N-CSRS 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, MA 02210

 (Address of principal executive offices)       (Zip code)


William C. Coffey, Secretary

245 Summer St.

Boston, Massachusetts  02210

(Name and address of agent for service)



Registrant's telephone number, including area code:

617-563-7000



Date of fiscal year end:

July 31



Date of reporting period:

January 31, 2019


Item 1.

Reports to Stockholders




Fidelity® Real Estate Index Fund



Semi-Annual Report

January 31, 2019




Fidelity Investments


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

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from a fund electronically, by contacting your financial intermediary. For Fidelity customers, visit Fidelity's web site or call Fidelity using the contact information listed below.

You may elect to receive all future reports in paper free of charge. If you wish to continue receiving paper copies of your shareholder reports, you may contact your financial intermediary or, if you are a Fidelity customer, visit Fidelity’s website, or call Fidelity at the applicable toll-free number listed below. Your election to receive reports in paper will apply to all funds held with the fund complex/your financial intermediary.

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


Contents

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

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. © 2019 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 January 31, 2019

 % of fund's net assets 
Simon Property Group, Inc. 8.4 
Prologis, Inc. 6.5 
Public Storage 4.7 
Welltower, Inc. 4.3 
Equity Residential (SBI) 4.0 
AvalonBay Communities, Inc. 4.0 
Ventas, Inc. 3.4 
Digital Realty Trust, Inc. 3.3 
Boston Properties, Inc. 3.0 
Essex Property Trust, Inc. 2.7 
 44.3 

Top Five REIT Sectors as of January 31, 2019

 % of fund's net assets 
REITs - Apartments 19.7 
REITs - Office Property 13.5 
REITs - Health Care 11.5 
REITs - Regional Malls 10.0 
REITs - Diversified 9.9 

Asset Allocation (% of fund's net assets)

As of January 31, 2019 
   Stocks and Equity Futures 99.9% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.1% 


Schedule of Investments January 31, 2019 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.8%   
 Shares Value 
Equity Real Estate Investment Trusts (REITs) - 99.7%   
REITs - Apartments - 19.7%   
American Campus Communities, Inc. 333,732 $15,358,347 
American Homes 4 Rent Class A 626,957 13,862,019 
Apartment Investment & Management Co. Class A 379,063 18,771,200 
AvalonBay Communities, Inc. 336,635 64,943,624 
Camden Property Trust (SBI) 226,826 21,990,781 
Equity Residential (SBI) 897,320 65,109,539 
Essex Property Trust, Inc. 160,898 43,635,538 
Front Yard Residential Corp. Class B 118,858 1,286,044 
Independence Realty Trust, Inc. 216,563 2,263,083 
Invitation Homes, Inc. 722,617 16,251,656 
Mid-America Apartment Communities, Inc. 277,247 28,079,547 
UDR, Inc. 671,074 29,359,488 
  320,910,866 
REITs - Diversified - 9.9%   
Apple Hospitality (REIT), Inc. 523,738 8,594,541 
CorePoint Lodging, Inc. 97,337 1,191,405 
Cousins Properties, Inc. 1,023,827 9,060,869 
Digital Realty Trust, Inc. 502,390 54,428,933 
Duke Realty Corp. 872,668 25,516,812 
Liberty Property Trust (SBI) 360,011 16,970,919 
NorthStar Realty Europe Corp. 121,317 2,036,912 
PS Business Parks, Inc. 48,620 7,059,138 
TIER REIT, Inc. 131,225 3,083,788 
Vornado Realty Trust 421,723 29,482,655 
Washington REIT (SBI) 194,461 4,929,586 
  162,355,558 
REITs - Health Care - 11.5%   
HCP, Inc. 1,162,891 36,677,582 
Healthcare Realty Trust, Inc. 305,009 9,848,741 
LTC Properties, Inc. 96,583 4,581,898 
Senior Housing Properties Trust (SBI) 578,982 7,972,582 
Universal Health Realty Income Trust (SBI) 30,799 2,147,306 
Ventas, Inc. 868,160 55,987,638 
Welltower, Inc. 914,863 70,892,734 
  188,108,481 
REITs - Hotels - 7.2%   
Ashford Hospitality Trust, Inc. 211,623 1,047,534 
Braemar Hotels & Resorts, Inc. 74,430 827,662 
Chatham Lodging Trust 113,287 2,289,530 
Chesapeake Lodging Trust 147,087 4,189,038 
DiamondRock Hospitality Co. 506,381 5,144,831 
Hersha Hospitality Trust 88,334 1,636,829 
Hospitality Properties Trust (SBI) 400,490 10,677,063 
Host Hotels & Resorts, Inc. 1,807,256 32,639,043 
Park Hotels & Resorts, Inc. 490,044 14,735,623 
Pebblebrook Hotel Trust (a) 311,777 9,992,453 
RLJ Lodging Trust 426,689 7,915,081 
Ryman Hospitality Properties, Inc. 125,019 10,045,277 
Summit Hotel Properties, Inc. 255,140 2,849,914 
Sunstone Hotel Investors, Inc. 555,884 7,949,141 
Xenia Hotels & Resorts, Inc. 274,132 5,145,458 
  117,084,477 
REITs - Management/Investment - 0.7%   
American Assets Trust, Inc. 92,006 3,950,738 
Retail Properties America, Inc. 524,735 6,632,650 
  10,583,388 
REITs - Manufactured Homes - 2.8%   
Equity Lifestyle Properties, Inc. 218,574 23,142,615 
Sun Communities, Inc. 210,309 23,115,062 
  46,257,677 
REITs - Office Property - 13.5%   
Alexandria Real Estate Equities, Inc. 261,877 34,491,820 
Boston Properties, Inc. 376,134 49,600,791 
Brandywine Realty Trust (SBI) 434,979 6,546,434 
Columbia Property Trust, Inc. 287,320 6,341,152 
Corporate Office Properties Trust (SBI) 265,111 6,545,591 
Douglas Emmett, Inc. 393,184 14,874,151 
Easterly Government Properties, Inc. (a) 148,122 2,660,271 
Equity Commonwealth 295,866 9,574,224 
Franklin Street Properties Corp. 261,156 1,937,778 
Highwoods Properties, Inc. (SBI) 252,042 11,170,501 
Hudson Pacific Properties, Inc. 381,647 12,392,078 
JBG SMITH Properties 265,039 10,243,757 
Kilroy Realty Corp. 245,364 17,288,347 
Mack-Cali Realty Corp. 219,970 4,531,382 
Paramount Group, Inc. 496,924 7,195,460 
Piedmont Office Realty Trust, Inc. Class A 312,641 6,052,730 
SL Green Realty Corp. 207,673 19,195,215 
  220,641,682 
REITs - Regional Malls - 10.0%   
CBL & Associates Properties, Inc. (a) 420,527 1,047,112 
Pennsylvania Real Estate Investment Trust (SBI) (a) 156,169 1,150,966 
Simon Property Group, Inc. 753,275 137,186,439 
Tanger Factory Outlet Centers, Inc. 228,706 5,203,062 
Taubman Centers, Inc. 148,721 7,406,306 
The Macerich Co. 257,642 11,892,755 
  163,886,640 
REITs - Shopping Centers - 7.5%   
Acadia Realty Trust (SBI) 198,618 5,706,295 
Brixmor Property Group, Inc. 730,165 12,507,726 
DDR Corp. 355,318 4,644,006 
Federal Realty Investment Trust (SBI) 179,890 23,848,017 
Kimco Realty Corp. 1,026,277 17,456,972 
Kite Realty Group Trust 203,884 3,390,591 
Ramco-Gershenson Properties Trust (SBI) 195,209 2,555,286 
Regency Centers Corp. 412,670 26,823,550 
Retail Opportunity Investments Corp. 277,605 4,877,520 
Saul Centers, Inc. 28,071 1,486,640 
Seritage Growth Properties (a) 67,757 2,724,509 
Urban Edge Properties 278,387 5,684,663 
Washington Prime Group, Inc. (a) 453,174 2,574,028 
Weingarten Realty Investors (SBI) 290,652 8,338,806 
  122,618,609 
REITs - Storage - 8.4%   
CubeSmart 453,742 14,043,315 
Extra Space Storage, Inc. 308,121 30,383,812 
Life Storage, Inc. 113,494 11,153,055 
National Storage Affiliates Trust 137,776 4,009,282 
Public Storage 365,203 77,612,942 
  137,202,406 
REITs - Warehouse/Industrial - 8.5%   
EastGroup Properties, Inc. 87,776 9,081,305 
First Industrial Realty Trust, Inc. 307,617 10,065,228 
Prologis, Inc. 1,533,190 106,035,420 
QTS Realty Trust, Inc. Class A 124,227 5,231,199 
Rexford Industrial Realty, Inc. 225,990 7,593,264 
  138,006,416 
TOTAL EQUITY REAL ESTATE INVESTMENT TRUSTS (REITS)  1,627,656,200 
Real Estate Management & Development - 0.1%   
Real Estate Services - 0.1%   
Retail Value, Inc. 37,324 1,135,023 
TOTAL COMMON STOCKS   
(Cost $1,499,641,324)  1,628,791,223 
Money Market Funds - 1.4%   
Fidelity Cash Central Fund, 2.43% (b) 2,850,152 2,850,722 
Fidelity Securities Lending Cash Central Fund 2.43% (b)(c) 20,009,744 20,011,745 
TOTAL MONEY MARKET FUNDS   
(Cost $22,862,467)  22,862,467 
TOTAL INVESTMENT IN SECURITIES - 101.2%   
(Cost $1,522,503,791)  1,651,653,690 
NET OTHER ASSETS (LIABILITIES) - (1.2)%  (19,423,228) 
NET ASSETS - 100%  $1,632,230,462 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Equity Index Contracts      
CME E-mini S&P 500 Index Contracts (United States) 17 March 2019 $2,298,825 $201,217 $201,217 

The notional amount of futures purchased as a percentage of Net Assets is 0.1%.

Legend

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

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

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

Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $49,693 
Fidelity Securities Lending Cash Central Fund 27,261 
Total $76,954 

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

Investment Valuation

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

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Common Stocks $1,628,791,223 $1,628,791,223 $-- $-- 
Money Market Funds 22,862,467 22,862,467 -- -- 
Total Investments in Securities: $1,651,653,690 $1,651,653,690 $-- $-- 
Derivative Instruments:     
Assets     
Futures Contracts $201,217 $201,217 $-- $-- 
Total Assets $201,217 $201,217 $-- $-- 
Total Derivative Instruments: $201,217 $201,217 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of January 31, 2019. 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) $201,217 $0 
Total Equity Risk 201,217 
Total Value of Derivatives $201,217 $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 on futures contracts, 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

  January 31, 2019 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $19,566,330) — See accompanying schedule:
Unaffiliated issuers (cost $1,499,641,324) 
$1,628,791,223  
Fidelity Central Funds (cost $22,862,467) 22,862,467  
Total Investment in Securities (cost $1,522,503,791)  $1,651,653,690 
Segregated cash with brokers for derivative instruments  72,000 
Receivable for fund shares sold  8,024,438 
Dividends receivable  1,029,081 
Distributions receivable from Fidelity Central Funds  16,630 
Receivable for daily variation margin on futures contracts  15,897 
Total assets  1,660,811,736 
Liabilities   
Payable for investments purchased $6,860,548  
Payable for fund shares redeemed 1,616,165  
Accrued management fee 87,386  
Collateral on securities loaned 20,017,175  
Total liabilities  28,581,274 
Net Assets  $1,632,230,462 
Net Assets consist of:   
Paid in capital  $1,510,444,571 
Total distributable earnings (loss)  121,785,891 
Net Assets  $1,632,230,462 
Net Asset Value and Maximum Offering Price   
Net Asset Value, offering price and redemption price per share ($1,632,230,462 ÷ 102,318,959 shares)  $15.95 

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


Statement of Operations

  Six months ended January 31, 2019 (Unaudited) 
Investment Income   
Dividends  $23,664,802 
Interest  1,975 
Income from Fidelity Central Funds  76,954 
Total income  23,743,731 
Expenses   
Management fee $502,588  
Independent trustees' fees and expenses 3,398  
Interest 896  
Miscellaneous 1,869  
Total expenses before reductions 508,751  
Expense reductions (186)  
Total expenses after reductions  508,565 
Net investment income (loss)  23,235,166 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 8,685,727  
Fidelity Central Funds 453  
Futures contracts (503,267)  
Total net realized gain (loss)  8,182,913 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 35,655,957  
Futures contracts 125,922  
Total change in net unrealized appreciation (depreciation)  35,781,879 
Net gain (loss)  43,964,792 
Net increase (decrease) in net assets resulting from operations  $67,199,958 

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


Statement of Changes in Net Assets

 Six months ended January 31, 2019 (Unaudited) Year ended July 31, 2018 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $23,235,166 $33,316,737 
Net realized gain (loss) 8,182,913 6,326,241 
Change in net unrealized appreciation (depreciation) 35,781,879 13,515,625 
Net increase (decrease) in net assets resulting from operations 67,199,958 53,158,603 
Distributions to shareholders (41,654,726) – 
Distributions to shareholders from net investment income – (30,389,560) 
Distributions to shareholders from net realized gain – (5,602,968) 
Total distributions (41,654,726) (35,992,528) 
Share transactions - net increase (decrease) 239,279,991 363,151,944 
Redemption fees – 27,089 
Total increase (decrease) in net assets 264,825,223 380,345,108 
Net Assets   
Beginning of period 1,367,405,239 987,060,131 
End of period $1,632,230,462 $1,367,405,239 
Other Information   
Undistributed net investment income end of period  $7,454,197 

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


Financial Highlights

Fidelity Real Estate Index Fund

 Six months ended (Unaudited) January 31, Years endedJuly 31,     
 2019 2018 2017 2016 2015 2014 
Selected Per–Share Data       
Net asset value, beginning of period $15.76 $15.70 $17.28 $14.69 $13.60 $12.43 
Income from Investment Operations       
Net investment income (loss)A .25 .46 .39 .41 .36 .32 
Net realized and unrealized gain (loss) .39 .13 (1.37) 2.56 1.15 1.17 
Total from investment operations .64 .59 (.98) 2.97 1.51 1.49 
Distributions from net investment income (.35) (.44) (.39) (.38) (.34) (.29) 
Distributions from net realized gain (.10) (.09) (.21) – (.09) (.04) 
Total distributions (.45) (.53) (.60) (.38) (.43) (.33) 
Redemption fees added to paid in capitalA – B B B .01 .01 
Net asset value, end of period $15.95 $15.76 $15.70 $17.28 $14.69 $13.60 
Total ReturnC,D 4.16% 3.90% (5.61)% 20.71% 11.29% 12.46% 
Ratios to Average Net AssetsE,F       
Expenses before reductions .07%G .07% .07% .14% .15% .15% 
Expenses net of fee waivers, if any .07%G .07% .07% .07% .07% .07% 
Expenses net of all reductions .07%G .07% .07% .07% .07% .07% 
Net investment income (loss) 3.24%G 3.12% 2.49% 2.69% 2.43% 2.49% 
Supplemental Data       
Net assets, end of period (000 omitted) $1,632,230 $380,099 $45,866 $19,098 $13,484 $11,030 
Portfolio turnover rateH 10%G 6% 8% 5% 12% 14% 

 A Calculated based on average shares outstanding during the period.

 B Amount represents less than $.005 per share.

 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. 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 (Unaudited)

For the period ended January 31, 2019

1. Organization.

Fidelity 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. 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.

Effective November 2, 2018, the Fund's publicly offered shares classes were consolidated into a single share class. The surviving class is Institutional Class.

2. Investments in Fidelity Central Funds.

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

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

3. Significant Accounting Policies.

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

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

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

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

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

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

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.

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 January 31, 2019 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. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable.

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

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

Distributions are declared and recorded on the ex-dividend date. Income 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, short-term capital gains, market discount and losses deferred due to wash sales.

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

Gross unrealized appreciation $196,540,118 
Gross unrealized depreciation (79,211,126) 
Net unrealized appreciation (depreciation) $117,328,992 
Tax cost $1,534,525,915 

New Rule Issuance. During August 2018, the U.S. Securities and Exchange Commission issued Final Rule Release No. 33-10532, Disclosure Update and Simplification. This Final Rule includes amendments specific to registered investment companies that are intended to eliminate overlap in disclosure requirements between Regulation S-X and GAAP. In accordance with these amendments, certain line-items in the Fund's financial statements have been combined or removed for the current period as outlined in the table below.

Financial Statement Current Line-Item Presentation (As Applicable) Prior Line-Item Presentation (As Applicable) 
Statement of Assets and Liabilities Total distributable earnings (loss) Undistributed/Distributions in excess of/Accumulated net investment income (loss)
Accumulated/Undistributed net realized gain (loss)
Net unrealized appreciation (depreciation) 
Statement of Changes in Net Assets N/A - removed Undistributed/Distributions in excess of/Accumulated net investment income (loss) end of period 
Statement of Changes in Net Assets Distributions to shareholders Distributions to shareholders from net investment income
Distributions to shareholders from net realized gain 
Distributions to Shareholders Note to Financial Statements Distributions to shareholders Distributions to shareholders from net investment income
Distributions to shareholders from net realized gain 

4. Derivative Instruments.

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

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

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

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

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

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

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

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

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $319,660,504 and $69,780,976, 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. The management fee is based on an annual rate of .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 August 1, 2018, the Board 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 .07% of each class' average net assets on an annual basis with certain exceptions. Prior to August 1, 2018 the investment adviser paid class-level expenses as necessary so that the total expenses did 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% 
Fidelity Real Estate Index Fund .07% 

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.

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 $13,193,000 2.45% $896 

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 $1,861 and is reflected in Miscellaneous on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $1,238,468. 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 $27,261, including $2,396 from securities loaned to FCM.

9. Expense Reductions.

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 $186.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended
January 31, 2019 
Year ended
July 31, 2018 
Distributions to shareholders   
Investor Class $427,706 $– 
Premium Class 11,530,768 – 
Fidelity Real Estate Index Fund 29,696,252 – 
Total $41,654,726 $– 
From net investment income   
Investor Class $– $901,682 
Premium Class – 24,627,043 
Fidelity Real Estate Index Fund – 4,860,835 
Total $– $30,389,560 
From net realized gain   
Investor Class $– $195,809 
Premium Class – 5,145,321 
Fidelity Real Estate Index Fund – 261,838 
Total $– $5,602,968 

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 
 Six months ended January 31, 2019 Year ended July 31, 2018 Six months ended January 31, 2019 Year ended July 31, 2018 
Investor Class     
Shares sold 398,814 1,655,111 $6,238,275 $25,009,221 
Reinvestment of distributions 26,242 69,789 415,680 1,063,947 
Shares redeemed (2,660,628) (1,565,088) (40,117,896) (23,568,906) 
Net increase (decrease) (2,235,572) 159,812 $(33,463,941) $2,504,262 
Premium Class     
Shares sold 5,615,265 22,252,890 $87,786,180 $334,525,602 
Reinvestment of distributions 675,441 1,807,393 10,705,751 27,560,332 
Shares redeemed (66,713,459) (21,524,541) (1,008,259,232) (325,921,346) 
Net increase (decrease) (60,422,753) 2,535,742 $(909,767,301) $36,164,588 
Fidelity Real Estate Index Fund     
Shares sold 83,954,615 24,133,975 $1,269,746,770 $368,690,381 
Reinvestment of distributions 1,714,857 325,615 26,426,583 4,924,698 
Shares redeemed (7,469,028) (3,262,703) (113,662,120) (49,131,985) 
Net increase (decrease) 78,200,444 21,196,887 $1,182,511,233 $324,483,094 

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.

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 (August 1, 2018 to January 31, 2019).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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
August 1, 2018 
Ending
Account Value
January 31, 2019 
Expenses Paid
During Period-B
August 1, 2018
to January 31, 2019 
Fidelity Real Estate Index Fund .07%    
Actual  $1,000.00 $1,041.60 $.36 
Hypothetical-C  $1,000.00 $1,024.85 $.36 

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

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

 C 5% return per year before expenses

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Real Estate Index Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of 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). FMR and the sub-advisers are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established four standing committees (Committees) — Operations, Audit, Fair Valuation, and Governance and Nominating — each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and considers, among other matters, information specifically related to the annual consideration of the renewal of the fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to review matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through joint ad hoc committees to discuss certain matters relevant to all of the Fidelity funds.

At its September 2018 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

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 Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups and with representatives of Geode. The Board considered the structure of the investment personnel compensation programs and whether the structures provide appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services.  The Board reviewed the general qualifications and capabilities of Fidelity's and Geode's investment staffs, including their size, education, experience, and resources, as well as Fidelity's and Geode's approach to recruiting, 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, compliance, and technology and operations capabilities and resources, which are integral parts of the investment management process.

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

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

Investment in a Large Fund Family.  The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including: (i) continuing to dedicate additional resources to Fidelity's investment research process, which includes meetings with management of issuers of securities in which the funds invest, and to the support of the senior management team that oversees asset management; (ii) continuing efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs; (iv) launching new share classes of existing funds; (v) eliminating purchase minimums and broadening eligibility requirements for certain funds and share classes; (vi) reducing management fees and total expenses for certain growth equity funds and index funds; (vii) lowering expense caps for certain existing funds and classes, and converting certain voluntary expense caps to contractual caps, to reduce expenses borne by shareholders; (viii) eliminating short-term redemption fees for funds that had such fees; (ix) rationalizing product lines and gaining increased efficiencies from fund mergers and share class consolidations; (x) continuing to develop, acquire and implement systems and technology to improve services to the funds and shareholders, strengthen information security, and increase efficiency; and (xi) continuing to implement enhancements to further strengthen Fidelity's product line to increase investors' probability of success in achieving their investment goals, including retirement income goals.

Investment Performance.  The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions that occur at Board meetings throughout the year with representatives of the Investment Advisers about fund investment performance. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board considers annualized return information for the fund for different time periods, measured against the securities market index the fund seeks to track. The Board also periodically considers the fund's tracking error versus its benchmark index. In its evaluation of fund investment performance at meetings throughout the year, the Board gave particular attention to information indicating underperformance of certain Fidelity funds for specific time periods and discussed with the Investment Advisers the reasons for such underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that an index fund's performance should be evaluated based on gross performance (before fees and expenses but after transaction costs) compared to a fund's benchmark index, over appropriate time periods, taking into account relevant factors including the following: general market conditions; the characteristics of the fund's benchmark index; the extent to which statistical sampling is employed; any securities lending revenues; and fund cash flows and other factors. Depending on the circumstances, the Independent Trustees may be satisfied with a fund's performance notwithstanding that it lags its benchmark index for certain periods.

The Independent Trustees recognize that shareholders evaluate performance on a net basis (after fees and expenses) over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and its benchmark index for the most recent one-, three-, and five-year periods.

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

Competitiveness of Management Fee and Total Expense Ratio.  The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison.

Management Fee.  The Board considered two proprietary management fee comparisons for the 12-month periods shown in basis points (BP) in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and was considered by the Board. Because the vast majority of competitor funds' management fees do not cover non-management expenses, in prior years, the fund was compared on the basis of a hypothetical "net management fee," which was derived by subtracting payments made by FMR for "fund-level" non-management expenses (including pricing and bookkeeping fees and fees paid to non-affiliated custodians), as well as "class-level" expenses paid by FMR under the expense limitation arrangements in effect for the fund, from the fund's management fee. Fidelity no longer calculates a hypothetical net management fee for the fund and, as a result, the chart does not include hypothetical net management fees for 2016 and 2017. With respect to the historical net management fee information, the Board considered that "fund-level" non-management expenses and "class-level" expenses paid by FMR may exceed the fund's management fee and result in a negative net management fee. The Board noted that a hypothetical net management fee is truly a hypothetical number derived for purposes of providing a more meaningful competitive comparison and a negative net management fee is not intended to suggest that Fidelity pays the fund to manage the fund's assets.

Fidelity Real Estate Index Fund

The Board considered that effective July 1, 2016, the fund's management fee rate was reduced from 0.14% to 0.07%. The Board considered that the chart below reflects the fund's lower management fee rate for 2016, as if the lower fee rate were in effect for the entire year.


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2017.

The Board noted that it and the boards of other Fidelity funds formed an ad hoc Committee on Group Fee, which meets periodically, to conduct an in-depth review of the "group fee" component of the management fee of funds with such management fee structures. The Committee's focus included the mechanics of the group fee, the competitive landscape of group fee structures, Fidelity funds with no group fee component (such as the fund) and investment products not included in group fee assets. The Board also considered that, for funds subject to the group fee, FMR agreed to voluntarily waive fees over a specified period of time in amounts designed to account for assets converted from certain funds to certain collective investment trusts.

