. It noted that, notwithstanding the entrepreneurial risk associated with a new fund, the management fee was at a level normally associated, by comparison with competitors, with very high fund net assets, and Fidelity asserted to the Board that the level of the fee anticipated economies of scale at lower asset levels even before, if ever, economies of scale are achieved. The Board also noted that the fund and its shareholders would have access to the very considerable number and variety of services available through Fidelity and its affiliates.

Additional Information Considered by the Board:  The Board also received information explaining that the fund's investments will be chosen using an investment discipline developed by Geode, the sub-adviser to Fidelity's equity index funds.

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

Board Approval of Investment Advisory Contracts

Fidelity SAI U.S. Large Cap Index Fund

On July 14, 2016, the Board of Trustees, including the Independent Trustees (together, the Board), voted to ratify an amended and restated management contract (the Amended Contract) for the fund to decrease the management fees paid by the fund to Fidelity Management & Research Company (FMR), the fund's investment adviser, by 0.5 basis points. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information relevant to the approval of the Amended Contract.

Nature, Extent, and Quality of Services Provided.  The Board noted that it previously received and considered materials relating to the nature, extent and quality of services provided by FMR and the sub-advisers to the fund, including the resources dedicated to investment management and support services, shareholder and administrative services, and the benefits to shareholders of investment in a large fund family, in connection with the approval of the fund's current management and sub-advisory agreements. At its September 2015 meeting, the Board concluded that the nature, extent and quality of the services to be provided to the fund under the management and sub-advisory agreements should benefit the fund's shareholders. The Board noted that approval of the Amended Contract would not change the fund's portfolio manager, the investment processes, the level or nature of services provided, the resources and personnel allocated or trading and compliance operations. The Board concluded that the nature, extent, and quality of services to be provided to the fund under the Amended Contract will continue to benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio.  The Board considered that it received and reviewed information regarding the fund’s management fee rate and total expense ratio compared to “mapped groups” of competitive funds and classes at the current management fee and expense levels in connection with the approval of the management contract and sub-advisory agreements. Based on its review, the Board concluded at its September 2015 meeting that the fund’s management fee and projected total expense ratio were reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

In its review of the proposed management fee rate under the Amended Contract, the Board considered that the proposed fee rate is lower by 0.5 basis points than the current management fee rate. The Board also considered that the management fee rate would continue to rank below the median of its competitor funds based on the competitive mapped group data provided to the Board in connection with the approval of the existing management contract.

In connection with its review of the fund’s total expenses, the Board considered the effects of new contractual arrangements for the fund that oblige FMR to pay all “class-level” expenses of the fund’s current share class to the extent necessary to limit total expenses, with certain exceptions, 0.09%. The Board also considered that the total expense ratio for the fund would continue to rank below the median of those funds and classes used by the Board for management fee comparisons that have a similar sales load structure based on the competitive mapped group data provided to the Board in connection with its approval of the existing management contract and sub-advisory agreements. In addition, the Board noted that FMR had contractually agreed to reimburse the fund through September 30, 2017 to the extent total operating expenses (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of its average net assets exceed 0.015%.

Based on its review, the Board concluded that the management fee and the total expenses continue to be fair and reasonable in light of the services that the fund receives and the other factors considered.

Costs of the Services and Profitability.  The Board considered that it had not previously reviewed information about the level of FMR’s profitability with respect to the fund given that the fund had recently launched. Nonetheless, because the Board was approving an arrangement under which the management fees were being reduced, the Board did not consider FMR’s costs of services, revenues, or profitability to be significant factors in its decision to approve the Amended Contract. In connection with its future renewal of the fund’s management agreement and sub-advisory agreements, the Board will consider the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund’s shareholders.

Economies of Scale.  The Board considered that, at its September 2015 meeting, it had noted that, notwithstanding the entrepreneurial risk associated with a new fund, the management fee was at a level normally associated, by comparison with competitors, with very high fund net assets, and that Fidelity asserted to the Board that the level of the fee anticipated economies of scale at lower asset levels even before, if ever, economies of scale are achieved. In connection with the approval of the fund’s Amended Contract, the Board did not consider economies of scale because the proposed fee arrangement lowers the fund’s management fee and FMR will contractually limit expenses. The Board will review economies of scale in connection with future renewals of the Amended Contract.

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 Amended Contract should be ratified and approved.





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

SV9-ANN-0916
1.9870993.100


Fidelity® SAI U.S. Quality Index Fund

Offered exclusively to certain clients of the Adviser or its affiliates - not available for sale to the general public. Fidelity SAI is a product name of Fidelity® index funds dedicated to certain programs affiliated with Strategic Advisers, Inc.



Annual Report

July 31, 2016




Fidelity Investments


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions


To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov.

You may also call 1-800-544-3455 to request a free copy of the proxy voting guidelines.

The funds or securities referred to herein are not sponsored, endorsed, or promoted by MSCI, and MSCI bears no liability with respect to any such funds or securities or any index on which such funds or securities are based. The prospectus contains a more detailed description of the limited relationship MSCI has with Fidelity and any related funds.

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. © 2016 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.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Performance: The Bottom Line

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

Average annual total returns for Fidelity® SAI U.S. Quality Index Fund will be reported once the fund is a year old.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® SAI U.S. Quality Index Fund on October 8, 2015, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the MSCI USA Quality Index performed over the same period.