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

Total Expense Ratio.  In its review of each class's total expense ratio, the Board considered the fund's management fee rate as well as other "fund-level" expenses, such as pricing and bookkeeping fees and custodial, legal, and audit fees, paid by FMR under the fund's management contract. The Board also considered other "class-level" expenses, such as transfer agent fees. The Board also noted that Fidelity may agree to waive fees and expenses from time to time, and the extent to which, if any, it has done so for the fund. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Institutional Class and Premium Class ranked below the competitive median for 2017 and the total expense ratio of Investor Class ranked above the competitive median for 2017. The Board considered that, in general, various factors can affect total expense ratios. The Board considered that the Total Mapped Group comprises funds of varying Lipper objectives. The Board noted that the total expense ratio of Investor Class is lower than the Investor Class total expense ratio of the most comparable competitive fund.

At its July 2018 meeting, the Board approved a proposal for the fund to consolidate all classes into a single class by exchanging all shares of higher cost classes for shares of the lowest cost class available. The exchanges are expected to take place in November 2018. In connection with the class consolidation, the Board approved amended and restated expense contracts that reduce each class's total expense ratio to equal the total expense ratio of the lowest cost class. The Board considered that, effective August 1, 2018, contractual arrangements for the fund oblige FMR to pay all "class-level" expenses of each class of the fund to the extent necessary to limit total class operating expenses, with certain exceptions, to 0.07%. These contractual arrangements may not be amended to increase the fees or expenses payable except by a vote of a majority of the Board.

Fees Charged to Other Fidelity Clients.  The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients with similar mandates. The Board noted that a joint ad hoc committee created by it and the boards of other Fidelity funds periodically reviews and compares Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds and also noted the most recent findings of the committee. The Board noted that the committee's review included a consideration of the differences in services provided, fees charged, and costs incurred, as well as competition in the markets serving the different categories of clients.

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

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

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

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

The Board also reviewed Fidelity's non-fund businesses and potential indirect benefits such businesses may have received as a result of their association with Fidelity's mutual fund business (i.e., fall-out benefits) as well as cases where Fidelity's affiliates may benefit from the fund's business. The Board noted that changes to fall-out benefits year-over-year reflect business developments at Fidelity's various businesses.

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

Economies of Scale.  The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale as assets grow through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board recognized that, due to the fund's current contractual arrangements, the expense ratio of each class will not decline if the class's operating costs decrease as assets grow, or rise as assets decrease. The Board also noted that a committee (the Economies of Scale Committee) created by it and the boards of other Fidelity funds periodically analyzes whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

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

Additional Information Requested by the Board.  In order to develop fully the factual basis for consideration of the Fidelity funds' advisory contracts, the Board requested and received additional information on certain topics, including: (i) Fidelity's fund profitability methodology, profitability trends for certain funds, the allocation of various costs to different funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the arrangements with and compensation paid to certain fund sub-advisers on behalf of the Fidelity funds and the treatment of such compensation within Fidelity's fund profitability methodology; (v) the terms of Fidelity's voluntary expense limitation agreements; (vi) the methodology with respect to competitive fund data and peer group classifications; (vii) Fidelity's transfer agent fee, expense, and service structures for different funds and classes relative to competitive trends, and the impact of the increased use of omnibus accounts; (viii) new developments in the retail and institutional marketplaces and the competitive positioning of the funds relative to other investment products and services; (ix) the impact of recent changes to the money market fund landscape, including the full implementation of money market fund reform and rising interest rates, on Fidelity's money market funds; (x) the funds' share class structures and distribution channels; and (xi) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends and methodologies for total expense competitive comparisons, and actions that might be taken by Fidelity to reduce total expense ratios for certain classes. In addition, the Board considered its discussions with Fidelity throughout the year regarding enhanced information security initiatives and the funds' fair valuation policies.

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





Fidelity Investments

URX-I-SANN-0319
1.929346.107


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® funds dedicated to certain programs affiliated with Strategic Advisers LLC.



Semi-Annual Report

January 31, 2019




Fidelity Investments


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

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from a fund electronically, by contacting your financial intermediary. For Fidelity customers, visit Fidelity's web site or call Fidelity using the contact information listed below.

You may elect to receive all future reports in paper free of charge. If you wish to continue receiving paper copies of your shareholder reports, you may contact your financial intermediary or, if you are a Fidelity customer, visit Fidelity’s website, or call Fidelity at the applicable toll-free number listed below. Your election to receive reports in paper will apply to all funds held with the fund complex/your financial intermediary.

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


Contents

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

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. © 2019 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 January 31, 2019

 % of fund's net assets 
Advanced Micro Devices, Inc. 0.9 
Keysight Technologies, Inc. 0.5 
Wellcare Health Plans, Inc. 0.5 
The Cooper Companies, Inc. 0.5 
Cadence Design Systems, Inc. 0.5 
 2.9 

Top Five Market Sectors as of January 31, 2019

 % of fund's net assets 
Information Technology 17.7 
Industrials 15.0 
Financials 13.8 
Real Estate 12.2 
Health Care 11.0 

Asset Allocation (% of fund's net assets)

As of January 31, 2019 * 
   Stocks and Equity Futures 100.3% 
 Short-Term Investments and Net Other Assets (Liabilities)** (0.3)% 


 * Foreign investments - 5.8%

 ** Short-Term Investments and Net Other Assets (Liabilities) are not included in the pie chart

Schedule of Investments January 31, 2019 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.5%   
 Shares Value 
COMMUNICATION SERVICES - 3.3%   
Diversified Telecommunication Services - 0.3%   
Zayo Group Holdings, Inc. (a) 167,495 $4,597,738 
Entertainment - 0.9%   
Cinemark Holdings, Inc. 79,102 3,236,854 
Lions Gate Entertainment Corp.:   
Class A (b) 35,981 660,971 
Class B 73,107 1,281,566 
Live Nation Entertainment, Inc. (a) 101,917 5,453,579 
The Madison Square Garden Co. (a) 13,611 3,782,497 
Zynga, Inc. (a) 565,168 2,531,953 
  16,947,420 
Interactive Media & Services - 0.6%   
Match Group, Inc. (b) 38,819 2,076,428 
TripAdvisor, Inc. (a)(b) 76,934 4,414,473 
Zillow Group, Inc.:   
Class A (a)(b) 41,086 1,430,204 
Class C (a)(b) 89,733 3,148,731 
  11,069,836 
Media - 1.3%   
AMC Networks, Inc. Class A (a)(b) 32,347 2,035,920 
Cable One, Inc. 3,152 2,787,440 
GCI Liberty, Inc. (a)(b) 74,470 3,790,523 
Interpublic Group of Companies, Inc. 283,857 6,457,747 
John Wiley & Sons, Inc. Class A 32,738 1,695,174 
Liberty Media Corp.:   
Liberty Formula One Group Series C (a) 145,874 4,576,067 
Liberty Media Class A (a)(b) 18,279 559,337 
Tribune Media Co. Class A 64,691 2,969,964 
  24,872,172 
Wireless Telecommunication Services - 0.2%   
Telephone & Data Systems, Inc. 73,073 2,646,704 
U.S. Cellular Corp. (a) 9,661 556,280 
  3,202,984 
TOTAL COMMUNICATION SERVICES  60,690,150 
CONSUMER DISCRETIONARY - 10.8%   
Auto Components - 0.6%   
Adient PLC 69,124 1,364,508 
Gentex Corp. 199,007 4,214,968 
The Goodyear Tire & Rubber Co. 172,101 3,646,820 
Visteon Corp. (a) 21,341 1,640,909 
  10,867,205 
Automobiles - 0.4%   
Harley-Davidson, Inc. 120,420 4,438,681 
Thor Industries, Inc. 37,080 2,414,650 
  6,853,331 
Distributors - 0.2%   
Pool Corp. 29,063 4,356,834 
Diversified Consumer Services - 1.3%   
Bright Horizons Family Solutions, Inc. (a) 42,249 4,892,012 
Frontdoor, Inc. (a) 50,141 1,490,191 
Graham Holdings Co. 3,097 2,059,505 
Grand Canyon Education, Inc. (a) 34,870 3,240,818 
H&R Block, Inc. 151,909 3,583,533 
Service Corp. International 128,495 5,515,005 
ServiceMaster Global Holdings, Inc. (a) 100,279 3,909,878 
  24,690,942 
Hotels, Restaurants & Leisure - 3.0%   
ARAMARK Holdings Corp. 180,570 5,949,782 
Caesars Entertainment Corp. (a)(b) 420,951 3,847,492 
Choice Hotels International, Inc. 25,299 2,002,669 
Domino's Pizza, Inc. 30,637 8,692,636 
Dunkin' Brands Group, Inc. 61,180 4,184,100 
Extended Stay America, Inc. unit 139,773 2,390,118 
Hilton Grand Vacations, Inc. (a) 71,456 2,167,975 
Hyatt Hotels Corp. Class A 31,036 2,169,727 
International Game Technology PLC (b) 72,803 1,191,057 
Six Flags Entertainment Corp. 53,302 3,282,870 
U.S. Foods Holding Corp. (a) 159,153 5,366,639 
Vail Resorts, Inc. 29,632 5,578,520 
Wendy's Co. 137,523 2,381,898 
Wyndham Destinations, Inc. 70,636 2,976,601 
Wyndham Hotels & Resorts, Inc. 72,324 3,550,385 
  55,732,469 
Household Durables - 1.1%   
Leggett & Platt, Inc. 96,802 3,965,010 
NVR, Inc. (a) 2,340 6,224,400 
PulteGroup, Inc. 188,513 5,242,547 
Tempur Sealy International, Inc. (a)(b) 34,235 1,815,140 
Toll Brothers, Inc. 101,004 3,731,088 
  20,978,185 
Internet & Direct Marketing Retail - 0.5%   
GrubHub, Inc. (a)(b) 66,686 5,361,554 
Wayfair LLC Class A (a)(b) 42,235 4,623,043 
  9,984,597 
Leisure Products - 0.5%   
Brunswick Corp. 64,062 3,223,600 
Mattel, Inc. (a)(b) 254,310 3,011,030 
Polaris Industries, Inc. (b) 43,320 3,633,682 
  9,868,312 
Multiline Retail - 0.7%   
Kohl's Corp. 123,528 8,485,138 
Nordstrom, Inc. (b) 86,964 4,035,999 
  12,521,137 
Specialty Retail - 1.4%   
AutoNation, Inc. (a)(b) 40,532 1,570,615 
Burlington Stores, Inc. (a) 49,278 8,461,525 
Dick's Sporting Goods, Inc. 54,834 1,936,189 
Floor & Decor Holdings, Inc. Class A (a)(b) 35,657 1,222,679 
Foot Locker, Inc. 84,417 4,718,066 
Michaels Companies, Inc. (a)(b) 75,655 1,048,578 
Penske Automotive Group, Inc. 26,183 1,227,459 
Urban Outfitters, Inc. (a) 54,548 1,761,900 
Williams-Sonoma, Inc. (b) 59,153 3,219,698 
  25,166,709 
Textiles, Apparel & Luxury Goods - 1.1%   
Capri Holdings Ltd. (a) 103,666 4,403,732 
Carter's, Inc. 33,368 2,766,207 
Columbia Sportswear Co. 22,284 1,987,510 
Hanesbrands, Inc. (b) 265,046 3,973,040 
Ralph Lauren Corp. 39,973 4,642,464 
Skechers U.S.A., Inc. Class A (sub. vtg.) (a) 96,719 2,627,855 
  20,400,808 
TOTAL CONSUMER DISCRETIONARY  201,420,529 
CONSUMER STAPLES - 2.3%   
Food & Staples Retailing - 0.4%   
Casey's General Stores, Inc. 26,843 3,454,157 
Sprouts Farmers Market LLC (a) 92,484 2,217,766 
Welbilt, Inc. (a) 96,089 1,347,168 
  7,019,091 
Food Products - 1.3%   
Flowers Foods, Inc. 132,482 2,604,596 
Ingredion, Inc. 52,273 5,175,027 
Lamb Weston Holdings, Inc. 108,242 7,825,897 
Pilgrim's Pride Corp. (a) 39,055 791,254 
Post Holdings, Inc. (a)(b) 47,849 4,441,344 
Seaboard Corp. 193 745,785 
The Hain Celestial Group, Inc. (a) 67,598 1,239,071 
TreeHouse Foods, Inc. (a) 40,231 2,347,881 
  25,170,855 
Household Products - 0.2%   
Energizer Holdings, Inc. 43,571 2,065,265 
Spectrum Brands Holdings, Inc. (b) 29,930 1,672,488 
  3,737,753 
Personal Products - 0.4%   
Herbalife Nutrition Ltd. (a) 80,122 4,783,283 
Nu Skin Enterprises, Inc. Class A 40,611 2,666,112 
  7,449,395 
TOTAL CONSUMER STAPLES  43,377,094 
ENERGY - 3.1%   
Energy Equipment & Services - 0.6%   
Helmerich & Payne, Inc. 78,443 4,392,024 
Nabors Industries Ltd. 255,368 755,889 
Patterson-UTI Energy, Inc. 158,367 1,920,992 
RPC, Inc. 41,815 451,184 
Transocean Ltd. (United States) (a)(b) 381,603 3,270,338 
Weatherford International PLC (a)(b) 731,896 474,561 
  11,264,988 
Oil, Gas & Consumable Fuels - 2.5%   
Antero Resources Corp. (a) 178,316 1,793,859 
Centennial Resource Development, Inc. Class A (a)(b) 135,215 1,780,782 
Chesapeake Energy Corp. (a)(b) 771,283 2,198,157 
CNX Resources Corp. (a) 148,016 1,796,914 
Extraction Oil & Gas, Inc. (a)(b) 82,151 323,675 
HollyFrontier Corp. 117,458 6,617,584 
Kosmos Energy Ltd. (a)(b) 175,362 899,607 
Murphy Oil Corp. 121,209 3,315,066 
Newfield Exploration Co. (a) 147,155 2,689,993 
Parsley Energy, Inc. Class A (a) 195,339 3,629,399 
PBF Energy, Inc. Class A 87,987 3,222,084 
QEP Resources, Inc. (a) 174,546 1,443,495 
Range Resources Corp. 155,793 1,718,397 
SM Energy Co. 82,003 1,608,899 
Targa Resources Corp. 166,945 7,180,304 
Whiting Petroleum Corp. (a) 66,255 1,896,881 
WPX Energy, Inc. (a) 293,295 3,595,797 
  45,710,893 
TOTAL ENERGY  56,975,881 
FINANCIALS - 13.8%   
Banks - 5.1%   
Associated Banc-Corp. 121,277 2,625,647 
Bank of Hawaii Corp. 30,416 2,352,069 
Bank of the Ozarks, Inc. 89,638 2,719,617 
BankUnited, Inc. 74,647 2,523,815 
BOK Financial Corp. 23,986 1,993,476 
CIT Group, Inc. 78,045 3,604,899 
Commerce Bancshares, Inc. 73,615 4,402,177 
Cullen/Frost Bankers, Inc. 42,221 4,107,259 
East West Bancorp, Inc. 106,663 5,367,282 
First Citizens Bancshares, Inc. 5,838 2,379,160 
First Hawaiian, Inc. 78,936 2,031,023 
First Horizon National Corp. 239,312 3,513,100 
FNB Corp., Pennsylvania 238,500 2,778,525 
PacWest Bancorp 90,711 3,500,537 
Peoples United Financial, Inc. 273,574 4,481,142 
Pinnacle Financial Partners, Inc. 55,376 2,977,568 
Popular, Inc. 73,027 3,988,004 
Prosperity Bancshares, Inc. 49,151 3,496,602 
Signature Bank 39,981 5,089,981 
Sterling Bancorp 164,651 3,167,885 
Synovus Financial Corp. 118,504 4,197,412 
TCF Financial Corp. 121,759 2,698,179 
Texas Capital Bancshares, Inc. (a) 37,022 2,157,272 
Umpqua Holdings Corp. 161,945 2,863,188 
Webster Financial Corp. 67,508 3,637,331 
Western Alliance Bancorp. (a) 72,586 3,214,108 
Wintrust Financial Corp. 41,224 2,932,675 
Zions Bancorporation 140,150 6,669,739 
  95,469,672 
Capital Markets - 2.1%   
BGC Partners, Inc. Class A 201,856 1,249,489 
Brighthouse Financial, Inc. (a) 88,743 3,313,664 
Eaton Vance Corp. (non-vtg.) 84,016 3,236,296 
Evercore, Inc. Class A 29,674 2,654,339 
FactSet Research Systems, Inc. 27,627 6,040,091 
Lazard Ltd. Class A 85,871 3,416,807 
Legg Mason, Inc. 62,535 1,863,543 
LPL Financial 63,503 4,468,706 
MarketAxess Holdings, Inc. 27,072 5,814,253 
Morningstar, Inc. 13,416 1,665,596 
SEI Investments Co. 96,975 4,610,192 
Virtu Financial, Inc. Class A 30,151 770,358 
  39,103,334 
Consumer Finance - 0.7%   
Credit Acceptance Corp. (a)(b) 8,331 3,315,905 
Navient Corp. 193,129 2,201,671 
OneMain Holdings, Inc. (a) 56,427 1,686,603 
Santander Consumer U.S.A. Holdings, Inc. 85,374 1,627,228 
SLM Corp. 321,468 3,442,922 
  12,274,329 
Diversified Financial Services - 0.3%   
Voya Financial, Inc. 114,839 5,331,975 
Insurance - 4.1%   
Alleghany Corp. 10,622 6,708,430 
American Financial Group, Inc. 53,064 5,061,775 
American National Insurance Co. 5,459 759,838 
Aspen Insurance Holdings Ltd. 43,636 1,820,930 
Assurant, Inc. 38,280 3,689,809 
Assured Guaranty Ltd. 76,682 3,110,222 
Axis Capital Holdings Ltd. 60,647 3,247,647 
Brown & Brown, Inc. 171,534 4,658,863 
Erie Indemnity Co. Class A 18,198 2,663,823 
Everest Re Group Ltd. 29,901 6,549,814 
First American Financial Corp. 80,167 4,014,763 
Hanover Insurance Group, Inc. 31,308 3,570,364 
Mercury General Corp. 20,178 1,043,203 
Old Republic International Corp. 209,255 4,216,488 
Reinsurance Group of America, Inc. 46,362 6,696,991 
RenaissanceRe Holdings Ltd. 29,376 4,054,769 
Torchmark Corp. 76,513 6,408,729 
W.R. Berkley Corp. 70,201 5,397,755 
White Mountains Insurance Group Ltd. 2,267 2,025,746 
  75,699,959 
Mortgage Real Estate Investment Trusts - 1.3%   
AGNC Investment Corp. 382,195 6,845,112 
Chimera Investment Corp. 137,617 2,618,852 
MFA Financial, Inc. 330,123 2,419,802 
New Residential Investment Corp. 267,894 4,548,840 
Starwood Property Trust, Inc. 198,227 4,376,852 
Two Harbors Investment Corp. 181,445 2,647,283 
  23,456,741 
Thrifts & Mortgage Finance - 0.2%   
New York Community Bancorp, Inc. (b) 351,903 4,089,113 
TFS Financial Corp. 36,475 594,907 
  4,684,020 
TOTAL FINANCIALS  256,020,030 
HEALTH CARE - 11.0%   
Biotechnology - 3.4%   
Agios Pharmaceuticals, Inc. (a)(b) 37,369 2,002,978 
Alkermes PLC (a)(b) 113,648 3,735,610 
Alnylam Pharmaceuticals, Inc. (a) 65,978 5,511,142 
bluebird bio, Inc. (a)(b) 39,988 5,335,599 
Exact Sciences Corp. (a)(b) 88,429 7,965,684 
Exelixis, Inc. (a) 216,696 5,107,525 
Ionis Pharmaceuticals, Inc. (a)(b) 92,231 5,349,398 
Neurocrine Biosciences, Inc. (a) 65,828 5,807,346 
Sage Therapeutics, Inc. (a) 33,555 4,784,607 
Sarepta Therapeutics, Inc. (a)(b) 49,017 6,848,165 
Seattle Genetics, Inc. (a)(b) 80,111 6,122,884 
United Therapeutics Corp. (a) 31,721 3,658,383 
  62,229,321 
Health Care Equipment & Supplies - 3.0%   
Cantel Medical Corp. 27,193 2,214,054 
DexCom, Inc. (a) 64,525 9,099,961 
Hill-Rom Holdings, Inc. 48,854 4,886,377 
ICU Medical, Inc. (a) 11,518 2,865,678 
Insulet Corp. (a)(b) 43,143 3,502,780 
Integra LifeSciences Holdings Corp. (a) 52,310 2,477,402 
Masimo Corp. (a) 34,085 4,239,833 
Penumbra, Inc. (a)(b) 22,627 3,292,455 
Steris PLC 61,860 7,055,752 
The Cooper Companies, Inc. 35,754 9,966,785 
West Pharmaceutical Services, Inc. 54,025 5,849,287 
  55,450,364 
Health Care Providers & Services - 1.6%   
Acadia Healthcare Co., Inc. (a)(b) 63,920 1,748,851 
Chemed Corp. 11,455 3,412,903 
Encompass Health Corp. 72,337 4,835,005 
MEDNAX, Inc. (a) 64,616 2,333,284 
Molina Healthcare, Inc. (a) 45,936 6,108,569 
Premier, Inc. (a) 38,531 1,533,148 
Wellcare Health Plans, Inc. (a) 36,820 10,179,994 
  30,151,754 
Health Care Technology - 0.7%   
athenahealth, Inc. (a) 29,534 3,979,411 
Veeva Systems, Inc. Class A (a) 89,789 9,792,388 
  13,771,799 
Life Sciences Tools & Services - 1.8%   
Bio-Rad Laboratories, Inc. Class A (a) 15,626 3,904,469 
Bio-Techne Corp. 27,459 4,790,497 
Bruker Corp. 74,190 2,601,101 
Charles River Laboratories International, Inc. (a) 34,925 4,302,411 
PerkinElmer, Inc. 81,275 7,355,388 
PRA Health Sciences, Inc. (a) 42,712 4,526,191 
QIAGEN NV (a) 163,798 6,065,440 
  33,545,497 
Pharmaceuticals - 0.5%   
Catalent, Inc. (a) 106,634 3,937,994 
Jazz Pharmaceuticals PLC (a) 43,429 5,467,277 
  9,405,271 
TOTAL HEALTH CARE  204,554,006 
INDUSTRIALS - 15.0%   
Aerospace & Defense - 2.0%   
BWX Technologies, Inc. 73,512 3,412,427 
Curtiss-Wright Corp. 32,481 3,687,243 
HEICO Corp. 28,703 2,425,404 
HEICO Corp. Class A 55,995 3,921,330 
Hexcel Corp. 63,530 4,301,616 
Huntington Ingalls Industries, Inc. 31,403 6,483,149 
Spirit AeroSystems Holdings, Inc. Class A 78,266 6,527,384 
Teledyne Technologies, Inc. (a) 26,094 5,850,797 
  36,609,350 
Airlines - 0.6%   
Alaska Air Group, Inc. 88,817 5,679,847 
Copa Holdings SA Class A 23,082 2,189,328 
JetBlue Airways Corp. (a) 225,078 4,049,153 
  11,918,328 
Building Products - 1.7%   
A.O. Smith Corp. 105,005 5,025,539 
Allegion PLC 70,142 6,022,392 
Armstrong World Industries, Inc. 31,806 2,164,080 
Fortune Brands Home & Security, Inc. 104,867 4,750,475 
Lennox International, Inc. 26,475 6,070,188 
Owens Corning 79,954 4,188,790 
USG Corp. 60,201 2,597,673 
  30,819,137 
Commercial Services & Supplies - 0.8%   
Clean Harbors, Inc. (a) 38,033 2,251,934 
KAR Auction Services, Inc. 99,428 5,171,250 
Rollins, Inc. 107,121 3,989,186 
Stericycle, Inc. (a) 61,217 2,698,445 
  14,110,815 
Construction & Engineering - 1.1%   
AECOM (a) 115,026 3,520,946 
Arcosa, Inc. 35,838 1,054,712 
Fluor Corp. 103,643 3,790,225 
Jacobs Engineering Group, Inc. 94,215 6,105,132 
Quanta Services, Inc. 107,802 3,809,723 
Valmont Industries, Inc. 15,969 2,060,001 
  20,340,739 
Electrical Equipment - 0.9%   
Acuity Brands, Inc. 29,459 3,561,888 
GrafTech International Ltd. (b) 42,933 567,145 
Hubbell, Inc. Class B 40,362 4,412,777 
Regal Beloit Corp. 31,920 2,450,179 
Sensata Technologies, Inc. PLC (a) 119,651 5,683,423 
  16,675,412 
Industrial Conglomerates - 0.4%   
Carlisle Companies, Inc. 43,142 4,647,688 
ITT, Inc. 64,559 3,393,221 
  8,040,909 
Machinery - 4.7%   
AGCO Corp. 48,418 3,108,436 
Allison Transmission Holdings, Inc. 84,694 4,122,057 
Apergy Corp. (a) 57,352 1,928,174 
Colfax Corp. (a) 62,500 1,546,875 
Crane Co. 36,930 3,056,327 
Donaldson Co., Inc. 94,736 4,479,118 
Flowserve Corp. 96,676 4,257,611 
Gardner Denver Holdings, Inc. (a) 93,363 2,303,265 
Gates Industrial Corp. PLC (a)(b) 32,652 486,841 
Graco, Inc. 122,219 5,295,749 
IDEX Corp. 56,640 7,808,390 
Lincoln Electric Holdings, Inc. 46,510 4,020,324 
Middleby Corp. (a)(b) 40,467 4,759,729 
Nordson Corp. 42,777 5,545,610 
Oshkosh Corp. 53,748 4,033,787 
Pentair PLC 115,711 4,766,136 
Snap-On, Inc. (b) 41,466 6,882,941 
Terex Corp. 48,716 1,496,068 
Timken Co. 50,663 2,157,737 
Toro Co. 76,169 4,532,056 
Trinity Industries, Inc. 107,512 2,513,631 
WABCO Holdings, Inc. (a) 38,492 4,396,941 
Wabtec Corp. 63,483 4,390,484 
  87,888,287 
Marine - 0.2%   
Kirby Corp. (a) 43,566 3,263,529 
Professional Services - 0.7%   
Dun & Bradstreet Corp. 27,441 3,971,810 
Manpower, Inc. 45,553 3,600,054 
Robert Half International, Inc. 87,366 5,628,991 
  13,200,855 
Road & Rail - 0.8%   
AMERCO 5,166 1,873,502 
Genesee & Wyoming, Inc. Class A (a) 43,445 3,411,301 
Knight-Swift Transportation Holdings, Inc. Class A (b) 93,195 2,958,941 
Landstar System, Inc. 30,217 3,069,443 
Ryder System, Inc. 38,456 2,226,987 
Schneider National, Inc. Class B 35,026 743,952 
  14,284,126 
Trading Companies & Distributors - 1.0%   
Air Lease Corp. Class A 71,736 2,721,664 
HD Supply Holdings, Inc. (a) 137,047 5,747,751 
MSC Industrial Direct Co., Inc. Class A 33,047 2,759,094 
Univar, Inc. (a) 85,143 1,773,529 
Watsco, Inc. 23,554 3,473,744 
WESCO International, Inc. (a) 34,685 1,817,494 
  18,293,276 
Transportation Infrastructure - 0.1%   
Macquarie Infrastructure Co. LLC 58,741 2,535,849 
TOTAL INDUSTRIALS  277,980,612 
INFORMATION TECHNOLOGY - 17.7%   
Communications Equipment - 0.5%   
Arris International PLC (a) 120,627 3,786,482 
CommScope Holding Co., Inc. (a) 140,242 2,932,460 
EchoStar Holding Corp. Class A (a) 35,298 1,446,512 
Ubiquiti Networks, Inc. (b) 11,099 1,201,023 
  9,366,477 
Electronic Equipment & Components - 3.6%   
ADT, Inc. (b) 78,339 565,608 
Arrow Electronics, Inc. (a) 64,275 4,881,686 
Avnet, Inc. 81,581 3,361,137 
CDW Corp. 108,213 9,010,897 
Cognex Corp. 122,177 5,559,054 
Coherent, Inc. (a) 17,859 2,110,934 
Dolby Laboratories, Inc. Class A 46,020 2,974,273 
FLIR Systems, Inc. 99,340 4,855,739 
Jabil, Inc. 116,906 3,115,545 
Keysight Technologies, Inc. (a) 138,341 10,240,001 
Littelfuse, Inc. 17,799 3,127,640 
National Instruments Corp. 81,591 3,607,954 
Trimble, Inc. (a) 184,289 6,940,324 
Zebra Technologies Corp. Class A (a) 38,984 6,767,622 
  67,118,414 
IT Services - 3.5%   
Booz Allen Hamilton Holding Corp. Class A 102,871 5,054,052 
Conduent, Inc. (a) 140,724 1,794,231 
CoreLogic, Inc. (a) 59,338 2,153,969 
Elastic NV (b) 5,937 504,645 
EPAM Systems, Inc. (a) 37,903 5,362,516 
Euronet Worldwide, Inc. (a) 36,370 4,182,914 
Genpact Ltd. 108,667 3,241,537 
GoDaddy, Inc. (a) 118,337 8,121,468 
Jack Henry & Associates, Inc. 56,872 7,595,256 
Leidos Holdings, Inc. 104,295 6,049,110 
Okta, Inc. (a) 63,320 5,219,468 
Sabre Corp. 203,616 4,679,096 
Switch, Inc. Class A (b) 27,890 232,603 
Twilio, Inc. Class A (a)(b) 65,007 7,236,579 
WEX, Inc. (a) 30,473 4,916,209 
  66,343,653 
Semiconductors & Semiconductor Equipment - 3.0%   
Advanced Micro Devices, Inc. (a)(b) 692,337 16,899,944 
Cypress Semiconductor Corp. 264,717 3,671,625 
First Solar, Inc. (a) 60,551 3,063,275 
Marvell Technology Group Ltd. 409,614 7,590,147 
MKS Instruments, Inc. 39,453 3,220,548 
Monolithic Power Systems, Inc. 30,052 3,803,381 
ON Semiconductor Corp. (a) 308,078 6,173,883 
Teradyne, Inc. 132,349 4,763,241 
Universal Display Corp. (b) 31,416 3,261,923 
Versum Materials, Inc. 80,297 2,952,521 
  55,400,488 
Software - 6.6%   
2U, Inc. (a)(b) 40,410 2,297,309 
Aspen Technology, Inc. (a) 52,789 5,101,001 
Black Knight, Inc. (a) 104,914 5,160,720 
Cadence Design Systems, Inc. (a) 206,381 9,912,479 
Ceridian HCM Holding, Inc. (b) 25,923 1,068,287 
DocuSign, Inc. 54,319 2,686,075 
Fair Isaac Corp. (a) 21,191 4,772,213 
FireEye, Inc. (a) 142,848 2,525,553 
Fortinet, Inc. (a) 104,161 7,975,608 
Guidewire Software, Inc. (a) 59,895 5,191,699 
LogMeIn, Inc. 37,211 3,461,367 
Manhattan Associates, Inc. (a) 48,251 2,353,201 
Nuance Communications, Inc. (a) 210,888 3,346,793 
Nutanix, Inc. Class A (a) 103,417 5,298,053 
Parametric Technology Corp. (a) 86,290 7,316,529 
Paycom Software, Inc. (a)(b) 36,665 5,435,220 
Pegasystems, Inc. 27,797 1,564,693 
Pluralsight, Inc. (b) 17,568 526,689 
Proofpoint, Inc. (a) 37,153 3,784,776 
RealPage, Inc. (a) 52,846 2,947,221 
RingCentral, Inc. (a) 50,413 4,660,178 
SolarWinds, Inc. (a) 18,630 326,957 
SS&C Technologies Holdings, Inc. 152,387 7,846,407 
Tableau Software, Inc. (a) 52,730 6,741,003 
Teradata Corp. (a) 87,663 3,890,484 
Tyler Technologies, Inc. (a) 28,207 5,336,482 
Ultimate Software Group, Inc. (a) 22,449 6,130,148 
Zendesk, Inc. (a) 77,705 5,247,419 
  122,904,564 
Technology Hardware, Storage & Peripherals - 0.5%   
NCR Corp. (a) 87,160 2,331,530 
Pure Storage, Inc. Class A (a) 121,485 2,175,796 
Xerox Corp. 154,264 4,351,787 
  8,859,113 
TOTAL INFORMATION TECHNOLOGY  329,992,709 
MATERIALS - 6.5%   
Chemicals - 2.5%   
Ashland Global Holdings, Inc. 46,043 3,494,664 
Axalta Coating Systems Ltd. (a) 156,166 4,000,973 
Cabot Corp. 43,754 2,051,625 
CF Industries Holdings, Inc. 170,441 7,439,750 
Element Solutions, Inc. (a) 163,979 1,843,124 
Huntsman Corp. 161,187 3,541,278 
NewMarket Corp. 5,709 2,289,823 
Olin Corp. 123,274 2,910,499 
RPM International, Inc. 97,018 5,545,549 
The Chemours Co. LLC 126,501 4,522,411 
The Scotts Miracle-Gro Co. Class A 29,700 2,208,195 
Valvoline, Inc. 140,953 3,116,471 
W.R. Grace & Co. 49,056 3,483,467 
  46,447,829 
Construction Materials - 0.3%   
Eagle Materials, Inc. 34,235 2,430,685 
nVent Electric PLC 118,875 2,974,253 
  5,404,938 
Containers & Packaging - 2.5%   
Aptargroup, Inc. 45,933 4,552,879 
Ardagh Group SA 13,721 166,299 
Avery Dennison Corp. 63,837 6,667,775 
Bemis Co., Inc. 66,886 3,266,712 
Berry Global Group, Inc. (a) 97,289 4,791,483 
Crown Holdings, Inc. (a) 95,504 4,870,704 
Graphic Packaging Holding Co. 228,512 2,758,140 
Owens-Illinois, Inc. 117,647 2,361,175 
Packaging Corp. of America 69,071 6,514,777 
Sealed Air Corp. 115,570 4,565,015 
Silgan Holdings, Inc. 57,146 1,578,373 
Sonoco Products Co. 72,642 4,182,726 
  46,276,058 
Metals & Mining - 1.1%   
Alcoa Corp. (a) 138,076 4,098,096 
Reliance Steel & Aluminum Co. 50,473 4,132,729 
Royal Gold, Inc. 48,137 4,205,730 
Steel Dynamics, Inc. 162,656 5,951,583 
United States Steel Corp. 130,259 2,936,038 
  21,324,176 
Paper & Forest Products - 0.1%   
Domtar Corp. 46,124 2,163,216 
TOTAL MATERIALS  121,616,217 
REAL ESTATE - 12.2%   
Equity Real Estate Investment Trusts (REITs) - 11.3%   
American Campus Communities, Inc. 100,632 4,631,085 
American Homes 4 Rent Class A 191,006 4,223,143 
Apartment Investment & Management Co. Class A 114,099 5,650,182 
Apple Hospitality (REIT), Inc. 160,017 2,625,879 
Brandywine Realty Trust (SBI) 129,726 1,952,376 
Brixmor Property Group, Inc. 222,854 3,817,489 
Camden Property Trust (SBI) 65,597 6,359,629 
Colony Capital, Inc. 355,169 2,155,876 
Columbia Property Trust, Inc. 87,395 1,928,808 
CoreSite Realty Corp. 26,881 2,655,574 
Corporate Office Properties Trust (SBI) 76,246 1,882,514 
CubeSmart 136,962 4,238,974 
CyrusOne, Inc. 77,324 4,190,961 
DDR Corp. 112,751 1,473,656 
Douglas Emmett, Inc. 118,642 4,488,227 
Duke Realty Corp. 263,627 7,708,453 
Empire State Realty Trust, Inc. 104,728 1,619,095 
EPR Properties 54,471 3,979,651 
Equity Commonwealth 86,727 2,806,486 
Equity Lifestyle Properties, Inc. 63,251 6,697,016 
Gaming & Leisure Properties 148,935 5,585,063 
Healthcare Trust of America, Inc. 152,368 4,330,299 
Highwoods Properties, Inc. (SBI) 75,091 3,328,033 
Hospitality Properties Trust (SBI) 120,231 3,205,358 
Hudson Pacific Properties, Inc. 113,867 3,697,261 
Iron Mountain, Inc. (b) 209,876 7,807,387 
JBG SMITH Properties 77,279 2,986,833 
Kilroy Realty Corp. 72,979 5,142,100 
Kimco Realty Corp. 300,423 5,110,195 
Lamar Advertising Co. Class A 62,332 4,640,617 
Liberty Property Trust (SBI) 108,946 5,135,714 
Life Storage, Inc. 33,856 3,327,029 
Medical Properties Trust, Inc. 268,075 4,878,965 
National Retail Properties, Inc. 117,018 6,168,019 
Omega Healthcare Investors, Inc. 146,279 5,878,953 
Outfront Media, Inc. 102,380 2,124,385 
Paramount Group, Inc. 151,062 2,187,378 
Park Hotels & Resorts, Inc. 148,490 4,465,094 
Rayonier, Inc. 95,277 2,900,232 
Regency Centers Corp. 112,254 7,296,510 
Retail Properties America, Inc. 158,903 2,008,534 
Senior Housing Properties Trust (SBI) 173,742 2,392,427 
Spirit Realty Capital, Inc. 63,215 2,510,900 
Store Capital Corp. 141,556 4,575,090 
Sun Communities, Inc. 62,126 6,828,269 
Taubman Centers, Inc. 43,771 2,179,796 
The Macerich Co. 100,487 4,638,480 
Uniti Group, Inc. 124,089 2,470,612 
VEREIT, Inc. 716,544 5,789,676 
Weingarten Realty Investors (SBI) 88,227 2,531,233 
WP Carey, Inc. 117,490 8,798,826 
  210,004,342 
Real Estate Management & Development - 0.9%   
Howard Hughes Corp. (a) 28,669 3,183,406 
Jones Lang LaSalle, Inc. 33,502 4,804,522 
Realogy Holdings Corp. (b) 86,887 1,542,244 
Retail Value, Inc. 11,336 344,728 
VICI Properties, Inc. 296,232 6,377,875 
  16,252,775 
TOTAL REAL ESTATE  226,257,117 
UTILITIES - 3.8%   
Electric Utilities - 1.7%   
Alliant Energy Corp. 174,410 7,756,013 
Hawaiian Electric Industries, Inc. 79,968 2,974,010 
OGE Energy Corp. 147,376 6,035,047 
Pinnacle West Capital Corp. 82,512 7,270,957 
Vistra Energy Corp. (a) 292,157 7,336,062 
  31,372,089 
Gas Utilities - 1.0%   
Atmos Energy Corp. 80,436 7,852,967 
National Fuel Gas Co. 59,992 3,437,542 
UGI Corp. 127,638 7,279,195 
  18,569,704 
Independent Power and Renewable Electricity Producers - 0.5%   
NRG Energy, Inc. 214,056 8,757,031 
Multi-Utilities - 0.4%   
MDU Resources Group, Inc. 143,335 3,685,143 
Vectren Corp. 61,479 4,449,850 
  8,134,993 
Water Utilities - 0.2%   
Aqua America, Inc. 131,521 4,609,811 
TOTAL UTILITIES  71,443,628 
TOTAL COMMON STOCKS   
(Cost $1,652,110,609)  1,850,327,973 
 Principal Amount Value 
U.S. Treasury Obligations - 0.1%   
U.S. Treasury Bills, yield at date of purchase 2.6% 9/12/19 (c)   
(Cost $984,275) 1,000,000 985,118 
 Shares Value 
Money Market Funds - 8.9%   
Fidelity Cash Central Fund, 2.43% (d) 171 $171 
Fidelity Securities Lending Cash Central Fund 2.43% (d)(e) 165,848,780 165,865,365 
TOTAL MONEY MARKET FUNDS   
(Cost $165,865,536)  165,865,536 
TOTAL INVESTMENT IN SECURITIES - 108.5%   
(Cost $1,818,960,420)  2,017,178,627 
NET OTHER ASSETS (LIABILITIES) - (8.5)%  (157,330,801) 
NET ASSETS - 100%  $1,859,847,826 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Equity Index Contracts      
CME E-mini S&P MidCap 400 Index Contracts (United States) 78 March 2019 $14,321,580 $420,207 $420,207 

The notional amount of futures purchased as a percentage of Net Assets is 0.8%

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 $568,413.

 (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 are available on the SEC's website or upon request.

 (e) Includes 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 $88,676 
Fidelity Securities Lending Cash Central Fund 154,723 
Total $243,399 

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

Investment Valuation

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

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Communication Services $60,690,150 $60,690,150 $-- $-- 
Consumer Discretionary 201,420,529 201,420,529 -- -- 
Consumer Staples 43,377,094 43,377,094 -- -- 
Energy 56,975,881 56,975,881 -- -- 
Financials 256,020,030 256,020,030 -- -- 
Health Care 204,554,006 204,554,006 -- -- 
Industrials 277,980,612 277,980,612 -- -- 
Information Technology 329,992,709 329,992,709 -- -- 
Materials 121,616,217 121,616,217 -- -- 
Real Estate 226,257,117 226,257,117 -- -- 
Utilities 71,443,628 71,443,628 -- -- 
U.S. Government and Government Agency Obligations 985,118 -- 985,118 -- 
Money Market Funds 165,865,536 165,865,536 -- -- 
Total Investments in Securities: $2,017,178,627 $2,016,193,509 $985,118 $-- 
Derivative Instruments:     
Assets     
Futures Contracts $420,207 $420,207 $-- $-- 
Total Assets $420,207 $420,207 $-- $-- 
Total Derivative Instruments: $420,207 $420,207 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of January 31, 2019. 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) $420,207 $0 
Total Equity Risk 420,207 
Total Value of Derivatives $420,207 $0 

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

  January 31, 2019 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $165,514,544) — See accompanying schedule:
Unaffiliated issuers (cost $1,653,094,884) 
$1,851,313,091  
Fidelity Central Funds (cost $165,865,536) 165,865,536  
Total Investment in Securities (cost $1,818,960,420)  $2,017,178,627 
Receivable for investments sold  21,375,450 
Receivable for fund shares sold  1,093,267 
Dividends receivable  1,103,805 
Distributions receivable from Fidelity Central Funds  27,294 
Receivable for daily variation margin on futures contracts  55,210 
Prepaid expenses  2,694 
Receivable from investment adviser for expense reductions  214,131 
Total assets  2,041,050,478 
Liabilities   
Payable to custodian bank $6,364,155  
Payable for investments purchased 1,474,640  
Payable for fund shares redeemed 2,695,753  
Accrued management fee 184,508  
Notes payable 4,368,000  
Other affiliated payables 168,105  
Other payables and accrued expenses 87,492  
Collateral on securities loaned 165,859,999  
Total liabilities  181,202,652 
Net Assets  $1,859,847,826 
Net Assets consist of:   
Paid in capital  $1,710,722,196 
Total distributable earnings (loss)  149,125,630 
Net Assets, for 159,603,334 shares outstanding  $1,859,847,826 
Net Asset Value, offering price and redemption price per share ($1,859,847,826 ÷ 159,603,334 shares)  $11.65 

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


Statement of Operations

  Six months ended January 31, 2019 (Unaudited) 
Investment Income   
Dividends  $16,304,357 
Interest  10,003 
Income from Fidelity Central Funds  243,399 
Total income  16,557,759 
Expenses   
Management fee $1,153,856  
Transfer agent fees 786,720  
Accounting and security lending fees 270,914  
Custodian fees and expenses 80,329  
Independent trustees' fees and expenses 5,297  
Registration fees 29,618  
Audit 27,388  
Legal 4,622  
Interest 29,651  
Miscellaneous 6,400  
Total expenses before reductions 2,394,795  
Expense reductions (1,306,779)  
Total expenses after reductions  1,088,016 
Net investment income (loss)  15,469,743 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers (29,351,619)  
Fidelity Central Funds (2,532)  
Futures contracts (1,476,142)  
Total net realized gain (loss)  (30,830,293) 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers (61,616,949)  
Futures contracts 391,485  
Total change in net unrealized appreciation (depreciation)  (61,225,464) 
Net gain (loss)  (92,055,757) 
Net increase (decrease) in net assets resulting from operations  $(76,586,014) 

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


Statement of Changes in Net Assets

 Six months ended January 31, 2019 (Unaudited) Year ended July 31, 2018 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $15,469,743 $25,735,157 
Net realized gain (loss) (30,830,293) 106,946,615 
Change in net unrealized appreciation (depreciation) (61,225,464) 142,150,184 
Net increase (decrease) in net assets resulting from operations (76,586,014) 274,831,956 
Distributions to shareholders (136,561,154) – 
Distributions to shareholders from net investment income – (17,827,435) 
Distributions to shareholders from net realized gain – (10,934,823) 
Total distributions (136,561,154) (28,762,258) 
Share transactions   
Proceeds from sales of shares 537,314,462 1,274,523,020 
Reinvestment of distributions 17,561,702 5,077,657 
Cost of shares redeemed (763,333,515) (705,178,230) 
Net increase (decrease) in net assets resulting from share transactions (208,457,351) 574,422,447 
Total increase (decrease) in net assets (421,604,519) 820,492,145 
Net Assets   
Beginning of period 2,281,452,345 1,460,960,200 
End of period $1,859,847,826 $2,281,452,345 
Other Information   
Undistributed net investment income end of period  $14,791,659 
Shares   
Sold 47,205,507 105,228,710 
Issued in reinvestment of distributions 1,408,093 433,807 
Redeemed (65,133,468) (58,088,108) 
Net increase (decrease) (16,519,868) 47,574,409 

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


Financial Highlights

Fidelity SAI Small-Mid Cap 500 Index Fund

 Six months ended (Unaudited) January 31, Years endedJuly 31,   
 2019 2018 2017 2016 A 
Selected Per–Share Data     
Net asset value, beginning of period $12.95 $11.37 $10.26 $10.00 
Income from Investment Operations     
Net investment income (loss)B .09 .17 .15 .14 
Net realized and unrealized gain (loss) (.59) 1.62 1.11 .18 
Total from investment operations (.50) 1.79 1.26 .32 
Distributions from net investment income (.18) (.13) (.09) (.05) 
Distributions from net realized gain (.63) (.08) (.06) (.01) 
Total distributions (.80)C (.21) (.15) (.06) 
Net asset value, end of period $11.65 $12.95 $11.37 $10.26 
Total ReturnD,E (4.20)% 15.91% 12.41% 3.26% 
Ratios to Average Net AssetsF,G     
Expenses before reductions .23%H .23% .29% .35%H 
Expenses net of fee waivers, if any .10%H .13% .15% .15%H 
Expenses net of all reductions .10%H .13% .15% .15%H 
Net investment income (loss) 1.47%H 1.37% 1.38% 1.48%H 
Supplemental Data     
Net assets, end of period (000 omitted) $1,859,848 $2,281,452 $1,460,960 $355,719 
Portfolio turnover rateI 40%H 39% 22% 99%H 

 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 distributions of $.80 per share is comprised of distributions from net investment income of $.176 and distributions from net realized gain of $.626 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 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.

 H Annualized

 I 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 (Unaudited)

For the period ended January 31, 2019

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 are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

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

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

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

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

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

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

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 January 31, 2019 is included at the end of the Fund's Schedule of Investments.

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

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. 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, foreign currency transactions, market discount, partnerships and losses deferred due to wash sales.

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

Gross unrealized appreciation $297,446,334 
Gross unrealized depreciation (118,839,966) 
Net unrealized appreciation (depreciation) $178,606,368 
Tax cost $1,838,992,466 

New Rule Issuance. During August 2018, the U.S. Securities and Exchange Commission issued Final Rule Release No. 33-10532, Disclosure Update and Simplification. This Final Rule includes amendments specific to registered investment companies that are intended to eliminate overlap in disclosure requirements between Regulation S-X and GAAP. In accordance with these amendments, certain line-items in the Fund's financial statements have been combined or removed for the current period as outlined in the table below.

Financial Statement Current Line-Item Presentation (As Applicable) Prior Line-Item Presentation (As Applicable) 
Statement of Assets and Liabilities Total distributable earnings (loss) Undistributed/Distributions in excess of/Accumulated net investment income (loss)
Accumulated/Undistributed net realized gain (loss)
Net unrealized appreciation (depreciation) 
Statement of Changes in Net Assets N/A - removed Undistributed/Distributions in excess of/Accumulated net investment income (loss) end of period 
Statement of Changes in Net Assets Distributions to shareholders Distributions to shareholders from net investment income
Distributions to shareholders from net realized gain 

4. Derivative Instruments.

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

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

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

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

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

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

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

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

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $417,536,854 and $742,661,715, 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. For the period, the fees were equivalent to an annualized rate of .03%.