Period Ending Values

$10,901Fidelity® SAI U.S. Quality Index Fund

$10,911MSCI USA Quality Index

Management's Discussion of Fund Performance

Market Recap:  U.S. equities gained modestly for the year ending July 31, 2016, overcoming persistent concern about global economic growth, uncertainty regarding U.S. monetary policy and the U.K.’s late-June vote to leave the European Union, dubbed Brexit. The S&P 500® index rose 5.61%, with larger-cap, value-oriented stocks and defensive sectors shining brightest. Volatility peaked in the early weeks of 2016, as continued oil-price weakness and U.S.-dollar strength pushed the S&P 500® to its worst January since 2009. Markets then rose beginning in February amid U.S. job gains, a broad rally in energy and materials markets, global economic stimulus and perceived softening of monetary policy by the U.S. Federal Reserve. The June 23 Brexit vote surprised markets and resulted in a sharp two-day decline for stocks, followed by a rebound as investor sentiment shifted and remained positive through July 31. For the year, dividend-rich telecom services (+26%), utilities (+23%) and consumer staples (+12%) led the way amid strong investor demand for yield. Industrials (+10%) and information technology (+10%) also outperformed, as did materials (+8%), despite a weak commodities environment overall. Conversely, a strong run for real estate stocks couldn’t keep financials (-4%) from losing ground, as low interest rates continued to squeeze bank profits.

Comments from Patrick Waddell, Senior Portfolio Manager of the Geode Capital Management, LLC, investment management team:  From the fund’s inception date on October 8, 2015, through July 31, 2016, the fund gained 9.01%, roughly in line with the 9.11% return of the benchmark MSCI USA Quality Index. In a mostly strong period of performance, every sector in the index gained ground except for energy, where several of the stocks in the index struggled – especially Marathon Petroleum, an oil refiner whose profitability suffered along with falling gas prices. Consumer staples and health care fared best, gaining roughly 14% and 12%, respectively. Within the latter group, the fund’s top individual contributor in absolute terms was pharmaceutical manufacturer and medical products company Johnson & Johnson – the largest position in the index – which rose steadily for the period and finished with a 34% gain. In the information technology sector, software manufacturer Microsoft and Alphabet, parent company of Google, enjoyed strong results, as did chipmakers Texas Instruments and Intel. Hardware and home products retailer Home Depot also added value. On the negative side, the biggest detractor by a wide margin was Gilead Sciences, which struggled after the company reported weak quarterly earnings and revenue in April. Consumer electronics and personal computer maker Apple declined modestly, although the impact on absolute performance was magnified because of the stock’s large position in the index.

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

Investment Summary (Unaudited)

Top Five Stocks as of July 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Microsoft Corp. 5.2 5.4 
Johnson & Johnson 5.2 5.4 
Apple, Inc. 5.1 4.4 
Home Depot, Inc. 3.3 4.1 
IBM Corp. 3.1 0.0 
 21.9  

Top Five Market Sectors as of July 31, 2016

 % of fund's net assets % of fund's net assets 6 months ago 
Information Technology 36.9 32.6 
Consumer Discretionary 22.5 22.6 
Industrials 14.3 15.0 
Health Care 12.1 15.5 
Consumer Staples 6.7 8.0 

Asset Allocation (% of fund's investments)

As of July 31, 2016* 
   Stocks and Equity Futures 100.0% 


 * Foreign investments - 3.9%


As of January 31, 2016* 
   Stocks and Equity Futures 100.1% 
 Short-Term Investments and Net Other Assets** (0.1)% 


 * Foreign investments - 4.3%

 ** Short-Term Investments and Net Other Assets (Liabilities) are not included in the pie chart


Percentages shown as 0.0% may reflect amounts less than 0.05%.