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 $17,356,100 2.44% $11,742 

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 $2,843 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. 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 $154,723. During the period, there were no securities loaned to FCM.

9. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average loan balance during the period for which loans were outstanding amounted to $111,157,000. The weighted average interest rate was 2.90%. The interest expense amounted to $17,909 under the bank borrowing program. Any open loans, including accrued interest, at period end are presented under the caption "Notes payable" in the Fund's Statement of Assets and Liabilities.

10. Expense Reductions.

The investment adviser contractually agreed to reimburse the Fund to the extent annual operating expenses exceeded .10% of average net assets. Some expenses, for example the compensation of the independent Trustees, and certain miscellaneous expenses such as proxy and shareholder meeting expenses, are excluded from this reimbursement. During the period this reimbursement reduced the Fund's expenses by $1,305,108. Effective March 1, 2019 the expense limitation will be changed to .05%. This reimbursement will remain in place through November 30, 2020.

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 $1,671.

11. Other.

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

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 (August 1, 2018 to January 31, 2019).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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
August 1, 2018 
Ending
Account Value
January 31, 2019 
Expenses Paid
During Period-B
August 1, 2018
to January 31, 2019 
Actual .10% $1,000.00 $958.00 $.49-C 
Hypothetica-D  $1,000.00 $1,024.70 $.51-C 

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

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

 C If fees and changes to the Fund level expense contract and/ or expense cap, effective March 1, 2019, had been in effect during the current period, the restated annualized expense ratio would have been .05% and the expenses paid in the actual and hypothetical examples above would have been $.25 and $.26, respectively.

 D 5% return per year before expenses

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity SAI Small-Mid Cap 500 Index Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of 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). FMR and the sub-advisers are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established four standing committees (Committees) — Operations, Audit, Fair Valuation, and Governance and Nominating — each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and considers, among other matters, information specifically related to the annual consideration of the renewal of the fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to review matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through joint ad hoc committees to discuss certain matters relevant to all of the Fidelity funds.

At its September 2018 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

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 Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups and with representatives of Geode. The Board considered the structure of the investment personnel compensation programs and whether the structures provide appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services.  The Board reviewed the general qualifications and capabilities of Fidelity's and Geode's investment staffs, including their size, education, experience, and resources, as well as Fidelity's and Geode's approach to recruiting, 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, compliance, and technology and operations capabilities and resources, which are integral parts of the investment management process.

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

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

Investment in a Large Fund Family.  The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including: (i) continuing to dedicate additional resources to Fidelity's investment research process, which includes meetings with management of issuers of securities in which the funds invest, and to the support of the senior management team that oversees asset management; (ii) continuing efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs; (iv) launching new share classes of existing funds; (v) eliminating purchase minimums and broadening eligibility requirements for certain funds and share classes; (vi) reducing management fees and total expenses for certain growth equity funds and index funds; (vii) lowering expense caps for certain existing funds and classes, and converting certain voluntary expense caps to contractual caps, to reduce expenses borne by shareholders; (viii) eliminating short-term redemption fees for funds that had such fees; (ix) rationalizing product lines and gaining increased efficiencies from fund mergers and share class consolidations; (x) continuing to develop, acquire and implement systems and technology to improve services to the funds and shareholders, strengthen information security, and increase efficiency; and (xi) continuing to implement enhancements to further strengthen Fidelity's product line to increase investors' probability of success in achieving their investment goals, including retirement income goals.

Investment Performance.  The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions that occur at Board meetings throughout the year with representatives of the Investment Advisers about fund investment performance. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board considers annualized return information for the fund for different time periods, measured against the securities market index the fund seeks to track. The Board also periodically considers the fund's tracking error versus its benchmark index. In its evaluation of fund investment performance at meetings throughout the year, the Board gave particular attention to information indicating underperformance of certain Fidelity funds for specific time periods and discussed with the Investment Advisers the reasons for such underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that an index fund's performance should be evaluated based on gross performance (before fees and expenses but after transaction costs) compared to a fund's benchmark index, over appropriate time periods, taking into account relevant factors including the following: general market conditions; the characteristics of the fund's benchmark index; the extent to which statistical sampling is employed; any securities lending revenues; and fund cash flows and other factors. Depending on the circumstances, the Independent Trustees may be satisfied with a fund's performance notwithstanding that it lags its benchmark index for certain periods.

The Independent Trustees recognize that shareholders evaluate performance on a net basis (after fees and expenses) over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net calendar year total return information for the fund and its benchmark index for the most recent one-year period.

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

Competitiveness of Management Fee and Total Expense Ratio.  The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison.

Management Fee.  The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in basis points (BP) in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and was considered by the Board.

Fidelity SAI Small-Mid Cap 500 Index Fund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2017.

The Board noted that it and the boards of other Fidelity funds formed an ad hoc Committee on Group Fee, which meets periodically, to conduct an in-depth review of the "group fee" component of the management fee of funds with such management fee structures. The Committee's focus included the mechanics of the group fee, the competitive landscape of group fee structures, Fidelity funds with no group fee component (such as the fund) and investment products not included in group fee assets. The Board also considered that, for funds subject to the group fee, FMR agreed to voluntarily waive fees over a specified period of time in amounts designed to account for assets converted from certain funds to certain collective investment trusts.

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

Total Expense Ratio.  In its review of the fund's total expense ratio, the Board considered the fund's management fee rate as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted that Fidelity may agree to waive fees and expenses from time to time, and the extent to which, if any, it has done so for the fund. As part of its review, the Board also considered the current and historical total expense ratios of the fund compared to competitive fund median expenses. The fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the fund's total expense ratio ranked below the competitive median for 2017.

The Board further considered that FMR has contractually agreed to reimburse the fund to the extent that total operating expenses (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, fees and expenses of the Independent Trustees, proxy and shareholder meeting expenses, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of its average net assets, exceed 0.10% through September 30, 2019.

Fees Charged to Other Fidelity Clients.  The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients with similar mandates. The Board noted that a joint ad hoc committee created by it and the boards of other Fidelity funds periodically reviews and compares Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds and also noted the most recent findings of the committee. The Board noted that the committee's review included a consideration of the differences in services provided, fees charged, and costs incurred, as well as competition in the markets serving the different categories of clients.

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

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

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

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

The Board also reviewed Fidelity's non-fund businesses and potential indirect benefits such businesses may have received as a result of their association with Fidelity's mutual fund business (i.e., fall-out benefits) as well as cases where Fidelity's affiliates may benefit from the fund's business. The Board noted that changes to fall-out benefits year-over-year reflect business developments at Fidelity's various businesses.

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

Economies of Scale.  The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale as assets grow through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that a committee (the Economies of Scale Committee) created by it and the boards of other Fidelity funds periodically analyzes whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

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

Additional Information Requested by the Board.  In order to develop fully the factual basis for consideration of the Fidelity funds' advisory contracts, the Board requested and received additional information on certain topics, including: (i) Fidelity's fund profitability methodology, profitability trends for certain funds, the allocation of various costs to different funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the arrangements with and compensation paid to certain fund sub-advisers on behalf of the Fidelity funds and the treatment of such compensation within Fidelity's fund profitability methodology; (v) the terms of Fidelity's voluntary expense limitation agreements; (vi) the methodology with respect to competitive fund data and peer group classifications; (vii) Fidelity's transfer agent fee, expense, and service structures for different funds and classes relative to competitive trends, and the impact of the increased use of omnibus accounts; (viii) new developments in the retail and institutional marketplaces and the competitive positioning of the funds relative to other investment products and services; (ix) the impact of recent changes to the money market fund landscape, including the full implementation of money market fund reform and rising interest rates, on Fidelity's money market funds; (x) the funds' share class structures and distribution channels; and (xi) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends and methodologies for total expense competitive comparisons, and actions that might be taken by Fidelity to reduce total expense ratios for certain classes. In addition, the Board considered its discussions with Fidelity throughout the year regarding enhanced information security initiatives and the funds' fair valuation policies.

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





Fidelity Investments

SV3-SANN-0319
1.9868214.103


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® funds dedicated to certain programs affiliated with Strategic Advisers LLC.



Semi-Annual Report

January 31, 2019




Fidelity Investments


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

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from a fund electronically, by contacting your financial intermediary. For Fidelity customers, visit Fidelity's web site or call Fidelity using the contact information listed below.

You may elect to receive all future reports in paper free of charge. If you wish to continue receiving paper copies of your shareholder reports, you may contact your financial intermediary or, if you are a Fidelity customer, visit Fidelity’s website, or call Fidelity at the applicable toll-free number listed below. Your election to receive reports in paper will apply to all funds held with the fund complex/your financial intermediary.

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


Contents

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

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.

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. © 2019 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 January 31, 2019

 % of fund's net assets 
Facebook, Inc. Class A 5.4 
Microsoft Corp. 4.9 
Apple, Inc. 4.5 
Johnson & Johnson 4.4 
MasterCard, Inc. Class A 3.8 
 23.0 

Top Five Market Sectors as of January 31, 2019

 % of fund's net assets 
Information Technology 37.9 
Communication Services 13.2 
Health Care 12.7 
Consumer Discretionary 11.5 
Industrials 11.3 

Asset Allocation (% of fund's net assets)

As of January 31, 2019* 
   Stocks and Equity Futures 100.0% 


 * Foreign investments – 2.4%

Schedule of Investments January 31, 2019 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.6%   
 Shares Value 
COMMUNICATION SERVICES - 13.2%   
Entertainment - 2.2%   
The Walt Disney Co. 1,440,514 $160,646,121 
Interactive Media & Services - 10.6%   
Alphabet, Inc.:   
Class A (a) 166,508 187,469,692 
Class C (a) 175,410 195,822,462 
Facebook, Inc. Class A (a) 2,357,635 392,994,173 
  776,286,327 
Media - 0.4%   
Interpublic Group of Companies, Inc. 372,773 8,480,586 
Omnicom Group, Inc. (b) 250,318 19,494,766 
  27,975,352 
TOTAL COMMUNICATION SERVICES  964,907,800 
CONSUMER DISCRETIONARY - 11.5%   
Auto Components - 0.3%   
Autoliv, Inc. (b) 98,850 7,893,173 
BorgWarner, Inc. 190,345 7,785,111 
Lear Corp. 66,911 10,299,610 
  25,977,894 
Hotels, Restaurants & Leisure - 2.8%   
Darden Restaurants, Inc. 125,821 13,202,398 
Las Vegas Sands Corp. 361,598 21,102,859 
Marriott International, Inc. Class A 334,115 38,266,191 
Starbucks Corp. 1,945,908 132,594,171 
  205,165,619 
Household Durables - 0.3%   
Garmin Ltd. 101,074 6,992,299 
Leggett & Platt, Inc. (b) 115,689 4,738,621 
NVR, Inc. (a) 4,259 11,328,940 
  23,059,860 
Internet & Direct Marketing Retail - 1.3%   
The Booking Holdings, Inc. (a) 52,246 95,756,991 
Leisure Products - 0.2%   
Hasbro, Inc. 111,392 10,087,660 
Polaris Industries, Inc. 58,186 4,880,642 
  14,968,302 
Multiline Retail - 0.4%   
Dollar General Corp. 252,227 29,114,563 
Specialty Retail - 3.7%   
Best Buy Co., Inc. 260,525 15,433,501 
Gap, Inc. 228,648 5,816,805 
Lowe's Companies, Inc. 864,764 83,155,706 
Ross Stores, Inc. 510,389 47,017,035 
TJX Companies, Inc. 1,757,563 87,403,608 
Tractor Supply Co. 137,578 11,749,161 
Ulta Beauty, Inc. (a) 67,611 19,737,003 
  270,312,819 
Textiles, Apparel & Luxury Goods - 2.5%   
Capri Holdings Ltd. (a) 168,478 7,156,945 
lululemon athletica, Inc. (a) 103,998 15,371,944 
NIKE, Inc. Class B 1,565,811 128,208,605 
VF Corp. 351,687 29,601,495 
  180,338,989 
TOTAL CONSUMER DISCRETIONARY  844,695,037 
CONSUMER STAPLES - 9.7%   
Beverages - 2.6%   
Brown-Forman Corp. Class B (non-vtg.) 302,088 14,273,658 
Monster Beverage Corp. (a) 418,492 23,954,482 
PepsiCo, Inc. 1,337,471 150,692,858 
  188,920,998 
Food & Staples Retailing - 1.6%   
Costco Wholesale Corp. 425,133 91,246,296 
Sysco Corp. 459,600 29,345,460 
  120,591,756 
Food Products - 0.4%   
Hormel Foods Corp. (b) 278,538 11,787,728 
The Hershey Co. 143,461 15,221,212 
  27,008,940 
Household Products - 3.2%   
Clorox Co. 126,934 18,834,467 
Procter & Gamble Co. 2,203,299 212,552,255 
  231,386,722 
Personal Products - 0.4%   
Estee Lauder Companies, Inc. Class A 240,780 32,847,208 
Tobacco - 1.5%   
Altria Group, Inc. 2,209,835 109,055,357 
TOTAL CONSUMER STAPLES  709,810,981 
FINANCIALS - 2.3%   
Banks - 0.1%   
East West Bancorp, Inc. 130,999 6,591,870 
Capital Markets - 1.5%   
Ameriprise Financial, Inc. 141,576 17,923,522 
Eaton Vance Corp. (non-vtg.) 123,339 4,751,018 
Franklin Resources, Inc. 295,277 8,743,152 
Moody's Corp. 296,669 47,025,003 
SEI Investments Co. 151,239 7,189,902 
T. Rowe Price Group, Inc. 261,603 24,449,416 
  110,082,013 
Insurance - 0.7%   
Marsh & McLennan Companies, Inc. 490,094 43,221,390 
Principal Financial Group, Inc. 265,293 13,283,221 
  56,504,611 
TOTAL FINANCIALS  173,178,494 
HEALTH CARE - 12.7%   
Biotechnology - 4.4%   
Amgen, Inc. 760,115 142,225,118 
Biogen, Inc. (a) 211,196 70,493,001 
Celgene Corp. (a) 805,567 71,260,457 
Regeneron Pharmaceuticals, Inc. (a) 76,265 32,738,277 
United Therapeutics Corp. (a) 39,768 4,586,443 
  321,303,296 
Health Care Equipment & Supplies - 1.1%   
Align Technology, Inc. (a) 84,105 20,937,940 
Edwards Lifesciences Corp. (a) 197,174 33,602,393 
ResMed, Inc. 141,539 13,470,267 
Varian Medical Systems, Inc. (a) 97,754 12,906,461 
  80,917,061 
Health Care Technology - 0.2%   
Cerner Corp. (a) 274,543 15,075,156 
Life Sciences Tools & Services - 0.5%   
Mettler-Toledo International, Inc. (a) 32,210 20,555,134 
Waters Corp. (a) 75,677 17,498,036 
  38,053,170 
Pharmaceuticals - 6.5%   
Eli Lilly & Co. 960,373 115,110,308 
Johnson & Johnson 2,400,178 319,415,688 
Zoetis, Inc. Class A 453,528 39,075,972 
  473,601,968 
TOTAL HEALTH CARE  928,950,651 
INDUSTRIALS - 11.3%   
Aerospace & Defense - 3.2%   
General Dynamics Corp. 253,118 43,326,208 
Huntington Ingalls Industries, Inc. 46,822 9,666,402 
Lockheed Martin Corp. 449,891 130,328,924 
Raytheon Co. 267,587 44,087,634 
Spirit AeroSystems Holdings, Inc. Class A 120,082 10,014,839 
  237,424,007 
Air Freight & Logistics - 0.4%   
C.H. Robinson Worldwide, Inc. 141,527 12,280,298 
Expeditors International of Washington, Inc. 194,410 13,472,613 
  25,752,911 
Airlines - 0.1%   
Southwest Airlines Co. 125,050 7,097,838 
Building Products - 0.1%   
A.O. Smith Corp. 144,975 6,938,504 
Commercial Services & Supplies - 0.2%   
Copart, Inc. (a) 211,964 10,731,737 
Rollins, Inc. 164,896 6,140,727 
  16,872,464 
Electrical Equipment - 0.5%   
Acuity Brands, Inc. 38,773 4,688,043 
Rockwell Automation, Inc. 171,629 29,094,548 
  33,782,591 
Industrial Conglomerates - 3.1%   
3M Co. 636,365 127,463,910 
Honeywell International, Inc. 716,857 102,962,171 
  230,426,081 
Machinery - 1.4%   
Cummins, Inc. 154,844 22,779,101 
IDEX Corp. 69,525 9,584,717 
Illinois Tool Works, Inc. 382,095 52,465,464 
Snap-On, Inc. 52,283 8,678,455 
WABCO Holdings, Inc. (a) 45,935 5,247,155 
  98,754,892 
Professional Services - 0.1%   
Robert Half International, Inc. 137,443 8,855,452 
Road & Rail - 1.7%   
J.B. Hunt Transport Services, Inc. 80,092 8,573,048 
Old Dominion Freight Lines, Inc. 59,639 8,106,729 
Union Pacific Corp. 696,180 110,741,353 
  127,421,130 
Trading Companies & Distributors - 0.5%   
Fastenal Co. 322,675 19,508,931 
W.W. Grainger, Inc. 44,982 13,287,233 
  32,796,164 
TOTAL INDUSTRIALS  826,122,034 
INFORMATION TECHNOLOGY - 37.9%   
Communications Equipment - 3.0%   
Cisco Systems, Inc. 4,451,877 210,529,263 
F5 Networks, Inc. (a) 72,491 11,667,426 
  222,196,689 
Electronic Equipment & Components - 0.5%   
Amphenol Corp. Class A 289,946 25,492,052 
Cognex Corp. 170,078 7,738,549 
IPG Photonics Corp. (a) 36,967 4,916,611 
  38,147,212 
IT Services - 13.2%   
Accenture PLC Class A 817,945 125,595,455 
Automatic Data Processing, Inc. 594,640 83,154,458 
Broadridge Financial Solutions, Inc. 125,159 12,619,782 
Fiserv, Inc. (a) 375,790 31,164,265 
IBM Corp. 968,319 130,161,440 
Jack Henry & Associates, Inc. 77,381 10,334,233 
MasterCard, Inc. Class A 1,306,160 275,769,561 
Paychex, Inc. 409,463 28,989,980 
Visa, Inc. Class A 1,980,211 267,348,287 
  965,137,461 
Semiconductors & Semiconductor Equipment - 8.2%   
Applied Materials, Inc. 1,183,087 46,235,040 
Intel Corp. 4,650,382 219,126,000 
KLA-Tencor Corp. 203,989 21,739,108 
Lam Research Corp. 185,358 31,433,010 
Maxim Integrated Products, Inc. (b) 296,024 16,065,222 
NVIDIA Corp. 716,841 103,045,894 
Skyworks Solutions, Inc. 174,160 12,720,646 
Texas Instruments, Inc. 1,163,736 117,164,940 
Xilinx, Inc. 264,175 29,571,750 
  597,101,610 
Software - 8.2%   
Adobe, Inc. (a) 465,894 115,457,851 
Cadence Design Systems, Inc. (a) 260,741 12,523,390 
Citrix Systems, Inc. 155,329 15,927,436 
Intuit, Inc. 323,205 69,754,103 
Microsoft Corp. 3,455,964 360,906,321 
Red Hat, Inc. (a) 165,166 29,373,121 
  603,942,222 
Technology Hardware, Storage & Peripherals - 4.8%   
Apple, Inc. 1,986,135 330,572,309 
NetApp, Inc. 287,171 18,312,895 
  348,885,204 
TOTAL INFORMATION TECHNOLOGY  2,775,410,398 
MATERIALS - 0.5%   
Chemicals - 0.5%   
LyondellBasell Industries NV Class A 399,466 34,741,558 
REAL ESTATE - 0.5%   
Equity Real Estate Investment Trusts (REITs) - 0.5%   
Public Storage 161,254 34,269,700 
TOTAL COMMON STOCKS   
(Cost $5,936,311,783)  7,292,086,653 
Money Market Funds - 0.9%   
Fidelity Cash Central Fund, 2.43% (c) 20,931,073 20,935,259 
Fidelity Securities Lending Cash Central Fund 2.43% (c)(d) 42,085,181 42,089,389 
TOTAL MONEY MARKET FUNDS   
(Cost $63,024,530)  63,024,648 
TOTAL INVESTMENT IN SECURITIES - 100.5%   
(Cost $5,999,336,313)  7,355,111,301 
NET OTHER ASSETS (LIABILITIES) - (0.5)%  (35,332,527) 
NET ASSETS - 100%  $7,319,778,774 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Equity Index Contracts      
CME E-mini S&P 500 Index Contracts (United States) 204 March 2019 $27,585,900 $1,754,650 $1,754,650 

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

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

Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $218,987 
Fidelity Securities Lending Cash Central Fund 173,850 
Total $392,837 

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

Investment Valuation

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

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Communication Services $964,907,800 $964,907,800 $-- $-- 
Consumer Discretionary 844,695,037 844,695,037 -- -- 
Consumer Staples 709,810,981 709,810,981 -- -- 
Financials 173,178,494 173,178,494 -- -- 
Health Care 928,950,651 928,950,651 -- -- 
Industrials 826,122,034 826,122,034 -- -- 
Information Technology 2,775,410,398 2,775,410,398 -- -- 
Materials 34,741,558 34,741,558 -- -- 
Real Estate 34,269,700 34,269,700 -- -- 
Money Market Funds 63,024,648 63,024,648 -- -- 
Total Investments in Securities: $7,355,111,301 $7,355,111,301 $-- $-- 
Derivative Instruments:     
Assets     
Futures Contracts $1,754,650 $1,754,650 $-- $-- 
Total Assets $1,754,650 $1,754,650 $-- $-- 
Total Derivative Instruments: $1,754,650 $1,754,650 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of January 31, 2019. 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) $1,754,650 $0 
Total Equity Risk 1,754,650 
Total Value of Derivatives $1,754,650 $0 

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

  January 31, 2019 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $41,467,367) — See accompanying schedule:
Unaffiliated issuers (cost $5,936,311,783) 
$7,292,086,653  
Fidelity Central Funds (cost $63,024,530) 63,024,648  
Total Investment in Securities (cost $5,999,336,313)  $7,355,111,301 
Segregated cash with brokers for derivative instruments  1,146,000 
Receivable for fund shares sold  2,889,508 
Dividends receivable  4,623,625 
Distributions receivable from Fidelity Central Funds  43,854 
Receivable for daily variation margin on futures contracts  210,753 
Prepaid expenses  8,261 
Receivable from investment adviser for expense reductions  262,141 
Total assets  7,364,295,443 
Liabilities   
Payable for fund shares redeemed 1,241,442  
Accrued management fee 582,171  
Other affiliated payables 516,498  
Other payables and accrued expenses 100,829  
Collateral on securities loaned 42,075,729  
Total liabilities  44,516,669 
Net Assets  $7,319,778,774 
Net Assets consist of:   
Paid in capital  $5,959,937,426 
Total distributable earnings (loss)  1,359,841,348 
Net Assets, for 541,172,405 shares outstanding  $7,319,778,774 
Net Asset Value, offering price and redemption price per share ($7,319,778,774 ÷ 541,172,405 shares)  $13.53 

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


Statement of Operations

  Six months ended January 31, 2019 (Unaudited) 
Investment Income   
Dividends  $61,240,615 
Interest  9,621 
Income from Fidelity Central Funds  392,837 
Total income  61,643,073 
Expenses   
Management fee $3,576,061  
Transfer agent fees 2,682,046  
Accounting and security lending fees 485,401  
Custodian fees and expenses 43,543  
Independent trustees' fees and expenses 17,574  
Registration fees 113,958  
Audit 27,093  
Legal 9,688  
Miscellaneous 20,301  
Total expenses before reductions 6,975,665  
Expense reductions (1,580,434)  
Total expenses after reductions  5,395,231 
Net investment income (loss)  56,247,842 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 29,749,149  
Fidelity Central Funds (2,047)  
Futures contracts (309,179)  
Total net realized gain (loss)  29,437,923 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers (237,618,241)  
Fidelity Central Funds 118  
Futures contracts 1,441,830  
Total change in net unrealized appreciation (depreciation)  (236,176,293) 
Net gain (loss)  (206,738,370) 
Net increase (decrease) in net assets resulting from operations  $(150,490,528) 

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


Statement of Changes in Net Assets

 Six months ended January 31, 2019 (Unaudited) Year ended July 31, 2018 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $56,247,842 $96,242,444 
Net realized gain (loss) 29,437,923 87,427,749 
Change in net unrealized appreciation (depreciation) (236,176,293) 982,538,491 
Net increase (decrease) in net assets resulting from operations (150,490,528) 1,166,208,684 
Distributions to shareholders (197,565,929) – 
Distributions to shareholders from net investment income – (87,325,140) 
Distributions to shareholders from net realized gain – (134,730,131) 
Total distributions (197,565,929) (222,055,271) 
Share transactions   
Proceeds from sales of shares 698,815,799 4,206,625,253 
Reinvestment of distributions 138,985,268 162,527,504 
Cost of shares redeemed (417,609,276) (3,159,543,842) 
Net increase (decrease) in net assets resulting from share transactions 420,191,791 1,209,608,915 
Total increase (decrease) in net assets 72,135,334 2,153,762,328 
Net Assets   
Beginning of period 7,247,643,440 5,093,881,112 
End of period $7,319,778,774 $7,247,643,440 
Other Information   
Undistributed net investment income end of period  $48,909,433 
Shares   
Sold 51,786,078 317,003,949 
Issued in reinvestment of distributions 9,901,495 13,154,961 
Redeemed (29,841,454) (235,826,171) 
Net increase (decrease) 31,846,119 94,332,739 

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


Financial Highlights

Fidelity SAI U.S. Quality Index Fund

 Six months ended (Unaudited) January 31, Years endedJuly 31,   
 2019 2018 2017 2016 A 
Selected Per–Share Data     
Net asset value, beginning of period $14.23 $12.27 $10.87 $10.00 
Income from Investment Operations     
Net investment income (loss)B .11 .21 .21 .13 
Net realized and unrealized gain (loss) (.42) 2.25 1.36 .77 
Total from investment operations (.31) 2.46 1.57 .90 
Distributions from net investment income (.19) (.19) (.14) (.03) 
Distributions from net realized gain (.20) (.31) (.03) – 
Total distributions (.39) (.50) (.17) (.03) 
Net asset value, end of period $13.53 $14.23 $12.27 $10.87 
Total ReturnC,D (2.29)% 20.71% 14.70% 9.01% 
Ratios to Average Net AssetsE,F     
Expenses before reductions .19%G .20% .21% .25%G 
Expenses net of fee waivers, if any .15%G .15% .15% .15%G 
Expenses net of all reductions .15%G .15% .15% .15%G 
Net investment income (loss) 1.57%G 1.55% 1.84% 1.56%G 
Supplemental Data     
Net assets, end of period (000 omitted) $7,319,779 $7,247,643 $5,093,881 $3,598,609 
Portfolio turnover rateH 28%G 34% 31% 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 (Unaudited)

For the period ended January 31, 2019

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 are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

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

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

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

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

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy. Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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 January 31, 2019 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. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable.