Investments July 31, 2016

Showing Percentage of Net Assets

Common Stocks - 99.5%   
 Shares Value 
CONSUMER DISCRETIONARY - 22.5%   
Auto Components - 0.4%   
Delphi Automotive PLC 216,022 $14,650,612 
Distributors - 0.3%   
Genuine Parts Co. 104,811 10,715,877 
Hotels, Restaurants & Leisure - 4.6%   
Chipotle Mexican Grill, Inc. (a)(b) 21,420 9,081,866 
McDonald's Corp. 608,146 71,548,377 
Starbucks Corp. 1,317,165 76,461,428 
Starwood Hotels & Resorts Worldwide, Inc. 120,087 9,373,991 
  166,465,662 
Household Durables - 0.1%   
Leggett & Platt, Inc. 87,971 4,624,635 
Internet & Catalog Retail - 1.4%   
Priceline Group, Inc. (a) 34,273 46,296,311 
TripAdvisor, Inc. (a)(b) 75,282 5,267,482 
  51,563,793 
Leisure Products - 0.2%   
Polaris Industries, Inc. (b) 54,009 5,333,389 
Media - 3.5%   
CBS Corp. Class B 268,050 13,997,571 
Omnicom Group, Inc. 166,112 13,669,356 
The Walt Disney Co. 1,031,381 98,961,007 
  126,627,934 
Multiline Retail - 0.6%   
Dollar General Corp. 188,050 17,815,857 
Nordstrom, Inc. (b) 90,194 3,989,281 
  21,805,138 
Specialty Retail - 8.8%   
Advance Auto Parts, Inc. 46,169 7,842,266 
Bed Bath & Beyond, Inc. 121,062 5,441,737 
Dick's Sporting Goods, Inc. 61,427 3,150,591 
Foot Locker, Inc. 95,478 5,692,398 
Gap, Inc. (b) 176,827 4,560,368 
Home Depot, Inc. 864,032 119,443,784 
Lowe's Companies, Inc. 555,479 45,704,812 
O'Reilly Automotive, Inc. (a) 83,832 24,364,094 
Ross Stores, Inc. 358,435 22,162,036 
Tiffany & Co., Inc. (b) 77,666 5,011,010 
TJX Companies, Inc. 635,667 51,946,707 
Tractor Supply Co. 104,078 9,538,749 
Ulta Salon, Cosmetics & Fragrance, Inc. (a) 43,365 11,327,372 
  316,185,924 
Textiles, Apparel & Luxury Goods - 2.6%   
lululemon athletica, Inc. (a)(b) 80,844 6,277,537 
Michael Kors Holdings Ltd. (a) 150,550 7,786,446 
NIKE, Inc. Class B 1,066,363 59,183,147 
Ralph Lauren Corp. 36,275 3,558,215 
VF Corp. 242,306 15,127,164 
  91,932,509 
TOTAL CONSUMER DISCRETIONARY  809,905,473 
CONSUMER STAPLES - 6.7%   
Beverages - 3.5%   
Brown-Forman Corp. Class B (non-vtg.) 97,330 9,556,833 
Dr. Pepper Snapple Group, Inc. 121,648 11,983,544 
PepsiCo, Inc. 967,363 105,365,178 
  126,905,555 
Food & Staples Retailing - 1.5%   
Costco Wholesale Corp. 279,541 46,744,846 
Whole Foods Market, Inc. 210,096 6,403,726 
  53,148,572 
Food Products - 1.0%   
Campbell Soup Co. 127,695 7,951,568 
Hormel Foods Corp. 198,163 7,401,388 
McCormick & Co., Inc. (non-vtg.) 74,009 7,567,420 
The Hershey Co. 117,501 13,014,411 
  35,934,787 
Household Products - 0.2%   
Church & Dwight Co., Inc. 83,483 8,201,370 
Personal Products - 0.5%   
Estee Lauder Companies, Inc. Class A 169,304 15,728,342 
TOTAL CONSUMER STAPLES  239,918,626 
ENERGY - 1.1%   
Energy Equipment & Services - 0.1%   
FMC Technologies, Inc. (a) 136,568 3,466,096 
Oil, Gas & Consumable Fuels - 1.0%   
Phillips 66 Co. 293,913 22,355,023 
Valero Energy Corp. 292,514 15,292,632 
  37,647,655 
TOTAL ENERGY  41,113,751 
FINANCIALS - 2.7%   
Capital Markets - 1.0%   
Eaton Vance Corp. (non-vtg.) 83,181 3,145,074 
Franklin Resources, Inc. 245,753 8,893,801 
SEI Investments Co. 102,858 4,628,610 
T. Rowe Price Group, Inc. 185,251 13,095,393 
TD Ameritrade Holding Corp. 166,356 5,050,568 
  34,813,446 
Insurance - 0.9%   
Marsh & McLennan Companies, Inc. 343,415 22,579,536 
Progressive Corp. 354,838 11,535,783 
  34,115,319 
Real Estate Investment Trusts - 0.7%   
Public Storage 103,691 24,773,854 
Real Estate Management & Development - 0.1%   
Jones Lang LaSalle, Inc. 28,883 3,161,822 
TOTAL FINANCIALS  96,864,441 
HEALTH CARE - 12.1%   
Biotechnology - 3.9%   
Biogen, Inc. (a) 165,862 48,088,370 
Gilead Sciences, Inc. 1,084,975 86,222,963 
United Therapeutics Corp. (a) 37,237 4,506,049 
  138,817,382 
Health Care Equipment & Supplies - 0.8%   
Edwards Lifesciences Corp. (a) 145,143 16,621,776 
ResMed, Inc. 98,871 6,810,234 
Varian Medical Systems, Inc. (a) 67,968 6,439,288 
  29,871,298 
Health Care Providers & Services - 0.3%   
Henry Schein, Inc. (a) 53,052 9,601,351 
Life Sciences Tools & Services - 0.5%   
Mettler-Toledo International, Inc. (a) 27,218 11,192,314 
Waters Corp. (a) 51,323 8,156,764 
  19,349,078 
Pharmaceuticals - 6.6%   
Eli Lilly & Co. 613,455 50,849,285 
Johnson & Johnson 1,485,782 186,064,480 
  236,913,765 
TOTAL HEALTH CARE  434,552,874 
INDUSTRIALS - 14.3%   
Aerospace & Defense - 6.1%   
General Dynamics Corp. 184,690 27,129,114 
Honeywell International, Inc. 479,248 55,750,920 
Northrop Grumman Corp. 119,683 25,926,928 
Raytheon Co. 191,078 26,661,113 
Rockwell Collins, Inc. 91,644 7,754,915 
The Boeing Co. 562,939 75,242,427 
  218,465,417 
Air Freight & Logistics - 0.4%   
C.H. Robinson Worldwide, Inc. 113,383 7,893,724 
Expeditors International of Washington, Inc. 135,839 6,714,522 
  14,608,246 
Airlines - 0.1%   
Southwest Airlines Co. 112,522 4,164,439 
Building Products - 0.1%   
A.O. Smith Corp. 50,106 4,654,346 
Commercial Services & Supplies - 0.2%   
Cintas Corp. 54,401 5,835,595 
Electrical Equipment - 1.2%   
Acuity Brands, Inc. 28,108 7,376,382 
Emerson Electric Co. 449,382 25,120,454 
Rockwell Automation, Inc. 100,207 11,463,681 
  43,960,517 
Industrial Conglomerates - 2.3%   
3M Co. 472,510 84,276,884 
Machinery - 1.5%   
Cummins, Inc. 110,510 13,567,313 
Illinois Tool Works, Inc. 213,627 24,652,556 
Snap-On, Inc. 38,410 6,036,900 
WABCO Holdings, Inc. (a) 38,647 3,875,135 
Wabtec Corp. 61,283 4,197,886 
  52,329,790 
Professional Services - 0.4%   
Equifax, Inc. 74,803 9,908,405 
Robert Half International, Inc. 110,266 4,029,120 
  13,937,525 
Road & Rail - 1.5%   
J.B. Hunt Transport Services, Inc. 65,542 5,448,506 
Union Pacific Corp. 540,292 50,274,171 
  55,722,677 
Trading Companies & Distributors - 0.5%   
Fastenal Co. 219,153 9,368,791 
W.W. Grainger, Inc. 41,560 9,095,406 
  18,464,197 
TOTAL INDUSTRIALS  516,419,633 
INFORMATION TECHNOLOGY - 36.9%   
Communications Equipment - 0.2%   
F5 Networks, Inc. (a) 53,193 6,565,080 
Electronic Equipment & Components - 0.8%   
Amphenol Corp. Class A 194,838 11,596,758 
FLIR Systems, Inc. 85,642 2,790,216 
TE Connectivity Ltd. 231,562 13,958,557 
  28,345,531 
Internet Software & Services - 5.1%   
Alphabet, Inc.:   
Class A 114,868 90,899,643 
Class C (a) 122,093 93,863,877 
  184,763,520 
IT Services - 12.6%   
Accenture PLC Class A 646,418 72,922,415 
Automatic Data Processing, Inc. 376,661 33,503,996 
Broadridge Financial Solutions, Inc. 84,712 5,733,308 
IBM Corp. 680,959 109,375,635 
MasterCard, Inc. Class A 1,013,370 96,513,359 
Paychex, Inc. 287,019 17,014,486 
The Western Union Co. 387,147 7,742,940 
Visa, Inc. Class A 1,399,034 109,194,604 
  452,000,743 
Semiconductors & Semiconductor Equipment - 6.7%   
Intel Corp. 3,011,163 104,969,142 
Linear Technology Corp. 185,528 11,129,825 
Qualcomm, Inc. 894,257 55,962,603 
Skyworks Solutions, Inc. 141,418 9,336,416 
Texas Instruments, Inc. 732,445 51,088,039 
Xilinx, Inc. 159,515 8,148,026 
  240,634,051 
Software - 6.2%   
CDK Global, Inc. 94,613 5,467,685 
Intuit, Inc. 257,030 28,527,760 
Microsoft Corp. 3,332,084 188,862,520 
  222,857,965 
Technology Hardware, Storage & Peripherals - 5.3%   
Apple, Inc. 1,779,941 185,487,652 
Seagate Technology LLC (b) 191,412 6,130,926 
  191,618,578 
TOTAL INFORMATION TECHNOLOGY  1,326,785,468 
MATERIALS - 3.2%   
Chemicals - 3.1%   
International Flavors & Fragrances, Inc. 53,554 7,136,071 
LyondellBasell Industries NV Class A 346,736 26,095,351 
Monsanto Co. 329,429 35,173,134 
PPG Industries, Inc. 179,401 18,785,079 
Sherwin-Williams Co. 63,772 19,114,382 
Valspar Corp. 47,495 5,056,793 
  111,360,810 
Containers & Packaging - 0.1%   
Avery Dennison Corp. 56,300 4,385,207 
TOTAL MATERIALS  115,746,017 
TOTAL COMMON STOCKS   
(Cost $3,378,518,363)  3,581,306,283 
 Principal Amount Value 
U.S. Treasury Obligations - 0.0%   
U.S. Treasury Bills, yield at date of purchase 0.34% to 0.49% 9/1/16 to 6/22/17 (c)   
(Cost $797,669) 800,000 797,943 
 Shares Value 
Money Market Funds - 1.4%   
Fidelity Cash Central Fund, 0.42% (d) 19,257,760 $19,257,760 
Fidelity Securities Lending Cash Central Fund, 0.45% (d)(e) 30,537,250 30,537,250 
TOTAL MONEY MARKET FUNDS   
(Cost $49,795,010)  49,795,010 
TOTAL INVESTMENT PORTFOLIO - 100.9%   
(Cost $3,429,111,042)  3,631,899,236 
NET OTHER ASSETS (LIABILITIES) - (0.9)%  (33,289,937) 
NET ASSETS - 100%  $3,598,609,299 