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. 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, market discount, and losses deferred due to wash sales.

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

Gross unrealized appreciation $1,547,357,180 
Gross unrealized depreciation (213,406,521) 
Net unrealized appreciation (depreciation) $1,333,950,659 
Tax cost $6,022,915,292 

New Rule Issuance. During August 2018, the U.S. Securities and Exchange Commission issued Final Rule Release No. 33-10532, Disclosure Update and Simplification. This Final Rule includes amendments specific to registered investment companies that are intended to eliminate overlap in disclosure requirements between Regulation S-X and GAAP. In accordance with these amendments, certain line-items in the Fund's financial statements have been combined or removed for the current period as outlined in the table below.

Financial Statement Current Line-Item Presentation (As Applicable) Prior Line-Item Presentation (As Applicable) 
Statement of Assets and Liabilities Total distributable earnings (loss) Undistributed/Distributions in excess of/Accumulated net investment income (loss)
Accumulated/Undistributed net realized gain (loss)
Net unrealized appreciation (depreciation) 
Statement of Changes in Net Assets N/A - removed Undistributed/Distributions in excess of/Accumulated net investment income (loss) end of period 
Statement of Changes in Net Assets Distributions to shareholders Distributions to shareholders from net investment income
Distributions to shareholders from net realized gain 

4. Derivative Instruments.

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

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

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

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

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

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

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

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

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,292,631,970 and $1,012,004,208, 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. For the period, the fees were equivalent to an annualized rate of .01%.

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 $9,515 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. 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 $173,850.

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 reimbursement will remain in place through November 30, 2019. Some expenses, for example the compensation of the independent Trustees, and certain miscellaneous expenses such as proxy and shareholder meeting expenses, are excluded from this reimbursement. During the period this reimbursement reduced the Fund's expenses by $1,580,434.

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 Core Fund, Strategic Advisers Growth Fund and Strategic Advisers Fidelity U.S. Total Stock Fund were the owners of record of approximately 29%, 14% and 27%, respectively, of the total outstanding shares of the Fund.

Shareholder Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds 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 (August 1, 2018 to January 31, 2019).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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
August 1, 2018 
Ending
Account Value
January 31, 2019 
Expenses Paid
During Period-B
August 1, 2018
to January 31, 2019 
Actual .15% $1,000.00 $977.10 $.75 
Hypothetical-C  $1,000.00 $1,024.45 $.77 

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

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

 C 5% return per year before expenses

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity SAI U.S. Quality Index Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of 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). FMR and the sub-advisers are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established four standing committees (Committees) — Operations, Audit, Fair Valuation, and Governance and Nominating — each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and considers, among other matters, information specifically related to the annual consideration of the renewal of the fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to review matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through joint ad hoc committees to discuss certain matters relevant to all of the Fidelity funds.

At its September 2018 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

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 Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups and with representatives of Geode. The Board considered the structure of the investment personnel compensation programs and whether the structures provide appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services.  The Board reviewed the general qualifications and capabilities of Fidelity's and Geode's investment staffs, including their size, education, experience, and resources, as well as Fidelity's and Geode's approach to recruiting, 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, compliance, and technology and operations capabilities and resources, which are integral parts of the investment management process.

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

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

Investment in a Large Fund Family.  The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including: (i) continuing to dedicate additional resources to Fidelity's investment research process, which includes meetings with management of issuers of securities in which the funds invest, and to the support of the senior management team that oversees asset management; (ii) continuing efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs; (iv) launching new share classes of existing funds; (v) eliminating purchase minimums and broadening eligibility requirements for certain funds and share classes; (vi) reducing management fees and total expenses for certain growth equity funds and index funds; (vii) lowering expense caps for certain existing funds and classes, and converting certain voluntary expense caps to contractual caps, to reduce expenses borne by shareholders; (viii) eliminating short-term redemption fees for funds that had such fees; (ix) rationalizing product lines and gaining increased efficiencies from fund mergers and share class consolidations; (x) continuing to develop, acquire and implement systems and technology to improve services to the funds and shareholders, strengthen information security, and increase efficiency; and (xi) continuing to implement enhancements to further strengthen Fidelity's product line to increase investors' probability of success in achieving their investment goals, including retirement income goals.

Investment Performance.  The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions that occur at Board meetings throughout the year with representatives of the Investment Advisers about fund investment performance. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board considers annualized return information for the fund for different time periods, measured against the securities market index the fund seeks to track. The Board also periodically considers the fund's tracking error versus its benchmark index. In its evaluation of fund investment performance at meetings throughout the year, the Board gave particular attention to information indicating underperformance of certain Fidelity funds for specific time periods and discussed with the Investment Advisers the reasons for such underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that an index fund's performance should be evaluated based on gross performance (before fees and expenses but after transaction costs) compared to a fund's benchmark index, over appropriate time periods, taking into account relevant factors including the following: general market conditions; the characteristics of the fund's benchmark index; the extent to which statistical sampling is employed; any securities lending revenues; and fund cash flows and other factors. Depending on the circumstances, the Independent Trustees may be satisfied with a fund's performance notwithstanding that it lags its benchmark index for certain periods.

The Independent Trustees recognize that shareholders evaluate performance on a net basis (after fees and expenses) over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net calendar year total return information for the fund and its benchmark index for the most recent one-year period.

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

Competitiveness of Management Fee and Total Expense Ratio.  The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison.

Management Fee.  The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in basis points (BP) in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and was considered by the Board.

Fidelity SAI U.S. Quality Index Fund


The Board noted that the fund's management fee rate ranked equal to the median of its Total Mapped Group and above the median of its ASPG for 2017. The Board noted that the fund is priced comparably to Fidelity's other domestic factor-based SAI index funds.

The Board noted that it and the boards of other Fidelity funds formed an ad hoc Committee on Group Fee, which meets periodically, to conduct an in-depth review of the "group fee" component of the management fee of funds with such management fee structures. The Committee's focus included the mechanics of the group fee, the competitive landscape of group fee structures, Fidelity funds with no group fee component (such as the fund) and investment products not included in group fee assets. The Board also considered that, for funds subject to the group fee, FMR agreed to voluntarily waive fees over a specified period of time in amounts designed to account for assets converted from certain funds to certain collective investment trusts.

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

Total Expense Ratio.  In its review of the fund's total expense ratio, the Board considered the fund's management fee rate as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted that Fidelity may agree to waive fees and expenses from time to time, and the extent to which, if any, it has done so for the fund. As part of its review, the Board also considered the current and historical total expense ratios of the fund compared to competitive fund median expenses. The fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the fund's total expense ratio ranked equal to the competitive median for 2017.

The Board further considered that FMR has contractually agreed to reimburse the fund to the extent that total operating expenses (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, fees and expenses of the Independent Trustees, proxy and shareholder meeting expenses, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of its average net assets, exceed 0.15% through September 30, 2018.

Fees Charged to Other Fidelity Clients.  The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients with similar mandates. The Board noted that a joint ad hoc committee created by it and the boards of other Fidelity funds periodically reviews and compares Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds and also noted the most recent findings of the committee. The Board noted that the committee's review included a consideration of the differences in services provided, fees charged, and costs incurred, as well as competition in the markets serving the different categories of clients.

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

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

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

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

The Board also reviewed Fidelity's non-fund businesses and potential indirect benefits such businesses may have received as a result of their association with Fidelity's mutual fund business (i.e., fall-out benefits) as well as cases where Fidelity's affiliates may benefit from the fund's business. The Board noted that changes to fall-out benefits year-over-year reflect business developments at Fidelity's various businesses.

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

Economies of Scale.  The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale as assets grow through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that a committee (the Economies of Scale Committee) created by it and the boards of other Fidelity funds periodically analyzes whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

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

Additional Information Requested by the Board.  In order to develop fully the factual basis for consideration of the Fidelity funds' advisory contracts, the Board requested and received additional information on certain topics, including: (i) Fidelity's fund profitability methodology, profitability trends for certain funds, the allocation of various costs to different funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the arrangements with and compensation paid to certain fund sub-advisers on behalf of the Fidelity funds and the treatment of such compensation within Fidelity's fund profitability methodology; (v) the terms of Fidelity's voluntary expense limitation agreements; (vi) the methodology with respect to competitive fund data and peer group classifications; (vii) Fidelity's transfer agent fee, expense, and service structures for different funds and classes relative to competitive trends, and the impact of the increased use of omnibus accounts; (viii) new developments in the retail and institutional marketplaces and the competitive positioning of the funds relative to other investment products and services; (ix) the impact of recent changes to the money market fund landscape, including the full implementation of money market fund reform and rising interest rates, on Fidelity's money market funds; (x) the funds' share class structures and distribution channels; and (xi) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends and methodologies for total expense competitive comparisons, and actions that might be taken by Fidelity to reduce total expense ratios for certain classes. In addition, the Board considered its discussions with Fidelity throughout the year regarding enhanced information security initiatives and the funds' fair valuation policies.

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





Fidelity Investments

SV4-SANN-0319
1.9868210.103


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® funds dedicated to certain programs affiliated with Strategic Advisers LLC.



Semi-Annual Report

January 31, 2019




Fidelity Investments


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

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from a fund electronically, by contacting your financial intermediary. For Fidelity customers, visit Fidelity's web site or call Fidelity using the contact information listed below.

You may elect to receive all future reports in paper free of charge. If you wish to continue receiving paper copies of your shareholder reports, you may contact your financial intermediary or, if you are a Fidelity customer, visit Fidelity’s website, or call Fidelity at the applicable toll-free number listed below. Your election to receive reports in paper will apply to all funds held with the fund complex/your financial intermediary.

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


Contents

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

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. © 2019 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 January 31, 2019

 % of fund's net assets 
Microsoft Corp. 3.5 
Apple, Inc. 3.3 
Amazon.com, Inc. 3.1 
Facebook, Inc. Class A 1.8 
Berkshire Hathaway, Inc. Class B 1.8 
 13.5 

Top Five Market Sectors as of January 31, 2019

 % of fund's net assets 
Information Technology 19.9 
Health Care 15.1 
Financials 13.4 
Communication Services 10.3 
Consumer Discretionary 10.1 

Asset Allocation (% of fund's net assets)

As of January 31, 2019 * 
   Stocks and Equity Futures 99.9% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.1% 


 * Foreign investments - 3.4%

Schedule of Investments January 31, 2019 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.8%   
 Shares Value 
COMMUNICATION SERVICES - 10.3%   
Diversified Telecommunication Services - 2.0%   
AT&T, Inc. 4,100,628 $123,264,878 
CenturyLink, Inc. 535,809 8,208,594 
Verizon Communications, Inc. 2,328,092 128,184,746 
  259,658,218 
Entertainment - 2.1%   
Activision Blizzard, Inc. 429,924 20,309,610 
Electronic Arts, Inc. (a) 170,228 15,701,831 
Netflix, Inc. (a) 245,702 83,415,829 
Take-Two Interactive Software, Inc. (a) 64,159 6,771,982 
The Walt Disney Co. 838,759 93,538,404 
Twenty-First Century Fox, Inc.:   
Class A 595,500 29,364,105 
Class B 274,473 13,465,645 
Viacom, Inc. Class B (non-vtg.) 199,137 5,858,611 
  268,426,017 
Interactive Media & Services - 4.9%   
Alphabet, Inc.:   
Class A (a) 168,449 189,655,045 
Class C (a) 173,345 193,517,158 
Facebook, Inc. Class A (a) 1,353,616 225,634,251 
TripAdvisor, Inc. (a)(b) 57,689 3,310,195 
Twitter, Inc. (a) 407,464 13,674,492 
  625,791,141 
Media - 1.3%   
CBS Corp. Class B 189,707 9,382,908 
Charter Communications, Inc. Class A (a) 99,314 32,877,900 
Comcast Corp. Class A 2,557,996 93,545,914 
Discovery Communications, Inc.:   
Class A (a)(b) 88,315 2,506,380 
Class C (non-vtg.) (a) 202,970 5,409,151 
DISH Network Corp. Class A (a) 129,160 3,961,337 
Interpublic Group of Companies, Inc. 216,555 4,926,626 
News Corp.:   
Class A 217,032 2,784,521 
Class B 69,745 901,803 
Omnicom Group, Inc. 126,268 9,833,752 
  166,130,292 
TOTAL COMMUNICATION SERVICES  1,320,005,668 
CONSUMER DISCRETIONARY - 10.1%   
Auto Components - 0.1%   
Aptiv PLC 148,447 11,746,611 
BorgWarner, Inc. 117,347 4,799,492 
The Goodyear Tire & Rubber Co. 131,284 2,781,908 
  19,328,011 
Automobiles - 0.4%   
Ford Motor Co. 2,201,342 19,371,810 
General Motors Co. 739,559 28,857,592 
Harley-Davidson, Inc. 91,745 3,381,721 
  51,611,123 
Distributors - 0.1%   
Genuine Parts Co. 82,688 8,253,916 
LKQ Corp. (a) 179,284 4,700,826 
  12,954,742 
Diversified Consumer Services - 0.0%   
H&R Block, Inc. 115,800 2,731,722 
Hotels, Restaurants & Leisure - 1.8%   
Carnival Corp. 225,600 12,990,048 
Chipotle Mexican Grill, Inc. (a) 13,777 7,296,437 
Darden Restaurants, Inc. 69,927 7,337,440 
Hilton Worldwide Holdings, Inc. 167,096 12,445,310 
Marriott International, Inc. Class A 159,528 18,270,742 
McDonald's Corp. 434,352 77,653,451 
MGM Mirage, Inc. 282,186 8,307,556 
Norwegian Cruise Line Holdings Ltd. (a) 123,941 6,374,286 
Royal Caribbean Cruises Ltd. 96,558 11,591,788 
Starbucks Corp. 698,989 47,629,110 
Wynn Resorts Ltd. 55,140 6,782,771 
Yum! Brands, Inc. 175,960 16,536,721 
  233,215,660 
Household Durables - 0.3%   
D.R. Horton, Inc. 192,923 7,417,889 
Garmin Ltd. 68,083 4,709,982 
Leggett & Platt, Inc. 73,481 3,009,782 
Lennar Corp. Class A 164,826 7,816,049 
Mohawk Industries, Inc. (a) 35,535 4,576,553 
Newell Brands, Inc. 241,967 5,132,120 
PulteGroup, Inc. 145,585 4,048,719 
Whirlpool Corp. 35,951 4,781,843 
  41,492,937 
Internet & Direct Marketing Retail - 3.7%   
Amazon.com, Inc. (a) 231,419 397,746,778 
eBay, Inc. 509,935 17,159,313 
Expedia, Inc. 66,750 7,959,938 
The Booking Holdings, Inc. (a) 26,104 47,843,672 
  470,709,701 
Leisure Products - 0.1%   
Hasbro, Inc. 65,575 5,938,472 
Mattel, Inc. (a)(b) 194,468 2,302,501 
  8,240,973 
Multiline Retail - 0.5%   
Dollar General Corp. 148,116 17,097,030 
Dollar Tree, Inc. (a) 134,079 12,982,870 
Kohl's Corp. 93,038 6,390,780 
Macy's, Inc. 173,235 4,556,081 
Nordstrom, Inc. (b) 64,107 2,975,206 
Target Corp. 294,016 21,463,168 
  65,465,135 
Specialty Retail - 2.3%   
Advance Auto Parts, Inc. 41,071 6,538,503 
AutoZone, Inc. (a) 14,207 12,038,159 
Best Buy Co., Inc. 131,909 7,814,289 
CarMax, Inc. (a)(b) 98,386 5,783,129 
Foot Locker, Inc. 64,736 3,618,095 
Gap, Inc. 120,350 3,061,704 
Home Depot, Inc. 636,408 116,799,960 
L Brands, Inc. 128,661 3,581,922 
Lowe's Companies, Inc. 452,408 43,503,553 
O'Reilly Automotive, Inc. (a) 45,133 15,555,540 
Ross Stores, Inc. 210,365 19,378,824 
Tiffany & Co., Inc. 61,125 5,423,621 
TJX Companies, Inc. 697,258 34,674,640 
Tractor Supply Co. 68,776 5,873,470 
Ulta Beauty, Inc. (a) 31,747 9,267,584 
  292,912,993 
Textiles, Apparel & Luxury Goods - 0.8%   
Capri Holdings Ltd. (a) 84,645 3,595,720 
Hanesbrands, Inc. (b) 203,247 3,046,673 
NIKE, Inc. Class B 717,281 58,730,968 
PVH Corp. 42,671 4,655,833 
Ralph Lauren Corp. 30,739 3,570,027 
Tapestry, Inc. 163,279 6,320,530 
Under Armour, Inc.:   
Class A (sub. vtg.) (a)(b) 105,707 2,192,363 
Class C (non-vtg.) (a)(b) 108,380 2,052,717 
VF Corp. 183,329 15,430,802 
  99,595,633 
TOTAL CONSUMER DISCRETIONARY  1,298,258,630 
CONSUMER STAPLES - 7.2%   
Beverages - 1.8%   
Brown-Forman Corp. Class B (non-vtg.) 93,694 4,427,042 
Constellation Brands, Inc. Class A (sub. vtg.) 93,607 16,255,792 
Molson Coors Brewing Co. Class B 105,531 7,029,420 
Monster Beverage Corp. (a) 224,319 12,840,020 
PepsiCo, Inc. 795,317 89,608,366 
The Coca-Cola Co. 2,158,415 103,884,514 
  234,045,154 
Food & Staples Retailing - 1.5%   
Costco Wholesale Corp. 246,899 52,991,932 
Kroger Co. 449,615 12,737,593 
Sysco Corp. 269,434 17,203,361 
Walgreens Boots Alliance, Inc. 452,952 32,730,312 
Walmart, Inc. 802,083 76,863,614 
  192,526,812 
Food Products - 1.2%   
Archer Daniels Midland Co. 315,882 14,183,102 
Campbell Soup Co. (b) 108,549 3,845,891 
Conagra Brands, Inc. 273,607 5,920,855 
General Mills, Inc. 335,933 14,928,863 
Hormel Foods Corp. (b) 153,615 6,500,987 
Kellogg Co. 142,731 8,422,556 
Lamb Weston Holdings, Inc. 82,517 5,965,979 
McCormick & Co., Inc. (non-vtg.) 68,607 8,482,569 
Mondelez International, Inc. 819,131 37,893,000 
The Hershey Co. 79,013 8,383,279 
The J.M. Smucker Co. 64,094 6,722,179 
The Kraft Heinz Co. 350,402 16,840,320 
Tyson Foods, Inc. Class A 166,268 10,295,315 
  148,384,895 
Household Products - 1.6%   
Church & Dwight Co., Inc. 138,735 8,963,668 
Clorox Co. 71,923 10,671,935 
Colgate-Palmolive Co. 488,672 31,607,305 
Kimberly-Clark Corp. 195,116 21,732,020 
Procter & Gamble Co. 1,403,729 135,417,737 
  208,392,665 
Personal Products - 0.2%   
Coty, Inc. Class A 253,906 1,970,311 
Estee Lauder Companies, Inc. Class A 123,897 16,902,029 
  18,872,340 
Tobacco - 0.9%   
Altria Group, Inc. 1,058,706 52,247,141 
Philip Morris International, Inc. 875,862 67,196,133 
  119,443,274 
TOTAL CONSUMER STAPLES  921,665,140 
ENERGY - 5.4%   
Energy Equipment & Services - 0.5%   
Baker Hughes, a GE Co. Class A 289,258 6,817,811 
Halliburton Co. 493,589 15,478,951 
Helmerich & Payne, Inc. 61,435 3,439,746 
National Oilwell Varco, Inc. 216,000 6,367,680 
Schlumberger Ltd. 780,236 34,494,234 
TechnipFMC PLC 239,725 5,504,086 
  72,102,508 
Oil, Gas & Consumable Fuels - 4.9%   
Anadarko Petroleum Corp. 284,126 13,447,684 
Apache Corp. 213,846 7,018,426 
Cabot Oil & Gas Corp. 242,939 6,061,328 
Chevron Corp. 1,076,583 123,430,241 
Cimarex Energy Co. 53,874 4,058,867 
Concho Resources, Inc. (a) 112,826 13,521,068 
ConocoPhillips Co. 648,642 43,906,577 
Devon Energy Corp. 263,797 7,030,190 
Diamondback Energy, Inc. 86,903 8,961,437 
EOG Resources, Inc. 326,734 32,412,013 
Exxon Mobil Corp. 2,385,445 174,805,410 
Hess Corp. 140,210 7,571,340 
HollyFrontier Corp. 89,817 5,060,290 
Kinder Morgan, Inc. 1,069,406 19,356,249 
Marathon Oil Corp. 468,364 7,395,468 
Marathon Petroleum Corp. 389,246 25,791,440 
Newfield Exploration Co. (a) 112,887 2,063,574 
Noble Energy, Inc. 270,332 6,039,217 
Occidental Petroleum Corp. 425,403 28,408,412 
ONEOK, Inc. 231,772 14,882,080 
Phillips 66 Co. 239,026 22,805,471 
Pioneer Natural Resources Co. 96,043 13,668,840 
The Williams Companies, Inc. 682,053 18,367,687 
Valero Energy Corp. 239,067 20,994,864 
  627,058,173 
TOTAL ENERGY  699,160,681 
FINANCIALS - 13.4%   
Banks - 5.8%   
Bank of America Corp. 5,142,521 146,407,573 
BB&T Corp. 434,189 21,188,423 
Citigroup, Inc. 1,375,968 88,694,897 
Citizens Financial Group, Inc. 263,635 8,942,499 
Comerica, Inc. 91,105 7,173,608 
Fifth Third Bancorp 369,392 9,907,093 
First Republic Bank 92,275 8,916,533 
Huntington Bancshares, Inc. 598,095 7,918,778 
JPMorgan Chase & Co. 1,873,629 193,920,602 
KeyCorp 582,883 9,600,083 
M&T Bank Corp. 79,082 13,012,152 
Peoples United Financial, Inc. 212,666 3,483,469 
PNC Financial Services Group, Inc. 259,980 31,891,747 
Regions Financial Corp. 582,511 8,836,692 
SunTrust Banks, Inc. 253,140 15,041,579 
SVB Financial Group (a) 30,003 7,002,100 
U.S. Bancorp 855,919 43,788,816 
Wells Fargo & Co. 2,386,973 116,746,849 
Zions Bancorporation 108,282 5,153,140 
  747,626,633 
Capital Markets - 2.8%   
Affiliated Managers Group, Inc. 29,677 3,114,601 
Ameriprise Financial, Inc. 78,517 9,940,252 
Bank of New York Mellon Corp. 512,536 26,815,884 
BlackRock, Inc. Class A 68,422 28,400,604 
Brighthouse Financial, Inc. (a) 66,823 2,495,171 
Cboe Global Markets, Inc. 63,218 5,896,343 
Charles Schwab Corp. 677,186 31,671,989 
CME Group, Inc. 201,580 36,744,002 
E*TRADE Financial Corp. 143,245 6,683,812 
Franklin Resources, Inc. 167,673 4,964,798 
Goldman Sachs Group, Inc. 194,910 38,594,129 
IntercontinentalExchange, Inc. 320,919 24,633,742 
Invesco Ltd. 231,758 4,222,631 
Moody's Corp. 93,919 14,887,101 
Morgan Stanley 736,579 31,157,292 
MSCI, Inc. 49,600 8,445,392 
Northern Trust Corp. 124,740 11,034,500 
Raymond James Financial, Inc. 72,658 5,848,969 
S&P Global, Inc. 141,364 27,092,411 
State Street Corp. 213,841 15,161,327 
T. Rowe Price Group, Inc. 135,592 12,672,428 
The NASDAQ OMX Group, Inc. 64,665 5,693,107 
  356,170,485 
Consumer Finance - 0.7%   
American Express Co. 394,678 40,533,431 
Capital One Financial Corp. 266,872 21,507,214 
Discover Financial Services 189,292 12,775,317 
Synchrony Financial 372,557 11,191,612 
  86,007,574 
Diversified Financial Services - 1.8%   
Berkshire Hathaway, Inc. Class B (a) 1,096,088 225,289,928 
Jefferies Financial Group, Inc. 158,365 3,295,576 
  228,585,504 
Insurance - 2.3%   
AFLAC, Inc. 428,926 20,459,770 
Allstate Corp. 194,068 17,052,755 
American International Group, Inc. 498,435 21,547,345 
Aon PLC 135,698 21,200,099 
Arthur J. Gallagher & Co. 103,475 7,730,617 
Assurant, Inc. 29,369 2,830,878 
Chubb Ltd. 259,630 34,543,772 
Cincinnati Financial Corp. 85,273 6,917,346 
Everest Re Group Ltd. 22,902 5,016,683 
Hartford Financial Services Group, Inc. 202,121 9,483,517 
Lincoln National Corp. 120,351 7,039,330 
Loews Corp. 155,781 7,461,910 
Marsh & McLennan Companies, Inc. 283,803 25,028,587 
MetLife, Inc. 556,012 25,393,068 
Principal Financial Group, Inc. 148,314 7,426,082 
Progressive Corp. 328,535 22,107,120 
Prudential Financial, Inc. 232,696 21,440,609 
The Travelers Companies, Inc. 149,242 18,735,841 
Torchmark Corp. 57,817 4,842,752 
Unum Group 123,249 4,284,135 
Willis Group Holdings PLC 73,211 11,918,019 
  302,460,235 
TOTAL FINANCIALS  1,720,850,431 
HEALTH CARE - 15.1%   
Biotechnology - 2.6%   
AbbVie, Inc. 847,517 68,047,140 
Alexion Pharmaceuticals, Inc. (a) 125,699 15,455,949 
Amgen, Inc. 359,027 67,177,542 
Biogen, Inc. (a) 113,521 37,891,039 
Celgene Corp. (a) 393,978 34,851,294 
Gilead Sciences, Inc. 728,862 51,027,629 
Incyte Corp. (a) 99,519 8,020,236 
Regeneron Pharmaceuticals, Inc. (a) 43,731 18,772,406 
Vertex Pharmaceuticals, Inc. (a) 143,989 27,488,940 
  328,732,175 
Health Care Equipment & Supplies - 3.4%   
Abbott Laboratories 989,567 72,218,600 
Abiomed, Inc. (a) 25,377 8,909,103 
Align Technology, Inc. (a) 41,009 10,209,191 
Baxter International, Inc. 278,835 20,212,749 
Becton, Dickinson & Co. 151,144 37,704,382 
Boston Scientific Corp. (a) 779,672 29,744,487 
Danaher Corp. 347,519 38,546,807 
Dentsply Sirona, Inc. 125,390 5,260,111 
Edwards Lifesciences Corp. (a) 117,784 20,072,749 
Hologic, Inc. (a) 151,788 6,739,387 
IDEXX Laboratories, Inc. (a) 48,587 10,338,342 
Intuitive Surgical, Inc. (a) 64,343 33,692,569 
Medtronic PLC 756,709 66,885,509 
ResMed, Inc. 80,288 7,641,009 
Stryker Corp. 174,987 31,072,442 
Teleflex, Inc. 25,908 7,085,838 
The Cooper Companies, Inc. 27,687 7,718,028 
Varian Medical Systems, Inc. (a) 51,337 6,778,024 
Zimmer Biomet Holdings, Inc. 114,926 12,591,293 
  433,420,620 
Health Care Providers & Services - 3.2%   
AmerisourceBergen Corp. 88,363 7,366,823 
Anthem, Inc. 145,726 44,154,978 
Cardinal Health, Inc. 167,868 8,388,364 
Centene Corp. (a) 115,703 15,107,341 
Cigna Corp. 214,541 42,867,437 
CVS Health Corp. 728,624 47,761,303 
DaVita HealthCare Partners, Inc. (a) 71,075 3,989,440 
HCA Holdings, Inc. 151,250 21,088,788 
Henry Schein, Inc. (a)(b) 85,888 6,673,498 
Humana, Inc. 77,295 23,883,382 
Laboratory Corp. of America Holdings (a) 56,850 7,922,048 
McKesson Corp. 110,080 14,117,760 
Quest Diagnostics, Inc. 76,667 6,696,862 
UnitedHealth Group, Inc. 542,037 146,458,397 
Universal Health Services, Inc. Class B 48,035 6,366,079 
Wellcare Health Plans, Inc. (a) 28,167 7,787,612 
  410,630,112 
Health Care Technology - 0.1%   
Cerner Corp. (a) 185,643 10,193,657 
Life Sciences Tools & Services - 1.0%   
Agilent Technologies, Inc. 179,604 13,658,884 
Illumina, Inc. (a) 82,824 23,173,327 
IQVIA Holdings, Inc. (a) 89,268 11,516,465 
Mettler-Toledo International, Inc. (a) 14,111 9,005,076 
PerkinElmer, Inc. 62,675 5,672,088 
Thermo Fisher Scientific, Inc. 226,823 55,723,606 
Waters Corp. (a) 42,677 9,867,776 
  128,617,222 
Pharmaceuticals - 4.8%   
Allergan PLC 178,634 25,719,723 
Bristol-Myers Squibb Co. 919,626 45,401,936 
Eli Lilly & Co. 531,198 63,669,392 
Johnson & Johnson 1,511,101 201,097,321 
Merck & Co., Inc. 1,465,125 109,049,254 
Mylan NV (a) 290,521 8,701,104 
Nektar Therapeutics (a) 97,521 4,129,039 
Perrigo Co. PLC 70,422 3,271,102 
Pfizer, Inc. 3,256,881 138,254,598 
Zoetis, Inc. Class A 270,700 23,323,512 
  622,616,981 
TOTAL HEALTH CARE  1,934,210,767 
INDUSTRIALS - 9.5%   
Aerospace & Defense - 2.6%   
Arconic, Inc. 242,322 4,560,500 
General Dynamics Corp. 156,848 26,847,672 
Harris Corp. 66,292 10,154,609 
Huntington Ingalls Industries, Inc. 24,201 4,996,296 
L3 Technologies, Inc. 44,341 8,729,856 
Lockheed Martin Corp. 139,421 40,388,869 
Northrop Grumman Corp. 97,822 26,954,852 
Raytheon Co. 160,339 26,417,454 
Textron, Inc. 136,891 7,286,708 
The Boeing Co. 297,565 114,747,015 
TransDigm Group, Inc. (a) 27,342 10,690,722 
United Technologies Corp. 457,267 53,989,515 
  335,764,068 
Air Freight & Logistics - 0.6%   
C.H. Robinson Worldwide, Inc. 77,474 6,722,419 
Expeditors International of Washington, Inc. 97,242 6,738,871 
FedEx Corp. 136,595 24,255,174 
United Parcel Service, Inc. Class B 391,702 41,285,391 
  79,001,855 
Airlines - 0.4%   
Alaska Air Group, Inc. 69,471 4,442,670 
American Airlines Group, Inc. 230,959 8,261,403 
Delta Air Lines, Inc. 351,530 17,376,128 
Southwest Airlines Co. 285,138 16,184,433 
United Continental Holdings, Inc. (a) 128,952 11,253,641 
  57,518,275 
Building Products - 0.3%   
A.O. Smith Corp. 81,072 3,880,106 
Allegion PLC 53,557 4,598,404 
Fortune Brands Home & Security, Inc. 79,672 3,609,142 
Johnson Controls International PLC 520,641 17,582,047 
Masco Corp. 172,126 5,578,604 
  35,248,303 
Commercial Services & Supplies - 0.4%   
Cintas Corp. 48,784 9,147,488 
Copart, Inc. (a) 116,028 5,874,498 
Republic Services, Inc. 122,524 9,398,816 
Rollins, Inc. 82,989 3,090,510 
Waste Management, Inc. 220,999 21,142,974 
  48,654,286 
Construction & Engineering - 0.1%   
Fluor Corp. 79,256 2,898,392 
Jacobs Engineering Group, Inc. 67,364 4,365,187 
Quanta Services, Inc. 82,278 2,907,705 
  10,171,284 
Electrical Equipment - 0.6%   
AMETEK, Inc. 130,781 9,533,935 
Eaton Corp. PLC 244,190 18,619,488 
Emerson Electric Co. 352,795 23,097,489 
Fortive Corp. 165,584 12,417,144 
Rockwell Automation, Inc. 67,997 11,526,851 
  75,194,907 
Industrial Conglomerates - 1.5%   
3M Co. 328,077 65,713,823 
General Electric Co. 4,900,760 49,791,722 
Honeywell International, Inc. 417,099 59,907,929 
Roper Technologies, Inc. 58,276 16,507,260 
  191,920,734 
Machinery - 1.5%   
Caterpillar, Inc. 332,483 44,273,436 
Cummins, Inc. 83,227 12,243,524 
Deere & Co. 181,240 29,723,360 
Dover Corp. 82,448 7,241,408 
Flowserve Corp. 73,728 3,246,981 
Illinois Tool Works, Inc. 171,990 23,615,947 
Ingersoll-Rand PLC 138,409 13,846,436 
PACCAR, Inc. 196,881 12,899,643 
Parker Hannifin Corp. 74,569 12,289,717 
Pentair PLC 89,987 3,706,565 
Snap-On, Inc. 31,373 5,207,604 
Stanley Black & Decker, Inc. 85,111 10,761,435 
Xylem, Inc. 101,257 7,215,574 
  186,271,630 
Professional Services - 0.3%   
Equifax, Inc. 67,935 7,270,404 
IHS Markit Ltd. (a) 202,096 10,492,824 
Nielsen Holdings PLC 200,007 5,136,180 
Robert Half International, Inc. 68,442 4,409,718 
Verisk Analytics, Inc. (a) 92,751 10,889,895 
  38,199,021 
Road & Rail - 1.0%   
CSX Corp. 451,981 29,695,152 
J.B. Hunt Transport Services, Inc. 49,210 5,267,438 
Kansas City Southern 57,299 6,059,369 
Norfolk Southern Corp. 153,448 25,739,368 
Union Pacific Corp. 415,128 66,034,411 
  132,795,738 
Trading Companies & Distributors - 0.2%   
Fastenal Co. 161,736 9,778,559 
United Rentals, Inc. (a) 45,696 5,723,881 
W.W. Grainger, Inc. 25,703 7,592,409 
  23,094,849 
TOTAL INDUSTRIALS  1,213,834,950 
INFORMATION TECHNOLOGY - 19.9%   
Communications Equipment - 1.1%   
Arista Networks, Inc. (a) 29,323 6,297,994 
Cisco Systems, Inc. 2,533,150 119,792,664 
F5 Networks, Inc. (a) 34,159 5,497,891 
Juniper Networks, Inc. 194,469 5,044,526 
Motorola Solutions, Inc. 92,136 10,771,620 
  147,404,695 
Electronic Equipment & Components - 0.5%   
Amphenol Corp. Class A 169,776 14,926,706 
Corning, Inc. 450,967 14,999,162 
FLIR Systems, Inc. 77,949 3,810,147 
IPG Photonics Corp. (a)(b) 20,158 2,681,014 
Keysight Technologies, Inc. (a) 105,602 7,816,660 
TE Connectivity Ltd. 193,275 15,645,611 
  59,879,300 
IT Services - 4.8%   
Accenture PLC Class A 359,157 55,148,557 
Akamai Technologies, Inc. (a) 91,763 5,973,771 
Alliance Data Systems Corp. 26,395 4,687,488 
Automatic Data Processing, Inc. 246,630 34,488,739 
Broadridge Financial Solutions, Inc. 65,781 6,632,698 
Cognizant Technology Solutions Corp. Class A 326,241 22,732,473 
DXC Technology Co. 157,824 10,119,675 
Fidelity National Information Services, Inc. 184,516 19,287,457 
Fiserv, Inc. (a) 224,510 18,618,614 
FleetCor Technologies, Inc. (a) 49,963 10,083,033 
Gartner, Inc. (a) 51,212 6,959,199 
Global Payments, Inc. 89,142 10,008,864 
IBM Corp. 512,040 68,828,417 
Jack Henry & Associates, Inc. 43,552 5,816,370 
MasterCard, Inc. Class A 511,947 108,087,370 
Paychex, Inc. 180,062 12,748,390 
PayPal Holdings, Inc. (a) 663,920 58,929,539 
The Western Union Co. 249,490 4,553,193 
Total System Services, Inc. 94,569 8,474,328 
VeriSign, Inc. (a) 59,938 10,145,705 
Visa, Inc. Class A 990,079 133,670,566 
  615,994,446 
Semiconductors & Semiconductor Equipment - 3.7%   
Advanced Micro Devices, Inc. (a)(b) 495,523 12,095,716 
Analog Devices, Inc. 208,558 20,618,044 
Applied Materials, Inc. 553,845 21,644,263 
Broadcom, Inc. 232,948 62,488,301 
Intel Corp. 2,571,485 121,168,373 
KLA-Tencor Corp. 86,247 9,191,343 
Lam Research Corp. 87,434 14,827,058 
Maxim Integrated Products, Inc. 156,105 8,471,818 
Microchip Technology, Inc. (b) 133,256 10,709,785 
Micron Technology, Inc. (a) 631,094 24,120,413 
NVIDIA Corp. 343,691 49,405,581 
Qorvo, Inc. (a) 70,375 4,599,710 
Qualcomm, Inc. 682,966 33,820,476 
Skyworks Solutions, Inc. 100,026 7,305,899 
Texas Instruments, Inc. 541,197 54,487,714 
Xilinx, Inc. 142,571 15,959,398 
  470,913,892 
Software - 6.0%   
Adobe, Inc. (a) 275,028 68,157,439 
ANSYS, Inc. (a) 47,080 7,737,598 
Autodesk, Inc. (a) 123,396 18,163,891 
Cadence Design Systems, Inc. (a) 158,967 7,635,185 
Citrix Systems, Inc. 72,132 7,396,415 
Fortinet, Inc. (a) 81,592 6,247,499 
Intuit, Inc. 146,229 31,559,143 
Microsoft Corp. 4,354,686 454,759,846 
Oracle Corp. 1,435,689 72,114,658 
Red Hat, Inc. (a) 99,592 17,711,441 
Salesforce.com, Inc. (a) 431,022 65,502,413 
Symantec Corp. 359,967 7,566,506 
Synopsys, Inc. (a) 84,100 7,850,735 
  772,402,769 
Technology Hardware, Storage & Peripherals - 3.8%   
Apple, Inc. 2,540,005 422,758,432 
Hewlett Packard Enterprise Co. 801,758 12,499,407 
HP, Inc. 891,573 19,641,353 
NetApp, Inc. 141,920 9,050,238 
Seagate Technology LLC 146,741 6,497,691 
Western Digital Corp. 163,070 7,336,519 
Xerox Corp. 116,802 3,294,984 
  481,078,624 
TOTAL INFORMATION TECHNOLOGY  2,547,673,726 
MATERIALS - 2.7%   
Chemicals - 2.0%   
Air Products & Chemicals, Inc. 123,692 20,333,728 
Albemarle Corp. U.S. (b) 59,839 4,830,802 
Celanese Corp. Class A 75,363 7,216,761 
CF Industries Holdings, Inc. 130,034 5,675,984 
DowDuPont, Inc. 1,292,641 69,557,012 
Eastman Chemical Co. 78,904 6,361,240 
Ecolab, Inc. 143,228 22,654,373 
FMC Corp. 75,870 6,054,426 
International Flavors & Fragrances, Inc. 57,068 8,091,101 
Linde PLC 310,480 50,611,345 
LyondellBasell Industries NV Class A 177,254 15,415,780 
PPG Industries, Inc. 135,158 14,251,060 
Sherwin-Williams Co. 46,421 19,567,380 
The Mosaic Co. 199,810 6,449,867 
  257,070,859 
Construction Materials - 0.1%   
Martin Marietta Materials, Inc. 35,334 6,242,811 
Vulcan Materials Co. 74,400 7,562,760 
  13,805,571 
Containers & Packaging - 0.3%   
Avery Dennison Corp. 48,855 5,102,905 
Ball Corp. 191,110 9,991,231 
International Paper Co. 228,204 10,823,716 
Packaging Corp. of America 53,242 5,021,785 
Sealed Air Corp. 88,416 3,492,432 
WestRock Co. 142,858 5,815,749 
  40,247,818 
Metals & Mining - 0.3%   
Freeport-McMoRan, Inc. 816,426 9,503,199 
Newmont Mining Corp. 300,115 10,236,923 
Nucor Corp. 176,879 10,832,070 
  30,572,192 
TOTAL MATERIALS  341,696,440 
REAL ESTATE - 3.0%   
Equity Real Estate Investment Trusts (REITs) - 3.0%   
Alexandria Real Estate Equities, Inc. 60,584 7,979,519 
American Tower Corp. 248,183 42,895,950 
Apartment Investment & Management Co. Class A 87,694 4,342,607 
AvalonBay Communities, Inc. 77,879 15,024,417 
Boston Properties, Inc. 87,016 11,474,800 
Crown Castle International Corp. 233,738 27,361,370 
Digital Realty Trust, Inc. 116,225 12,591,817 
Duke Realty Corp. 201,887 5,903,176 
Equinix, Inc. 45,294 17,845,836 
Equity Residential (SBI) 207,590 15,062,730 
Essex Property Trust, Inc. 37,223 10,094,878 
Extra Space Storage, Inc. 71,282 7,029,118 
Federal Realty Investment Trust (SBI) 41,616 5,517,033 
HCP, Inc. 269,028 8,485,143 
Host Hotels & Resorts, Inc. 418,098 7,550,850 
Iron Mountain, Inc. (b) 161,264 5,999,021 
Kimco Realty Corp. 237,423 4,038,565 
Mid-America Apartment Communities, Inc. 64,139 6,495,998 
Prologis, Inc. 354,695 24,530,706 
Public Storage 84,488 17,955,390 
Realty Income Corp. 166,277 11,421,567 
Regency Centers Corp. 95,469 6,205,485 
SBA Communications Corp. Class A (a) 63,848 11,654,175 
Simon Property Group, Inc. 174,266 31,737,324 
SL Green Realty Corp. 48,044 4,440,707 
The Macerich Co. 59,604 2,751,321 
UDR, Inc. 155,249 6,792,144 
Ventas, Inc. 200,844 12,952,430 
Vornado Realty Trust 97,563 6,820,629 
Welltower, Inc. 211,648 16,400,604 
Weyerhaeuser Co. 422,120 11,076,429 
  380,431,739 
Real Estate Management & Development - 0.0%   
CBRE Group, Inc. (a) 178,617 8,171,728 
TOTAL REAL ESTATE  388,603,467 
UTILITIES - 3.2%   
Electric Utilities - 2.0%   
Alliant Energy Corp. 132,933 5,911,531 
American Electric Power Co., Inc. 277,831 21,981,989 
Duke Energy Corp. 401,655 35,257,276 
Edison International 183,571 10,458,040 
Entergy Corp. 102,060 9,102,731 
Evergy, Inc. 148,438 8,508,466 
Eversource Energy 178,542 12,392,600 
Exelon Corp. 544,840 26,021,558 
FirstEnergy Corp. 273,754 10,731,157 
NextEra Energy, Inc. 269,288 48,197,166 
Pinnacle West Capital Corp. 63,149 5,564,690 
PPL Corp. 405,781 12,709,061 
Southern Co. 579,705 28,173,663 
Xcel Energy, Inc. 289,615 15,164,241 
  250,174,169 
Independent Power and Renewable Electricity Producers - 0.1%   
NRG Energy, Inc. 163,355 6,682,853 
The AES Corp. 373,156 6,116,027 
  12,798,880 
Multi-Utilities - 1.0%   
Ameren Corp. 137,643 9,544,166 
CenterPoint Energy, Inc. 282,385 8,731,344 
CMS Energy Corp. 159,637 8,323,473 
Consolidated Edison, Inc. 175,494 13,627,109 
Dominion Resources, Inc. 430,566 30,242,956 
DTE Energy Co. 102,502 12,069,611 
NiSource, Inc. 204,687 5,583,861 
Public Service Enterprise Group, Inc. 284,785 15,535,022 
Sempra Energy 154,188 18,036,912 
WEC Energy Group, Inc. 177,776 12,982,981 
  134,677,435 
Water Utilities - 0.1%   
American Water Works Co., Inc. 101,754 9,734,805 
TOTAL UTILITIES  407,385,289 
TOTAL COMMON STOCKS   
(Cost $10,984,912,441)  12,793,345,189 
Money Market Funds - 0.7%   
Fidelity Cash Central Fund, 2.43% (c) 17,748,110 17,751,660 
Fidelity Securities Lending Cash Central Fund 2.43% (c)(d) 69,519,386 69,526,338 
TOTAL MONEY MARKET FUNDS   
(Cost $87,277,998)  87,277,998 
TOTAL INVESTMENT IN SECURITIES - 100.5%   
(Cost $11,072,190,439)  12,880,623,187 
NET OTHER ASSETS (LIABILITIES) - (0.5)%  (68,652,147) 
NET ASSETS - 100%  $12,811,971,040 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Equity Index Contracts      
CME E-mini S&P 500 Index Contracts (United States) 140 March 2019 $18,931,500 $1,666,020 $1,666,020 

The notional amount of futures purchased as a percentage of Net Assets is 0.1%

Legend

 (a) Non-income producing

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

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

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

Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $384,761 
Fidelity Securities Lending Cash Central Fund 122,667 
Total $507,428 

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

Investment Valuation

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

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Communication Services $1,320,005,668 $1,320,005,668 $-- $-- 
Consumer Discretionary 1,298,258,630 1,298,258,630 -- -- 
Consumer Staples 921,665,140 921,665,140 -- -- 
Energy 699,160,681 699,160,681 -- -- 
Financials 1,720,850,431 1,720,850,431 -- -- 
Health Care 1,934,210,767 1,934,210,767 -- -- 
Industrials 1,213,834,950 1,213,834,950 -- -- 
Information Technology 2,547,673,726 2,547,673,726 -- -- 
Materials 341,696,440 341,696,440 -- -- 
Real Estate 388,603,467 388,603,467 -- -- 
Utilities 407,385,289 407,385,289 -- -- 
Money Market Funds 87,277,998 87,277,998 -- -- 
Total Investments in Securities: $12,880,623,187 $12,880,623,187 $-- $-- 
Derivative Instruments:     
Assets     
Futures Contracts $1,666,020 $1,666,020 $-- $-- 
Total Assets $1,666,020 $1,666,020 $-- $-- 
Total Derivative Instruments: $1,666,020 $1,666,020 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of January 31, 2019. 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) $1,666,020 $0 
Total Equity Risk 1,666,020 
Total Value of Derivatives $1,666,020 $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 on futures contracts, 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