Futures Contracts    
 Expiration Date Underlying Face Amount at Value Unrealized Appreciation/(Depreciation) 
Purchased    
Equity Index Contracts    
153 CME E-mini S&P 500 Index Contracts (United States) Sept. 2016 16,586,730 $589,493 

The face value of futures purchased as a percentage of Net Assets is 0.5%

Legend

 (a) Non-income producing

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

 (c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $506,321.

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

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


Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $107,095 
Fidelity Securities Lending Cash Central Fund 10,850 
Total $117,945 

Investment Valuation

The following is a summary of the inputs used, as of July 31, 2016, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Consumer Discretionary $809,905,473 $809,905,473 $-- $-- 
Consumer Staples 239,918,626 239,918,626 -- -- 
Energy 41,113,751 41,113,751 -- -- 
Financials 96,864,441 96,864,441 -- -- 
Health Care 434,552,874 434,552,874 -- -- 
Industrials 516,419,633 516,419,633 -- -- 
Information Technology 1,326,785,468 1,326,785,468 -- -- 
Materials 115,746,017 115,746,017 -- -- 
U.S. Government and Government Agency Obligations 797,943 -- 797,943 -- 
Money Market Funds 49,795,010 49,795,010 -- -- 
Total Investments in Securities: $3,631,899,236 $3,631,101,293 $797,943 $-- 
Derivative Instruments:     
Assets     
Futures Contracts $589,493 $589,493 $-- $-- 
Total Assets $589,493 $589,493 $-- $-- 
Total Derivative Instruments: $589,493 $589,493 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of July 31, 2016. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type Value 
 Asset Liability 
Equity Risk   
Futures Contracts(a) $589,493 $0 
Total Equity Risk 589,493 
Total Value of Derivatives $589,493 $0 

 (a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. In the Statement of Assets and Liabilities, the period end daily variation margin is included in receivable or payable for daily variation margin for derivative instruments, and the net cumulative appreciation (depreciation) is included in net unrealized appreciation (depreciation).