  January 31, 2019 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $68,847,699) — See accompanying schedule:
Unaffiliated issuers (cost $10,984,912,441) 
$12,793,345,189  
Fidelity Central Funds (cost $87,277,998) 87,277,998  
Total Investment in Securities (cost $11,072,190,439)  $12,880,623,187 
Segregated cash with brokers for derivative instruments  1,416,000 
Receivable for fund shares sold  7,819,457 
Dividends receivable  14,168,058 
Distributions receivable from Fidelity Central Funds  33,207 
Receivable for daily variation margin on futures contracts  254,473 
Receivable from investment adviser for expense reductions  815,973 
Other receivables  210 
Total assets  12,905,130,565 
Liabilities   
Payable for fund shares redeemed $22,660,587  
Accrued management fee 162,621  
Other affiliated payables 813,083  
Collateral on securities loaned 69,523,234  
Total liabilities  93,159,525 
Net Assets  $12,811,971,040 
Net Assets consist of:   
Paid in capital  $11,179,284,834 
Total distributable earnings (loss)  1,632,686,206 
Net Assets, for 886,676,692 shares outstanding  $12,811,971,040 
Net Asset Value, offering price and redemption price per share ($12,811,971,040 ÷ 886,676,692 shares)  $14.45 

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


Statement of Operations

  Six months ended January 31, 2019 (Unaudited) 
Investment Income   
Dividends  $131,503,122 
Interest  15,353 
Income from Fidelity Central Funds  507,428 
Total income  132,025,903 
Expenses   
Management fee $980,819  
Transfer agent fees 4,904,095  
Independent trustees' fees and expenses 32,343  
Interest 89,000  
Commitment fees 17,521  
Total expenses before reductions 6,023,778  
Expense reductions (4,903,621)  
Total expenses after reductions  1,120,157 
Net investment income (loss)  130,905,746 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers (2,222,674)  
Fidelity Central Funds (3,077)  
Futures contracts (2,237,302)  
Total net realized gain (loss)  (4,463,053) 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers (460,424,499)  
Fidelity Central Funds 418  
Futures contracts 988,674  
Total change in net unrealized appreciation (depreciation)  (459,435,407) 
Net gain (loss)  (463,898,460) 
Net increase (decrease) in net assets resulting from operations  $(332,992,714) 

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


Statement of Changes in Net Assets

 Six months ended January 31, 2019 (Unaudited) Year ended July 31, 2018 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $130,905,746 $215,616,535 
Net realized gain (loss) (4,463,053) (127,279,636) 
Change in net unrealized appreciation (depreciation) (459,435,407) 1,519,169,151 
Net increase (decrease) in net assets resulting from operations (332,992,714) 1,607,506,050 
Distributions to shareholders (252,730,587) – 
Distributions to shareholders from net investment income – (136,549,550) 
Distributions to shareholders from net realized gain – (23,422,833) 
Total distributions (252,730,587) (159,972,383) 
Share transactions   
Proceeds from sales of shares 3,202,069,618 9,669,819,809 
Reinvestment of distributions 50,761,849 48,068,781 
Cost of shares redeemed (3,547,633,884) (5,627,955,396) 
Net increase (decrease) in net assets resulting from share transactions (294,802,417) 4,089,933,194 
Total increase (decrease) in net assets (880,525,718) 5,537,466,861 
Net Assets   
Beginning of period 13,692,496,758 8,155,029,897 
End of period $12,811,971,040 $13,692,496,758 
Other Information   
Undistributed net investment income end of period  $128,914,646 
Shares   
Sold 225,455,700 681,582,077 
Issued in reinvestment of distributions 3,587,315 3,460,525 
Redeemed (242,864,098) (397,909,303) 
Net increase (decrease) (13,821,083) 287,133,299 

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


Financial Highlights

Fidelity SAI U.S. Large Cap Index Fund

 Six months ended (Unaudited) January 31, Years endedJuly 31,   
 2019 2018 2017 2016 A 
Selected Per–Share Data     
Net asset value, beginning of period $15.21 $13.30 $11.55 $10.00 
Income from Investment Operations     
Net investment income (loss)B .15 .27 .25 .07 
Net realized and unrealized gain (loss) (.62) 1.86 1.59 1.48 
Total from investment operations (.47) 2.13 1.84 1.55 
Distributions from net investment income (.28) (.19) (.09) – 
Distributions from net realized gain (.01) (.03) C – 
Total distributions (.29) (.22) (.09) – 
Net asset value, end of period $14.45 $15.21 $13.30 $11.55 
Total ReturnD,E (3.03)% 16.22% 16.03% 15.50% 
Ratios to Average Net AssetsF,G     
Expenses before reductions .09%H .09% .09% .22%H 
Expenses net of fee waivers, if any .02%H .02% .02% .02%H 
Expenses net of all reductions .02%H .02% .02% .02%H 
Net investment income (loss) 2.00%H 1.87% 2.05% 1.33%H 
Supplemental Data     
Net assets, end of period (000 omitted) $12,811,971 $13,692,497 $8,155,030 $2,439,831 
Portfolio turnover rateI 37%H 26% 17% 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 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 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.

 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 (Unaudited)

For the period ended January 31, 2019

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 are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

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

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

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

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

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

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 January 31, 2019 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. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable.

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. 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, market discount, certain deemed distributions and losses deferred due to wash sales.

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

Gross unrealized appreciation $2,297,471,436 
Gross unrealized depreciation (596,020,843) 
Net unrealized appreciation (depreciation) $1,701,450,593 
Tax cost $11,180,838,614 

New Rule Issuance. During August 2018, the U.S. Securities and Exchange Commission issued Final Rule Release No. 33-10532, Disclosure Update and Simplification. This Final Rule includes amendments specific to registered investment companies that are intended to eliminate overlap in disclosure requirements between Regulation S-X and GAAP. In accordance with these amendments, certain line-items in the Fund's financial statements have been combined or removed for the current period as outlined in the table below.

Financial Statement Current Line-Item Presentation (As Applicable) Prior Line-Item Presentation (As Applicable) 
Statement of Assets and Liabilities Total distributable earnings (loss) Undistributed/Distributions in excess of/Accumulated net investment income (loss)
Accumulated/Undistributed net realized gain (loss)
Net unrealized appreciation (depreciation) 
Statement of Changes in Net Assets N/A - removed Undistributed/Distributions in excess of/Accumulated net investment income (loss) end of period 
Statement of Changes in Net Assets Distributions to shareholders Distributions to shareholders from net investment income
Distributions to shareholders from net realized gain 

4. Derivative Instruments.

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

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

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

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

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

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

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

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

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,446,806,470 and $2,835,114,651, 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 that is based on an annual rate of .015% of the Fund's average net assets. Under the expense contract, total expenses of the Fund are limited to an annual rate of .09% of the Fund's average net assets, with certain exceptions.

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.

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 $32,322,684 2.61% $89,000 

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 $17,521 and is reflected in Commitment fees on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. 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 $122,667.

9. Expense Reductions.

The investment adviser contractually agreed to reimburse the Fund to the extent annual operating expenses exceeded .02% of average net assets. This reimbursement will remain in place through November 30, 2019. Some expenses, for example the compensation of the independent Trustees, and certain miscellaneous expenses such as proxy and shareholder meeting expenses, are excluded from this reimbursement. During the period this reimbursement reduced the Fund's expenses by $4,902,539.

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 $1,082.

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.

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 (August 1, 2018 to January 31, 2019).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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
August 1, 2018 
Ending
Account Value
January 31, 2019 
Expenses Paid
During Period-B
August 1, 2018
to January 31, 2019 
Actual .02% $1,000.00 $969.70 $.10 
Hypothetical-C  $1,000.00 $1,025.10 $.10 

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

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

 C 5% return per year before expenses

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity SAI U.S. Large Cap Index Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of 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). FMR and the sub-advisers are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established four standing committees (Committees) — Operations, Audit, Fair Valuation, and Governance and Nominating — each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and considers, among other matters, information specifically related to the annual consideration of the renewal of the fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to review matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through joint ad hoc committees to discuss certain matters relevant to all of the Fidelity funds.

At its September 2018 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

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 Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups and with representatives of Geode. The Board considered the structure of the investment personnel compensation programs and whether the structures provide appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services.  The Board reviewed the general qualifications and capabilities of Fidelity's and Geode's investment staffs, including their size, education, experience, and resources, as well as Fidelity's and Geode's approach to recruiting, 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, compliance, and technology and operations capabilities and resources, which are integral parts of the investment management process.

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

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

Investment in a Large Fund Family.  The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including: (i) continuing to dedicate additional resources to Fidelity's investment research process, which includes meetings with management of issuers of securities in which the funds invest, and to the support of the senior management team that oversees asset management; (ii) continuing efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs; (iv) launching new share classes of existing funds; (v) eliminating purchase minimums and broadening eligibility requirements for certain funds and share classes; (vi) reducing management fees and total expenses for certain growth equity funds and index funds; (vii) lowering expense caps for certain existing funds and classes, and converting certain voluntary expense caps to contractual caps, to reduce expenses borne by shareholders; (viii) eliminating short-term redemption fees for funds that had such fees; (ix) rationalizing product lines and gaining increased efficiencies from fund mergers and share class consolidations; (x) continuing to develop, acquire and implement systems and technology to improve services to the funds and shareholders, strengthen information security, and increase efficiency; and (xi) continuing to implement enhancements to further strengthen Fidelity's product line to increase investors' probability of success in achieving their investment goals, including retirement income goals.

Investment Performance.  The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions that occur at Board meetings throughout the year with representatives of the Investment Advisers about fund investment performance. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board considers annualized return information for the fund for different time periods, measured against the securities market index the fund seeks to track. The Board also periodically considers the fund's tracking error versus its benchmark index. In its evaluation of fund investment performance at meetings throughout the year, the Board gave particular attention to information indicating underperformance of certain Fidelity funds for specific time periods and discussed with the Investment Advisers the reasons for such underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that an index fund's performance should be evaluated based on gross performance (before fees and expenses but after transaction costs) compared to a fund's benchmark index, over appropriate time periods, taking into account relevant factors including the following: general market conditions; the characteristics of the fund's benchmark index; the extent to which statistical sampling is employed; any securities lending revenues; and fund cash flows and other factors. Depending on the circumstances, the Independent Trustees may be satisfied with a fund's performance notwithstanding that it lags its benchmark index for certain periods.

The Independent Trustees recognize that shareholders evaluate performance on a net basis (after fees and expenses) over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net calendar year total return information for the fund and its benchmark index for the most recent one-year period.

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

Competitiveness of Management Fee and Total Expense Ratio.  The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison.

Management Fee.  The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in basis points (BP) in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and was considered by the Board.

Fidelity SAI U.S. Large Cap Index Fund

The Board considered that effective July 1, 2016, the fund's management fee rate was reduced from 0.02% to 0.015%. The Board considered that the chart below reflects the fund's lower management fee rate for 2016, as if the lower fee rate were in effect for the entire period.


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2017.

The Board noted that it and the boards of other Fidelity funds formed an ad hoc Committee on Group Fee, which meets periodically, to conduct an in-depth review of the "group fee" component of the management fee of funds with such management fee structures. The Committee's focus included the mechanics of the group fee, the competitive landscape of group fee structures, Fidelity funds with no group fee component (such as the fund) and investment products not included in group fee assets. The Board also considered that, for funds subject to the group fee, FMR agreed to voluntarily waive fees over a specified period of time in amounts designed to account for assets converted from certain funds to certain collective investment trusts.

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

Total Expense Ratio.  In its review of the fund's total expense ratio, the Board considered the fund's management fee rate as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted that Fidelity may agree to waive fees and expenses from time to time, and the extent to which, if any, it has done so for the fund. As part of its review, the Board also considered the current and historical total expense ratios of the fund compared to competitive fund median expenses. The fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the fund's total expense ratio ranked below the competitive median for 2017.

The Board considered that current contractual arrangements for the fund oblige FMR to pay all "class-level" expenses of the fund to the extent necessary to limit total operating expenses, with certain exceptions, to 0.09%. These contractual arrangements may not be amended to increase the fees or expenses payable except by a vote of a majority of the Board. The Board further considered that FMR has contractually agreed to reimburse the fund to the extent that total operating expenses (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, fees and expenses of the Independent Trustees, proxy and shareholder meeting expenses, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of its average net assets, exceed 0.015% through September 30, 2018.

Fees Charged to Other Fidelity Clients.  The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients with similar mandates. The Board noted that a joint ad hoc committee created by it and the boards of other Fidelity funds periodically reviews and compares Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds and also noted the most recent findings of the committee. The Board noted that the committee's review included a consideration of the differences in services provided, fees charged, and costs incurred, as well as competition in the markets serving the different categories of clients.

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

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

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

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

The Board also reviewed Fidelity's non-fund businesses and potential indirect benefits such businesses may have received as a result of their association with Fidelity's mutual fund business (i.e., fall-out benefits) as well as cases where Fidelity's affiliates may benefit from the fund's business. The Board noted that changes to fall-out benefits year-over-year reflect business developments at Fidelity's various businesses.

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

Economies of Scale.  The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale as assets grow through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board recognized that, due to the fund's current contractual arrangements, its expense ratio will not decline if the fund's operating costs decrease as assets grow, or rise as assets decrease. The Board also noted that a committee (the Economies of Scale Committee) created by it and the boards of other Fidelity funds periodically analyzes whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

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

Additional Information Requested by the Board.  In order to develop fully the factual basis for consideration of the Fidelity funds' advisory contracts, the Board requested and received additional information on certain topics, including: (i) Fidelity's fund profitability methodology, profitability trends for certain funds, the allocation of various costs to different funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the arrangements with and compensation paid to certain fund sub-advisers on behalf of the Fidelity funds and the treatment of such compensation within Fidelity's fund profitability methodology; (v) the terms of Fidelity's voluntary expense limitation agreements; (vi) the methodology with respect to competitive fund data and peer group classifications; (vii) Fidelity's transfer agent fee, expense, and service structures for different funds and classes relative to competitive trends, and the impact of the increased use of omnibus accounts; (viii) new developments in the retail and institutional marketplaces and the competitive positioning of the funds relative to other investment products and services; (ix) the impact of recent changes to the money market fund landscape, including the full implementation of money market fund reform and rising interest rates, on Fidelity's money market funds; (x) the funds' share class structures and distribution channels; and (xi) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends and methodologies for total expense competitive comparisons, and actions that might be taken by Fidelity to reduce total expense ratios for certain classes. In addition, the Board considered its discussions with Fidelity throughout the year regarding enhanced information security initiatives and the funds' fair valuation policies.

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





Fidelity Investments

SV9-SANN-0319
1.9870994.102


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® funds dedicated to certain programs affiliated with Strategic Advisers LLC.



Semi-Annual Report

January 31, 2019




Fidelity Investments


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

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from a fund electronically, by contacting your financial intermediary. For Fidelity customers, visit Fidelity's web site or call Fidelity using the contact information listed below.

You may elect to receive all future reports in paper free of charge. If you wish to continue receiving paper copies of your shareholder reports, you may contact your financial intermediary or, if you are a Fidelity customer, visit Fidelity’s website, or call Fidelity at the applicable toll-free number listed below. Your election to receive reports in paper will apply to all funds held with the fund complex/your financial intermediary.

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


Contents

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

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. © 2019 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 January 31, 2019

 % of fund's net assets 
Simon Property Group, Inc. 8.4 
Prologis, Inc. 6.5 
Public Storage 4.7 
Welltower, Inc. 4.3 
Equity Residential (SBI) 4.0 
AvalonBay Communities, Inc. 4.0 
Ventas, Inc. 3.4 
Digital Realty Trust, Inc. 3.3 
Boston Properties, Inc. 3.0 
Essex Property Trust, Inc. 2.7 
 44.3 

Top Five REIT Sectors as of January 31, 2019

 % of fund's net assets 
REITs - Apartments 19.7 
REITs - Office Property 13.5 
REITs - Health Care 11.5 
REITs - Regional Malls 10.0 
REITs - Diversified 10.0 

Asset Allocation (% of fund's net assets)

As of January 31, 2019 
   Stocks and Equity Futures 99.9% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.1% 


Schedule of Investments January 31, 2019 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.8%   
 Shares Value 
Equity Real Estate Investment Trusts (REITs) - 99.8%   
REITs - Apartments - 19.7%   
American Campus Communities, Inc. 20,137 $926,705 
American Homes 4 Rent Class A 37,829 836,399 
Apartment Investment & Management Co. Class A 22,870 1,132,522 
AvalonBay Communities, Inc. 20,312 3,918,591 
Camden Property Trust (SBI) 13,686 1,326,858 
Equity Residential (SBI) 54,142 3,928,544 
Essex Property Trust, Inc. 9,708 2,632,810 
Front Yard Residential Corp. Class B 7,166 77,536 
Independence Realty Trust, Inc. 13,057 136,446 
Invitation Homes, Inc. 43,601 980,586 
Mid-America Apartment Communities, Inc. 16,728 1,694,212 
UDR, Inc. 40,491 1,771,481 
  19,362,690 
REITs - Diversified - 10.0%   
Apple Hospitality (REIT), Inc. 31,611 518,737 
CorePoint Lodging, Inc. 5,869 71,837 
Cousins Properties, Inc. 61,788 546,824 
Digital Realty Trust, Inc. 30,313 3,284,110 
Duke Realty Corp. 52,652 1,539,544 
Liberty Property Trust (SBI) 21,721 1,023,928 
NorthStar Realty Europe Corp. 7,315 122,819 
PS Business Parks, Inc. 2,935 426,133 
TIER REIT, Inc. 7,912 185,932 
Vornado Realty Trust 25,445 1,778,860 
Washington REIT (SBI) 11,725 297,229 
  9,795,953 
REITs - Health Care - 11.5%   
HCP, Inc. 70,167 2,213,067 
Healthcare Realty Trust, Inc. 18,406 594,330 
LTC Properties, Inc. 5,823 276,243 
Senior Housing Properties Trust (SBI) 34,946 481,206 
Universal Health Realty Income Trust (SBI) 1,857 129,470 
Ventas, Inc. 52,384 3,378,244 
Welltower, Inc. 55,202 4,277,603 
  11,350,163 
REITs - Hotels - 7.2%   
Ashford Hospitality Trust, Inc. 12,759 63,157 
Braemar Hotels & Resorts, Inc. 4,488 49,907 
Chatham Lodging Trust 6,830 138,034 
Chesapeake Lodging Trust 8,868 252,561 
DiamondRock Hospitality Co. 30,531 310,195 
Hersha Hospitality Trust 5,326 98,691 
Hospitality Properties Trust (SBI) 24,166 644,266 
Host Hotels & Resorts, Inc. 109,043 1,969,317 
Park Hotels & Resorts, Inc. 29,566 889,050 
Pebblebrook Hotel Trust (a) 18,815 603,021 
RLJ Lodging Trust 25,754 477,737 
Ryman Hospitality Properties, Inc. 7,545 606,241 
Summit Hotel Properties, Inc. 15,383 171,828 
Sunstone Hotel Investors, Inc. 33,552 479,794 
Xenia Hotels & Resorts, Inc. 16,556 310,756 
  7,064,555 
REITs - Management/Investment - 0.7%   
American Assets Trust, Inc. 5,547 238,188 
Retail Properties America, Inc. 31,680 400,435 
  638,623 
REITs - Manufactured Homes - 2.8%   
Equity Lifestyle Properties, Inc. 13,188 1,396,345 
Sun Communities, Inc. 12,690 1,394,758 
  2,791,103 
REITs - Office Property - 13.5%   
Alexandria Real Estate Equities, Inc. 15,801 2,081,150 
Boston Properties, Inc. 22,695 2,992,790 
Brandywine Realty Trust (SBI) 26,260 395,213 
Columbia Property Trust, Inc. 17,347 382,848 
Corporate Office Properties Trust (SBI) 16,005 395,163 
Douglas Emmett, Inc. 23,722 897,403 
Easterly Government Properties, Inc. 8,931 160,401 
Equity Commonwealth 17,855 577,788 
Franklin Street Properties Corp. 15,746 116,835 
Highwoods Properties, Inc. (SBI) 15,208 674,019 
Hudson Pacific Properties, Inc. 23,027 747,687 
JBG SMITH Properties 15,993 618,129 
Kilroy Realty Corp. 14,804 1,043,090 
Mack-Cali Realty Corp. 13,263 273,218 
Paramount Group, Inc. 29,998 434,371 
Piedmont Office Realty Trust, Inc. Class A 18,877 365,459 
SL Green Realty Corp. 12,529 1,158,055 
  13,313,619 
REITs - Regional Malls - 10.0%   
CBL & Associates Properties, Inc. (a) 25,355 63,134 
Pennsylvania Real Estate Investment Trust (SBI) (a) 9,416 69,396 
Simon Property Group, Inc. 45,451 8,277,532 
Tanger Factory Outlet Centers, Inc. 13,811 314,200 
Taubman Centers, Inc. 8,977 447,055 
The Macerich Co. 15,545 717,557 
  9,888,874 
REITs - Shopping Centers - 7.5%   
Acadia Realty Trust (SBI) 11,994 344,588 
Brixmor Property Group, Inc. 44,055 754,662 
DDR Corp. 21,463 280,521 
Federal Realty Investment Trust (SBI) 10,854 1,438,915 
Kimco Realty Corp. 61,922 1,053,293 
Kite Realty Group Trust 12,293 204,433 
Ramco-Gershenson Properties Trust (SBI) 11,770 154,069 
Regency Centers Corp. 24,899 1,618,435 
Retail Opportunity Investments Corp. 16,738 294,087 
Saul Centers, Inc. 1,692 89,608 
Seritage Growth Properties (a) 4,085 164,258 
Urban Edge Properties 16,810 343,260 
Washington Prime Group, Inc. (a) 27,323 155,195 
Weingarten Realty Investors (SBI) 17,542 503,280 
  7,398,604 
REITs - Storage - 8.4%   
CubeSmart 27,378 847,349 
Extra Space Storage, Inc. 18,591 1,833,259 
Life Storage, Inc. 6,848 672,953 
National Storage Affiliates Trust 8,307 241,734 
Public Storage 22,036 4,683,091 
  8,278,386 
REITs - Warehouse/Industrial - 8.5%   
EastGroup Properties, Inc. 5,297 548,028 
First Industrial Realty Trust, Inc. 18,563 607,381 
Prologis, Inc. 92,509 6,397,922 
QTS Realty Trust, Inc. Class A 7,502 315,909 
Rexford Industrial Realty, Inc. 13,641 458,338 
  8,327,578 
TOTAL EQUITY REAL ESTATE INVESTMENT TRUSTS (REITS)  98,210,148 
Real Estate Management & Development - 0.0%   
Real Estate Services - 0.0%   
Retail Value, Inc. 2,252 68,483 
TOTAL COMMON STOCKS   
(Cost $100,199,865)  98,278,631 
Money Market Funds - 1.2%   
Fidelity Cash Central Fund, 2.43% (b) 87,381 87,399 
Fidelity Securities Lending Cash Central Fund 2.43% (b)(c) 1,063,419 1,063,525 
TOTAL MONEY MARKET FUNDS   
(Cost $1,150,924)  1,150,924 
TOTAL INVESTMENT IN SECURITIES - 101.0%   
(Cost $101,350,789)  99,429,555 
NET OTHER ASSETS (LIABILITIES) - (1.0)%  (1,000,180) 
NET ASSETS - 100%  $98,429,375 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Equity Index Contracts      
CME E-mini S&P 500 Index Contracts (United States) March 2019 $135,225 $11,318 $11,318 

The notional amount of futures purchased as a percentage of Net Assets is 0.1%

Legend

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

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

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

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 $746 
Fidelity Securities Lending Cash Central Fund 1,527 
Total $2,273 