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


Financial Statements

Statement of Assets and Liabilities

  July 31, 2016 
Assets   
Investment in securities, at value (including securities loaned of $30,176,075) — See accompanying schedule:
Unaffiliated issuers (cost $3,379,316,032) 
$3,582,104,226  
Fidelity Central Funds (cost $49,795,010) 49,795,010  
Total Investments (cost $3,429,111,042)  $3,631,899,236 
Cash  132,359 
Receivable for fund shares sold  5,223,168 
Dividends receivable  1,212,473 
Distributions receivable from Fidelity Central Funds  39,427 
Receivable for daily variation margin for derivative instruments  21,935 
Prepaid expenses  3,910 
Receivable from investment adviser for expense reductions  250,864 
Total assets  3,638,783,372 
Liabilities   
Payable for investments purchased $8,121,704  
Payable for fund shares redeemed 605,445  
Accrued management fee 263,154  
Other affiliated payables 259,422  
Other payables and accrued expenses 387,098  
Collateral on securities loaned, at value 30,537,250  
Total liabilities  40,174,073 
Net Assets  $3,598,609,299 
Net Assets consist of:   
Paid in capital  $3,375,035,171 
Undistributed net investment income  17,169,542 
Accumulated undistributed net realized gain (loss) on investments  3,026,899 
Net unrealized appreciation (depreciation) on investments  203,377,687 
Net Assets, for 331,193,037 shares outstanding  $3,598,609,299 
Net Asset Value, offering price and redemption price per share ($3,598,609,299 ÷ 331,193,037 shares)  $10.87 

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


Statement of Operations

  For the period October 8, 2015 (commencement of operations) to July 31, 2016 
Investment Income   
Dividends  $20,012,519 
Interest  881 
Income from Fidelity Central Funds  117,945 
Total income  20,131,345 
Expenses   
Management fee $1,174,475  
Transfer agent fees 880,856  
Accounting and security lending fees 306,191  
Custodian fees and expenses 49,533  
Independent trustees' fees and expenses 4,147  
Registration fees 482,100  
Audit 46,887  
Legal 941  
Interest 242  
Miscellaneous 2,577  
Total expenses before reductions 2,947,949  
Expense reductions (1,199,610) 1,748,339 
Net investment income (loss)  18,383,006 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 2,835,857  
Futures contracts 362,562  
Total net realized gain (loss)  3,198,419 
Change in net unrealized appreciation (depreciation) on:
Investment securities 
202,788,194  
Futures contracts 589,493  
Total change in net unrealized appreciation (depreciation)  203,377,687 
Net gain (loss)  206,576,106 
Net increase (decrease) in net assets resulting from operations  $224,959,112 

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


Statement of Changes in Net Assets

 For the period
October 8, 2015
(commencement of
operations) to July
31, 2016 
Increase (Decrease) in Net Assets  
Operations  
Net investment income (loss) $18,383,006 
Net realized gain (loss) 3,198,419 
Change in net unrealized appreciation (depreciation) 203,377,687 
Net increase (decrease) in net assets resulting from operations 224,959,112 
Distributions to shareholders from net investment income (922,562) 
Share transactions  
Proceeds from sales of shares 3,465,227,511 
Reinvestment of distributions 922,562 
Cost of shares redeemed (91,577,324) 
Net increase (decrease) in net assets resulting from share transactions 3,374,572,749 
Total increase (decrease) in net assets 3,598,609,299 
Net Assets  
Beginning of period – 
End of period $3,598,609,299 
Other Information  
Undistributed net investment income end of period $17,169,542 
Shares  
Sold 339,946,020 
Issued in reinvestment of distributions 87,447 
Redeemed (8,840,430) 
Net increase (decrease) 331,193,037 

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


Financial Highlights — Fidelity SAI U.S. Quality Index Fund

Period ended July 31, 2016 A 
Selected Per–Share Data  
Net asset value, beginning of period $10.00 
Income from Investment Operations  
Net investment income (loss)B .13 
Net realized and unrealized gain (loss) .77 
Total from investment operations .90 
Distributions from net investment income (.03) 
Total distributions (.03) 
Net asset value, end of period $10.87 
Total ReturnC,D 9.01% 
Ratios to Average Net AssetsE,F  
Expenses before reductions .25%G 
Expenses net of fee waivers, if any .15%G 
Expenses net of all reductions .15%G 
Net investment income (loss) 1.56%G 
Supplemental Data  
Net assets, end of period (000 omitted) $3,598,609 
Portfolio turnover rateH 25%G 

 A For the period October 8, 2015 (commencement of operations) to July 31, 2016.

 B Calculated based on average shares outstanding during the period.

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

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

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

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

 G Annualized

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


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


Notes to Financial Statements

For the period ended July 31, 2016

1. Organization.

Fidelity SAI U.S. Quality Index Fund (the Fund) is a fund of Fidelity Salem Street Trust (the Trust) and is authorized to issue an unlimited number of shares. Shares are offered exclusively to certain clients of Fidelity Management & Research Company (FMR) or its affiliates. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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

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 (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of July 31, 2016 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. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2016, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

Book-tax differences are primarily due to futures contracts, losses deferred due to wash sales and market discount.

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

Gross unrealized appreciation $242,634,814 
Gross unrealized depreciation (46,352,610) 
Net unrealized appreciation (depreciation) on securities $196,282,204 
Tax Cost $3,435,617,032 

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

Undistributed ordinary income $26,719,846 
Undistributed long-term capital gain $572,077 
Net unrealized appreciation (depreciation) on securities and other investments $196,282,204 

The tax character of distributions paid was as follows:

 July 31, 2016 
Ordinary Income $922,562 

4. Derivative Instruments.

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

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

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

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

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

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

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

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

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts". The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of volume of activity during 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 $362,562 and a change in net unrealized appreciation (depreciation) of $589,493 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, aggregated $3,704,097,852 and $327,783,531, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee that is based on an annual rate of .10% of the Fund's average net assets.

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 the investment adviser for providing these services.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives an asset-based fee of .075% of the Fund's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

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

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

Borrower or Lender Average Loan Balance Weighted Average Interest Rate Interest Expense 
Borrower $7,551,500 .58% $242 

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

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,100 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $10,850.

9. Expense Reductions.

The investment adviser contractually agreed to reimburse the Fund to the extent annual operating expenses exceeded .15% of average net assets. This waiver will remain in place through September 30, 2017. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement. During the period this reimbursement reduced the Fund's expenses by $1,195,628.

Through arrangements with the Fund's custodian, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $3,982.

10. Other.

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

At the end of the period, the Strategic Advisers Core Fund and Strategic Advisers Growth Fund were the owners of record of 44% and 23%, respectively, of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Salem Street Trust and Shareholders of Fidelity SAI U.S. Quality Index Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity SAI U.S. Quality Index Fund (the Fund), a fund of Fidelity Salem Street Trust, including the schedule of investments, as of July 31, 2016, and the related statement of operations, the statement of changes in net assets, and the financial highlights for the period from October 8, 2015 (commencement of operations) to July 31, 2016. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2016, by correspondence with the custodians and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity SAI U.S. Quality Index Fund as of July 31, 2016, and the results of its operations, the changes in its net assets, and the financial highlights for the period from October 8, 2015 (commencement of operations) to July 31, 2016 in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
September 20, 2016

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Except for Jennifer Toolin McAuliffe and Mark A. Murray, each of the Trustees oversees 244 funds. Ms. McAuliffe and Mr. Murray each oversees 191 funds. 

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

The fund’s Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-3455.

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

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

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

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

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

Interested Trustees*:

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

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

Abigail P. Johnson (1961)

Year of Election or Appointment: 2009

Trustee

Chairman of the Board of Trustees

Ms. Johnson also serves as Trustee of other Fidelity® funds. Ms. Johnson serves as President (2013-present) and Chief Executive Officer (2014-present) of FMR LLC (diversified financial services company), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (investment adviser firm, 2011-present), Chairman and Director of FMR (investment adviser firm, 2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc. (investment adviser firm), and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity® funds (2001-2005), and managed a number of Fidelity® funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

Jennifer Toolin McAuliffe (1959)

Year of Election or Appointment: 2016

Trustee

Ms. McAuliffe also serves as Trustee or Member of the Advisory Board of other Fidelity® funds. Ms. McAuliffe previously served as Co-Head of Fixed Income of Fidelity Investments Limited (now known as FIL Limited (FIL)) (diversified financial services company). Earlier roles at FIL included Director of Research for FIL’s credit and quantitative teams in London, Hong Kong and Tokyo. Ms. McAuliffe also was the Director of Research for taxable and municipal bonds at Fidelity Investments Money Management, Inc. Ms. McAuliffe is also a director or trustee of several not-for-profit entities.

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

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

Independent Trustees:

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

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

Elizabeth S. Acton (1951)

Year of Election or Appointment: 2013

Trustee

Ms. Acton also serves as Trustee of other Fidelity® funds. Prior to her retirement in April 2012, Ms. Acton was Executive Vice President, Finance (2011-2012), Executive Vice President, Chief Financial Officer (2002-2011), and Treasurer (2004-2005) of Comerica Incorporated (financial services). Prior to joining Comerica, Ms. Acton held a variety of positions at Ford Motor Company (1983-2002), including Vice President and Treasurer (2000-2002) and Executive Vice President and Chief Financial Officer of Ford Motor Credit Company (1998-2000). Ms. Acton currently serves as a member of the Board of Directors and Audit and Finance Committees of Beazer Homes USA, Inc. (homebuilding, 2012-present). Previously, Ms. Acton served as a Member of the Advisory Board of certain Fidelity® funds (2013-2016).

John Engler (1948)

Year of Election or Appointment: 2014

Trustee

Mr. Engler also serves as Trustee of other Fidelity® funds. He serves as president of the Business Roundtable (2011-present), and on the board of directors for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present) and K12 Inc. (technology-based education company, 2012-present). Previously, Mr. Engler served as a Member of the Advisory Board of certain Fidelity® funds (2014-2016), a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011), member of the Board of Trustees of the Annie E. Casey Foundation (2004-2015), and as governor of Michigan (1991-2003). He is a past chairman of the National Governors Association.

Albert R. Gamper, Jr. (1942)

Year of Election or Appointment: 2006

Trustee

Mr. Gamper also serves as Trustee of other Fidelity® funds. Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), and Member of the Board of Trustees of Barnabas Health Care System (1997-present). Previously, Mr. Gamper served as Chairman (2012-2015) and Vice Chairman (2011-2012) of the Independent Trustees of certain Fidelity® funds and as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (1951)

Year of Election or Appointment: 2010

Trustee

Mr. Gartland also serves as Trustee of other Fidelity® funds. Mr. Gartland is Chairman and an investor in Gartland & Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (1947)

Year of Election or Appointment: 2008

Trustee

Vice Chairman of the Independent Trustees

Mr. Johnson also serves as Trustee of other Fidelity® funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation plc (diversified power management, 2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.

Michael E. Kenneally (1954)

Year of Election or Appointment: 2009

Trustee

Mr. Kenneally also serves as Trustee of other Fidelity® funds. Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management. Before joining Credit Suisse, he was an Executive Vice President and Chief Investment Officer for Bank of America Corporation. Earlier roles at Bank of America included Director of Research, Senior Portfolio Manager and Research Analyst, and Mr. Kenneally was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (1940)

Year of Election or Appointment: 2007

Trustee

Mr. Keyes also serves as Trustee of other Fidelity® funds. Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his retirement, Mr. Keyes served as Chairman (1993-2002) and Chief Executive Officer (1988-2002) of Johnson Controls (automotive, building, and energy) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (1946)

Year of Election or Appointment: 2001

Trustee

Chairman of the Independent Trustees

Ms. Knowles also serves as Trustee of other Fidelity® funds. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company (pipeline and tanker operations). Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Santa Catalina Island Company (real estate, 2009-present). Ms. Knowles is a Member of the Investment Company Institute Board of Governors and a Member of the Governing Council of the Independent Directors Council (2014-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002). Ms. Knowles previously served as Vice Chairman of the Independent Trustees of certain Fidelity® funds (2012-2015).

Mark A. Murray (1954)

Year of Election or Appointment: 2016

Trustee

Mr. Murray also serves as Trustee or Member of the Advisory Board of other Fidelity® funds. Mr. Murray is Vice Chairman (2013-present) of Meijer, Inc. (regional retail chain). Previously, Mr. Murray served as Co-Chief Executive Officer (2013-2016) and President (2006-2013) of Meijer, Inc. Mr. Murray serves as a member of the Board of Directors and Nuclear Review and Public Policy and Responsibility Committees of DTE Energy Company (diversified energy company, 2009-present). Mr. Murray also serves as a member of the Board of Directors of Spectrum Health (not-for-profit health system, 2015-present). Mr. Murray previously served as President of Grand Valley State University (2001-2006), Treasurer for the State of Michigan (1999-2001), Vice President of Finance and Administration for Michigan State University (1998-1999), and a member of the Board of Directors and Audit Committee and Chairman of the Nominating and Corporate Governance Committee of Universal Forest Products, Inc. (manufacturer and distributor of wood and wood-alternative products, 2004-2016). Mr. Murray is also a director or trustee of many community and professional organizations.

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

Advisory Board Members and Officers:

Correspondence intended for an officer may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.  Officers appear below in alphabetical order. 

Name, Year of Birth; Principal Occupation

Marc R. Bryant (1966)

Year of Election or Appointment: 2015

Secretary and Chief Legal Officer (CLO)

Mr. Bryant also serves as Secretary and CLO of other funds. Mr. Bryant serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company (investment adviser firm, 2015-present) and FMR Co., Inc. (investment adviser firm, 2015-present); Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2015-present) and Fidelity Investments Money Management, Inc. (investment adviser firm, 2015-present); and CLO of Fidelity Management & Research (Hong Kong) Limited and FMR Investment Management (U.K.) Limited (investment adviser firms, 2015-present) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and CLO of Fidelity Rutland Square Trust II (2010-2014) and Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds (2013-2015). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).

Jeffrey S. Christian (1961)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Christian also serves as Assistant Treasurer of other funds. Mr. Christian is an employee of Fidelity Investments (2003-present).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2010

Assistant Treasurer

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

Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2013

President and Treasurer

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2015

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Mr. Goebel serves as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016-present). Previously, Mr. Goebel served as Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity® funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John F. Papandrea (1972)

Year of Election or Appointment: 2016

Anti-Money Laundering (AML) Officer

Mr. Papandrea also serves as AML Officer of other funds. Mr. Papandrea is Vice President of FMR LLC (diversified financial services company, 2008-present) and is an employee of Fidelity Investments (2005-present).

Jason P. Pogorelec (1975)

Year of Election or Appointment: 2015

Assistant Secretary

Mr. Pogorelec also serves as Assistant Secretary of other funds. Mr. Pogorelec serves as Vice President, Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2006-present).

Nancy D. Prior (1967)

Year of Election or Appointment: 2014

Vice President

Ms. Prior also serves as Vice President of other funds. Ms. Prior serves as a Director of FMR Investment Management (U.K.) Limited (investment adviser firm, 2015-present), President (2016-present) and Director (2014-present) of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm), President, Fixed Income (2014-present), Vice Chairman of FIAM LLC (investment adviser firm, 2014-present), and is an employee of Fidelity Investments (2002-present). Previously, Ms. Prior served as Vice President of Fidelity's Money Market Funds (2012-2014), President, Money Market and Short Duration Bond Group of Fidelity Management & Research (FMR) (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2013), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of certain Fidelity® funds (2008-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Assistant Treasurer

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

Renee Stagnone (1975)

Year of Election or Appointment: 2016

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity® funds (2013-2016).

Linda J. Wondrack (1964)

Year of Election or Appointment: 2016

Chief Compliance Officer

Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (investment adviser firm, 2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc. (investment adviser firm), Fidelity Investments Money Management, Inc. (investment adviser firm), Fidelity Management & Research (U.K.) Inc. (investment adviser firm), Fidelity Management & Research (Hong Kong) (investment adviser firm), Fidelity Management & Research Company (investment adviser firm), FIAM LLC (investment adviser firm), and Strategic Advisers, Inc. (investment adviser firm), Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Chief Compliance Officer of certain Fidelity® funds (2014-2016) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2012-2016); Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).

Derek L. Young (1964)

Year of Election or Appointment: 2009

Vice President of Fidelity's Asset Allocation Funds

Mr. Young also serves as an officer of other funds. He is a Director of Strategic Advisers, Inc. (investment adviser firm, 2011-present) and FMR Investment Management (U.K.) Limited (investment adviser firm, 2016-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of FIAM LLC (investment adviser firm, 2011-present). Previously, Mr. Young served as Trustee of certain funds (2012-2015), President of Strategic Advisers, Inc. (2011-2015), Chief Investment Officer of GAA (2009-2011), and as a portfolio manager.

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 (February 1, 2016 to July 31, 2016).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
February 1, 2016 
Ending
Account Value
July 31, 2016 
Expenses Paid
During Period-B
February 1, 2016
to July 31, 2016 
Actual .15% $1,000.00 $1,104.70 $.78 
Hypothetical-C  $1,000.00 $1,024.12 $.75 

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

 B Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

 C 5% return per year before expenses


Distributions (Unaudited)

The Board of Trustees of Fidelity SAI U.S Quality Index Fund voted to pay on September 19, 2016, to shareholders of record at the opening of business on September 16, 2016, a distribution of $0.031 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.05 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2016, $572,077, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 94% of the dividends distributed during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund designates 96% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2017 of amounts for use in preparing 2016 income tax returns.





Fidelity Investments

Corporate Headquarters

245 Summer St.

Boston, MA 02210

www.fidelity.com

SV4-ANN-0916
1.9868208.100




Item 2.

Code of Ethics


As of the end of the period, July 31, 2016, Fidelity Salem Street Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer.  A copy of the code of ethics is filed as an exhibit to this Form N-CSR.


Item 3.

Audit Committee Financial Expert


The Board of Trustees of the trust has determined that Elizabeth S. Acton is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Ms. Acton is independent for purposes of Item 3 of Form N-CSR.  

  


Item 4.  

Principal Accountant Fees and Services


Fees and Services

The following table presents fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte Entities”) in each of the last two fiscal years for services rendered to Fidelity Real Estate Index Fund, Fidelity SAI Real Estate Index Fund, Fidelity SAI Small-Mid Cap 500 Index Fund, Fidelity SAI U.S. Large Cap Index Fund and Fidelity SAI U.S. Quality Index Fund (the “Funds”):

 

Services Billed by Deloitte Entities


July 31, 2016 FeesA.B

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Real Estate Index Fund

 $41,000

$-

 $6,400

$1,000

Fidelity SAI Real Estate Index Fund

 $34,000

$-

 $6,100

$500

Fidelity SAI Small-Mid Cap 500 Index Fund

 $38,000

$-

 $4,900

$800

Fidelity SAI U.S. Large Cap Index Fund

 $35,000

$-

 $6,100

$500

Fidelity SAI U.S. Quality Index Fund

 $37,000

$-

 $4,900

$800



July 31, 2015 FeesA.B

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Real Estate Index Fund

 $39,000

$-

 $6,300

$700

Fidelity SAI Real Estate Index Fund

 $-

$-


$-

$-

Fidelity SAI Small-Mid Cap 500 Index Fund

 $-

$-

 $-

$-

Fidelity SAI U.S. Large Cap Index Fund

 $-

$-

$-

$-

Fidelity SAI U.S. Quality Index Fund

 $-

$-

$-

$-



A Amounts may reflect rounding.

B Fidelity SAI Real Estate Index Fund and Fidelity SAI U.S. Large Cap Index Fund commenced operations on February 2, 2016.  Fidelity SAI U.S. Quantity Index Fund commenced operations on October 8, 2015.  Fidelity SAI Small-Mid Cap 500 Index Fund commenced operations on August 12, 2015.  



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


Services Billed by Deloitte Entities



 

July 31, 2016A,B

July 31, 2015A,B

Audit-Related Fees

$35,000

$-

Tax Fees

$10,000

$-

All Other Fees

$-

$175,000


A Amounts may reflect rounding.

B May include amounts billed prior to the Fidelity SAI Real Estate Index Fund, Fidelity SAI U.S. Large Cap Index Fund, Fidelity SAI U.S. Quantity Index Fund and Fidelity SAI Small-Mid Cap 500 Index Fund’s commencement of operations.



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




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


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


Assurance services must be performed by an independent public accountant.


* * *

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


Billed By

July 31, 2016 A,B

July 31, 2015 A,B

Deloitte Entities

$105,000

$540,000



A Amounts may reflect rounding.

B May include amounts billed prior to the Fidelity SAI Real Estate Index Fund, Fidelity SAI U.S. Large Cap Index Fund, Fidelity SAI U.S. Quantity Index Fund and Fidelity SAI Small-Mid Cap 500 Index Fund’s commencement of operations.



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


Audit Committee Pre-Approval Policies and Procedures

 

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


The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee’s consideration of non-audit services by the audit



firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund (“Covered Service”) are subject to approval by the Audit Committee before such service is provided.


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


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


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


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


Item 5.

Audit Committee of Listed Registrants


Not applicable.


Item 6.  

Investments


(a)

Not applicable.


(b)

Not applicable


Item 7.

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies


Not applicable.


Item 8.

Portfolio Managers of Closed-End Management Investment Companies


Not applicable.




Item 9.  

Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers


Not applicable.


Item 10.

Submission of Matters to a Vote of Security Holders


There were no material changes to the procedures by which shareholders may recommend nominees to the trust’s Board of Trustees.


Item 11.

Controls and Procedures


(a)(i)  The President and Treasurer and the Chief Financial Officer have concluded that the trust’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.


(a)(ii)  There was no change in the trust’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust’s internal control over financial reporting.


Item 12.

Exhibits


(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Fidelity Salem Street Trust


By:

/s/Stephanie J. Dorsey

 

Stephanie J. Dorsey

 

President and Treasurer

 

 

Date:

September 27, 2016



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



By:

/s/Stephanie J. Dorsey

 

Stephanie J. Dorsey

 

President and Treasurer

 

 

Date:

September 27, 2016



By:

/s/Howard J. Galligan III

 

Howard J. Galligan III

 

Chief Financial Officer

 

 

Date:

September 27, 2016