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

Investment Valuation

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

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Common Stocks $98,278,631 $98,278,631 $-- $-- 
Money Market Funds 1,150,924 1,150,924 -- -- 
Total Investments in Securities: $99,429,555 $99,429,555 $-- $-- 
Derivative Instruments:     
Assets     
Futures Contracts $11,318 $11,318 $-- $-- 
Total Assets $11,318 $11,318 $-- $-- 
Total Derivative Instruments: $11,318 $11,318 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of January 31, 2019. 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) $11,318 $0 
Total Equity Risk 11,318 
Total Value of Derivatives $11,318 $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 on futures contracts, 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

  January 31, 2019 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $1,040,169) — See accompanying schedule:
Unaffiliated issuers (cost $100,199,865) 
$98,278,631  
Fidelity Central Funds (cost $1,150,924) 1,150,924  
Total Investment in Securities (cost $101,350,789)  $99,429,555 
Segregated cash with brokers for derivative instruments  6,000 
Dividends receivable  61,683 
Distributions receivable from Fidelity Central Funds  349 
Receivable for daily variation margin on futures contracts  1,100 
Receivable from investment adviser for expense reductions  5,751 
Total assets  99,504,438 
Liabilities   
Accrued management fee $5,376  
Other affiliated payables 5,765  
Collateral on securities loaned 1,063,922  
Total liabilities  1,075,063 
Net Assets  $98,429,375 
Net Assets consist of:   
Paid in capital  $100,884,241 
Total distributable earnings (loss)  (2,454,866) 
Net Assets, for 8,730,968 shares outstanding  $98,429,375 
Net Asset Value, offering price and redemption price per share ($98,429,375 ÷ 8,730,968 shares)  $11.27 

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


Statement of Operations

  Six months ended January 31, 2019 (Unaudited) 
Investment Income   
Dividends  $1,541,248 
Income from Fidelity Central Funds  2,273 
Total income  1,543,521 
Expenses   
Management fee $32,873  
Transfer agent fees 35,221  
Independent trustees' fees and expenses 231  
Commitment fees 125  
Total expenses before reductions 68,450  
Expense reductions (35,360)  
Total expenses after reductions  33,090 
Net investment income (loss)  1,510,431 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers (70,606)  
Fidelity Central Funds  
Futures contracts (14,807)  
Total net realized gain (loss)  (85,404) 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 2,568,582  
Futures contracts 7,440  
Total change in net unrealized appreciation (depreciation)  2,576,022 
Net gain (loss)  2,490,618 
Net increase (decrease) in net assets resulting from operations  $4,001,049 

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


Statement of Changes in Net Assets

 Six months ended January 31, 2019 (Unaudited) Year ended July 31, 2018 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $1,510,431 $2,892,281 
Net realized gain (loss) (85,404) 187,990 
Change in net unrealized appreciation (depreciation) 2,576,022 516,530 
Net increase (decrease) in net assets resulting from operations 4,001,049 3,596,801 
Distributions to shareholders (2,404,194) – 
Distributions to shareholders from net investment income – (2,828,662) 
Distributions to shareholders from net realized gain – (465,294) 
Total distributions (2,404,194) (3,293,956) 
Share transactions   
Reinvestment of distributions 1,502,291 931,830 
Cost of shares redeemed (106,293) (4,020,000) 
Net increase (decrease) in net assets resulting from share transactions 1,395,998 (3,088,170) 
Total increase (decrease) in net assets 2,992,853 (2,785,325) 
Net Assets   
Beginning of period 95,436,522 98,221,847 
End of period $98,429,375 $95,436,522 
Other Information   
Undistributed net investment income end of period  $572,999 
Shares   
Sold – – 
Issued in reinvestment of distributions 148,152 84,561 
Redeemed (9,533) (359,584) 
Net increase (decrease) 138,619 (275,023) 

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


Financial Highlights

Fidelity SAI Real Estate Index Fund

 Six months ended (Unaudited) January 31, Years endedJuly 31,   
 2019 2018 2017 2016 A 
Selected Per–Share Data     
Net asset value, beginning of period $11.11 $11.08 $12.05 $10.00 
Income from Investment Operations     
Net investment income (loss)B .18 .33 .28 .06 
Net realized and unrealized gain (loss) .26 .08 (.96) 2.08 
Total from investment operations .44 .41 (.68) 2.14 
Distributions from net investment income (.26) (.33) (.24) (.09) 
Distributions from net realized gain (.02) (.05) (.05) – 
Total distributions (.28) (.38) (.29) (.09) 
Net asset value, end of period $11.27 $11.11 $11.08 $12.05 
Total ReturnC,D 4.16% 3.87% (5.60)% 21.52% 
Ratios to Average Net AssetsE,F     
Expenses before reductions .15%G .15% .15% .77%G 
Expenses net of fee waivers, if any .07%G .07% .09% .09%G 
Expenses net of all reductions .07%G .07% .09% .09%G 
Net investment income (loss) 3.21%G 3.11% 2.55% 1.06%G 
Supplemental Data     
Net assets, end of period (000 omitted) $98,429 $95,437 $98,222 $105,295 
Portfolio turnover rateH 11%G 8% 6% 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 (Unaudited)

For the period ended January 31, 2019

1. Organization.

Fidelity SAI Real Estate Index Fund (the Fund) is a non-diversified 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 are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

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

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

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

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

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

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. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain.

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. 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 the short-term gain distributions from the Underlying Funds, futures contracts and losses deferred due to wash sales.

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

Gross unrealized appreciation $6,876,520 
Gross unrealized depreciation (9,152,175) 
Net unrealized appreciation (depreciation) $(2,275,655) 
Tax cost $101,716,528 

New Rule Issuance. During August 2018, the U.S. Securities and Exchange Commission issued Final Rule Release No. 33-10532, Disclosure Update and Simplification. This Final Rule includes amendments specific to registered investment companies that are intended to eliminate overlap in disclosure requirements between Regulation S-X and GAAP. In accordance with these amendments, certain line-items in the Fund's financial statements have been combined or removed for the current period as outlined in the table below.

Financial Statement Current Line-Item Presentation (As Applicable) Prior Line-Item Presentation (As Applicable) 
Statement of Assets and Liabilities Total distributable earnings (loss) Undistributed/Distributions in excess of/Accumulated net investment income (loss)
Accumulated/Undistributed net realized gain (loss)
Net unrealized appreciation (depreciation) 
Statement of Changes in Net Assets N/A - removed Undistributed/Distributions in excess of/Accumulated net investment income (loss) end of period 
Statement of Changes in Net Assets Distributions to shareholders Distributions to shareholders from net investment income
Distributions to shareholders from net realized gain 

4. Derivative Instruments.

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

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

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

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

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

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

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

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

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $7,543,028 and $5,163,129, 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 that is based on an annual rate of .07% of the Fund's average net assets. Under the expense contract, total expenses of the Fund are limited to an annual rate of .145% of the Fund's average net assets, with certain exceptions.

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.

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 $125 and is reflected in Commitment fees on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. 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 $1,527. During the period, there were no securities loaned to FCM.

9. Expense Reductions.

The investment adviser contractually agreed to reimburse the Fund to the extent annual operating expenses exceeded .07% of average net assets. This reimbursement will remain in place through November 30, 2019. Some expenses, for example the compensation of the independent Trustees, and certain miscellaneous expenses such as proxy and shareholder meeting expenses, are excluded from this reimbursement. During the period this reimbursement reduced the Fund's expenses by $35,215.

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 $145.

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 99% of the total outstanding shares of the Fund.

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 (August 1, 2018 to January 31, 2019).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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
August 1, 2018 
Ending
Account Value
January 31, 2019 
Expenses Paid
During Period-B
August 1, 2018
to January 31, 2019 
Actual .07% $1,000.00 $1,041.60 $.36 
Hypothetical-C  $1,000.00 $1,024.85 $.36 

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

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

 C 5% return per year before expenses

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity SAI Real Estate Index Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of 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). FMR and the sub-advisers are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established four standing committees (Committees) — Operations, Audit, Fair Valuation, and Governance and Nominating — each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and considers, among other matters, information specifically related to the annual consideration of the renewal of the fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to review matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through joint ad hoc committees to discuss certain matters relevant to all of the Fidelity funds.

At its September 2018 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

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 Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups and with representatives of Geode. The Board considered the structure of the investment personnel compensation programs and whether the structures provide appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services.  The Board reviewed the general qualifications and capabilities of Fidelity's and Geode's investment staffs, including their size, education, experience, and resources, as well as Fidelity's and Geode's approach to recruiting, 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, compliance, and technology and operations capabilities and resources, which are integral parts of the investment management process.

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

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

Investment in a Large Fund Family.  The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including: (i) continuing to dedicate additional resources to Fidelity's investment research process, which includes meetings with management of issuers of securities in which the funds invest, and to the support of the senior management team that oversees asset management; (ii) continuing efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs; (iv) launching new share classes of existing funds; (v) eliminating purchase minimums and broadening eligibility requirements for certain funds and share classes; (vi) reducing management fees and total expenses for certain growth equity funds and index funds; (vii) lowering expense caps for certain existing funds and classes, and converting certain voluntary expense caps to contractual caps, to reduce expenses borne by shareholders; (viii) eliminating short-term redemption fees for funds that had such fees; (ix) rationalizing product lines and gaining increased efficiencies from fund mergers and share class consolidations; (x) continuing to develop, acquire and implement systems and technology to improve services to the funds and shareholders, strengthen information security, and increase efficiency; and (xi) continuing to implement enhancements to further strengthen Fidelity's product line to increase investors' probability of success in achieving their investment goals, including retirement income goals.

Investment Performance.  The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history.

The Board took into account discussions that occur at Board meetings throughout the year with representatives of the Investment Advisers about fund investment performance. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board considers annualized return information for the fund for different time periods, measured against the securities market index the fund seeks to track. The Board also periodically considers the fund's tracking error versus its benchmark index. In its evaluation of fund investment performance at meetings throughout the year, the Board gave particular attention to information indicating underperformance of certain Fidelity funds for specific time periods and discussed with the Investment Advisers the reasons for such underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that an index fund's performance should be evaluated based on gross performance (before fees and expenses but after transaction costs) compared to a fund's benchmark index, over appropriate time periods, taking into account relevant factors including the following: general market conditions; the characteristics of the fund's benchmark index; the extent to which statistical sampling is employed; any securities lending revenues; and fund cash flows and other factors. Depending on the circumstances, the Independent Trustees may be satisfied with a fund's performance notwithstanding that it lags its benchmark index for certain periods.

The Independent Trustees recognize that shareholders evaluate performance on a net basis (after fees and expenses) over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net calendar year total return information for the fund and its benchmark index for the most recent one-year period.

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

Competitiveness of Management Fee and Total Expense Ratio.  The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison.

Management Fee.  The Board considered two proprietary management fee comparisons for the 12-month (or shorter) periods shown in basis points (BP) in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and was considered by the Board.

Fidelity SAI Real Estate Index Fund

The Board considered that effective July 1, 2016, the fund's management fee rate was reduced from 0.12% to 0.07%. The Board considered that the chart below reflects the fund's lower management fee rate for 2016, as if the lower fee rate were in effect for the entire period.


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2017.

The Board noted that it and the boards of other Fidelity funds formed an ad hoc Committee on Group Fee, which meets periodically, to conduct an in-depth review of the "group fee" component of the management fee of funds with such management fee structures. The Committee's focus included the mechanics of the group fee, the competitive landscape of group fee structures, Fidelity funds with no group fee component (such as the fund) and investment products not included in group fee assets. The Board also considered that, for funds subject to the group fee, FMR agreed to voluntarily waive fees over a specified period of time in amounts designed to account for assets converted from certain funds to certain collective investment trusts.

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

Total Expense Ratio.  In its review of the fund's total expense ratio, the Board considered the fund's management fee rate as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted that Fidelity may agree to waive fees and expenses from time to time, and the extent to which, if any, it has done so for the fund. As part of its review, the Board also considered the current and historical total expense ratios of the fund compared to competitive fund median expenses. The fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the fund's total expense ratio ranked below the competitive median for 2017.

The Board considered that current contractual arrangements for the fund oblige FMR to pay all "class-level" expenses of the fund to the extent necessary to limit total operating expenses, with certain exceptions, to 0.145%. These contractual arrangements may not be amended to increase the fees or expenses payable except by a vote of a majority of the Board. The Board further considered that FMR has contractually agreed to reimburse the fund to the extent that total operating expenses (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, fees and expenses of the Independent Trustees, proxy and shareholder meeting expenses, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of its average net assets, exceed 0.07% through September 30, 2018.

Fees Charged to Other Fidelity Clients.  The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients with similar mandates. The Board noted that a joint ad hoc committee created by it and the boards of other Fidelity funds periodically reviews and compares Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds and also noted the most recent findings of the committee. The Board noted that the committee's review included a consideration of the differences in services provided, fees charged, and costs incurred, as well as competition in the markets serving the different categories of clients.

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

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

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

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

The Board also reviewed Fidelity's non-fund businesses and potential indirect benefits such businesses may have received as a result of their association with Fidelity's mutual fund business (i.e., fall-out benefits) as well as cases where Fidelity's affiliates may benefit from the fund's business. The Board noted that changes to fall-out benefits year-over-year reflect business developments at Fidelity's various businesses.

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

Economies of Scale.  The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale as assets grow through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board recognized that, due to the fund's current contractual arrangements, its expense ratio will not decline if the fund's operating costs decrease as assets grow, or rise as assets decrease. The Board also noted that a committee (the Economies of Scale Committee) created by it and the boards of other Fidelity funds periodically analyzes whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

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

Additional Information Requested by the Board.  In order to develop fully the factual basis for consideration of the Fidelity funds' advisory contracts, the Board requested and received additional information on certain topics, including: (i) Fidelity's fund profitability methodology, profitability trends for certain funds, the allocation of various costs to different funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the arrangements with and compensation paid to certain fund sub-advisers on behalf of the Fidelity funds and the treatment of such compensation within Fidelity's fund profitability methodology; (v) the terms of Fidelity's voluntary expense limitation agreements; (vi) the methodology with respect to competitive fund data and peer group classifications; (vii) Fidelity's transfer agent fee, expense, and service structures for different funds and classes relative to competitive trends, and the impact of the increased use of omnibus accounts; (viii) new developments in the retail and institutional marketplaces and the competitive positioning of the funds relative to other investment products and services; (ix) the impact of recent changes to the money market fund landscape, including the full implementation of money market fund reform and rising interest rates, on Fidelity's money market funds; (x) the funds' share class structures and distribution channels; and (xi) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends and methodologies for total expense competitive comparisons, and actions that might be taken by Fidelity to reduce total expense ratios for certain classes. In addition, the Board considered its discussions with Fidelity throughout the year regarding enhanced information security initiatives and the funds' fair valuation policies.

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





Fidelity Investments

SV8-SANN-0319
1.9870988.102


Fidelity® SAI U.S. Momentum 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® funds dedicated to certain programs affiliated with Strategic Advisers LLC.



Semi-Annual Report

January 31, 2019




Fidelity Investments


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

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from a fund electronically, by contacting your financial intermediary. For Fidelity customers, visit Fidelity's web site or call Fidelity using the contact information listed below.

You may elect to receive all future reports in paper free of charge. If you wish to continue receiving paper copies of your shareholder reports, you may contact your financial intermediary or, if you are a Fidelity customer, visit Fidelity’s website, or call Fidelity at the applicable toll-free number listed below. Your election to receive reports in paper will apply to all funds held with the fund complex/your financial intermediary.

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


Contents

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

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.

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. © 2019 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 January 31, 2019

 % of fund's net assets 
Pfizer, Inc. 4.9 
Microsoft Corp. 4.8 
Procter & Gamble Co. 4.7 
Merck & Co., Inc. 4.6 
Johnson & Johnson 4.4 
 23.4 

Top Five Market Sectors as of January 31, 2019

 % of fund's net assets 
Health Care 32.7 
Information Technology 16.0 
Consumer Staples 13.9 
Communication Services 8.4 
Consumer Discretionary 8.1 

Asset Allocation (% of fund's net assets)

As of January 31, 2019* 
   Stocks and Equity Futures 99.9% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.1% 


 * Foreign investments - 2.4%

Schedule of Investments January 31, 2019 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.6%   
 Shares Value 
COMMUNICATION SERVICES - 8.4%   
Diversified Telecommunication Services - 3.5%   
Verizon Communications, Inc. 2,237,776 $123,211,947 
Entertainment - 2.5%   
Live Nation Entertainment, Inc. (a) 54,325 2,906,931 
The Walt Disney Co. 613,168 68,380,495 
Twenty-First Century Fox, Inc.:   
Class A 190,023 9,370,034 
Class B 146,375 7,181,158 
  87,838,618 
Interactive Media & Services - 0.3%   
IAC/InterActiveCorp (a) 43,807 9,255,543 
TripAdvisor, Inc. (a)(b) 38,017 2,181,415 
  11,436,958 
Media - 1.9%   
Charter Communications, Inc. Class A (a) 32,573 10,783,292 
Comcast Corp. Class A 1,510,565 55,241,362 
Discovery Communications, Inc.:   
Class A (a)(b) 8,602 244,125 
Class C (non-vtg.) (a) 16,664 444,096 
Liberty Broadband Corp. Class C (a) 9,153 778,188 
  67,491,063 
Wireless Telecommunication Services - 0.2%   
T-Mobile U.S., Inc. (a) 123,037 8,565,836 
TOTAL COMMUNICATION SERVICES  298,544,422 
CONSUMER DISCRETIONARY - 8.1%   
Diversified Consumer Services - 0.1%   
H&R Block, Inc. 79,879 1,884,346 
Hotels, Restaurants & Leisure - 5.1%   
Chipotle Mexican Grill, Inc. (a) 6,445 3,413,336 
Domino's Pizza, Inc. 2,723 772,597 
McDonald's Corp. 453,217 81,026,135 
Starbucks Corp. 1,085,307 73,952,819 
Yum! Brands, Inc. 219,001 20,581,714 
  179,746,601 
Household Durables - 0.0%   
Garmin Ltd. 6,975 482,531 
Multiline Retail - 0.6%   
Dollar General Corp. 125,320 14,465,688 
Dollar Tree, Inc. (a) 49,074 4,751,835 
Kohl's Corp. 24,511 1,683,661 
  20,901,184 
Specialty Retail - 2.0%   
Advance Auto Parts, Inc. 41,881 6,667,455 
AutoZone, Inc. (a) 19,336 16,384,166 
Burlington Stores, Inc. (a) 30,847 5,296,738 
Lowe's Companies, Inc. 36,196 3,480,607 
O'Reilly Automotive, Inc. (a) 55,133 19,002,140 
Ross Stores, Inc. 118,135 10,882,596 
TJX Companies, Inc. 80,350 3,995,806 
Tractor Supply Co. 55,290 4,721,766 
Ulta Beauty, Inc. (a) 7,090 2,069,713 
  72,500,987 
Textiles, Apparel & Luxury Goods - 0.3%   
lululemon athletica, Inc. (a) 35,761 5,285,833 
NIKE, Inc. Class B 82,626 6,765,417 
  12,051,250 
TOTAL CONSUMER DISCRETIONARY  287,566,899 
CONSUMER STAPLES - 13.9%   
Beverages - 3.9%   
PepsiCo, Inc. 327,042 36,847,822 
The Coca-Cola Co. 2,078,869 100,055,965 
  136,903,787 
Food & Staples Retailing - 3.3%   
Costco Wholesale Corp. 65,969 14,158,926 
Kroger Co. 118,809 3,365,859 
Walgreens Boots Alliance, Inc. 451,836 32,649,669 
Walmart, Inc. 691,268 66,244,212 
  116,418,666 
Food Products - 0.9%   
Hormel Foods Corp. (b) 171,893 7,274,512 
Lamb Weston Holdings, Inc. 70,181 5,074,086 
McCormick & Co., Inc. (non-vtg.) (b) 87,428 10,809,598 
The Hershey Co. 83,613 8,871,339 
  32,029,535 
Household Products - 5.8%   
Church & Dwight Co., Inc. 187,645 12,123,743 
Clorox Co. 74,861 11,107,875 
Kimberly-Clark Corp. 139,874 15,579,166 
Procter & Gamble Co. 1,728,922 166,789,105 
  205,599,889 
TOTAL CONSUMER STAPLES  490,951,877 
FINANCIALS - 7.1%   
Capital Markets - 1.2%   
CME Group, Inc. 224,994 41,011,906 
IntercontinentalExchange, Inc. 33,443 2,567,085 
  43,578,991 
Diversified Financial Services - 3.8%   
Berkshire Hathaway, Inc. Class B (a) 657,896 135,223,944 
Insurance - 2.1%   
AFLAC, Inc. 289,379 13,803,378 
Alleghany Corp. 7,323 4,624,914 
Aon PLC 109,676 17,134,681 
Arthur J. Gallagher & Co. 109,963 8,215,336 
Cincinnati Financial Corp. 96,102 7,795,794 
Progressive Corp. 216,169 14,546,012 
Reinsurance Group of America, Inc. 22,700 3,279,015 
RenaissanceRe Holdings Ltd. 21,941 3,028,516 
  72,427,646 
TOTAL FINANCIALS  251,230,581 
HEALTH CARE - 32.7%   
Biotechnology - 0.8%   
Amgen, Inc. 89,935 16,827,738 
Regeneron Pharmaceuticals, Inc. (a) 28,778 12,353,532 
  29,181,270 
Health Care Equipment & Supplies - 6.5%   
Abbott Laboratories 1,144,011 83,489,923 
Abiomed, Inc. (a) 3,643 1,278,948 
Boston Scientific Corp. (a) 703,100 26,823,265 
Danaher Corp. 89,828 9,963,722 
DexCom, Inc. (a) 51,368 7,244,429 
Edwards Lifesciences Corp. (a) 60,191 10,257,750 
IDEXX Laboratories, Inc. (a) 4,724 1,005,173 
Intuitive Surgical, Inc. (a) 41,865 21,922,189 
Medtronic PLC 620,235 54,822,572 
ResMed, Inc. 73,802 7,023,736 
The Cooper Companies, Inc. 23,241 6,478,661 
  230,310,368 
Health Care Providers & Services - 5.7%   
Anthem, Inc. 130,730 39,611,190 
Centene Corp. (a) 29,451 3,845,417 
Cigna Corp. 187,957 37,555,688 
HCA Holdings, Inc. 190,051 26,498,811 
Henry Schein, Inc. (a) 71,298 5,539,855 
Humana, Inc. 12,105 3,740,324 
UnitedHealth Group, Inc. 295,818 79,930,024 
Universal Health Services, Inc. Class B 5,476 725,734 
Wellcare Health Plans, Inc. (a) 7,781 2,151,291 
  199,598,334 
Health Care Technology - 0.2%   
Veeva Systems, Inc. Class A (a) 64,733 7,059,781 
Life Sciences Tools & Services - 2.5%   
Agilent Technologies, Inc. 129,352 9,837,220 
Illumina, Inc. (a) 64,336 18,000,569 
IQVIA Holdings, Inc. (a) 96,385 12,434,629 
Thermo Fisher Scientific, Inc. 197,353 48,483,712 
  88,756,130 
Pharmaceuticals - 17.0%   
Eli Lilly & Co. 799,588 95,838,618 
Johnson & Johnson 1,178,559 156,842,632 
Merck & Co., Inc. 2,196,896 163,514,969 
Pfizer, Inc. 4,052,545 172,030,533 
Zoetis, Inc. Class A 172,467 14,859,757 
  603,086,509 
TOTAL HEALTH CARE  1,157,992,392 
INDUSTRIALS - 3.7%   
Aerospace & Defense - 0.5%   
The Boeing Co. 47,634 18,368,623 
Airlines - 0.1%   
United Continental Holdings, Inc. (a) 38,234 3,336,681 
Building Products - 0.1%   
Allegion PLC 5,692 488,715 
Lennox International, Inc. 17,570 4,028,450 
  4,517,165 
Commercial Services & Supplies - 0.9%   
Republic Services, Inc. 102,674 7,876,123 
Rollins, Inc. 58,419 2,175,524 
Waste Management, Inc. 227,563 21,770,952 
  31,822,599 
Machinery - 0.7%   
Deere & Co. 109,629 17,979,156 
Dover Corp. 12,933 1,135,905 
Ingersoll-Rand PLC 73,110 7,313,924 
  26,428,985 
Professional Services - 0.2%   
Verisk Analytics, Inc. (a) 57,271 6,724,188 
Road & Rail - 1.0%   
CSX Corp. 207,347 13,622,698 
Norfolk Southern Corp. 91,058 15,274,069 
Union Pacific Corp. 33,275 5,293,054 
  34,189,821 
Trading Companies & Distributors - 0.2%   
Fastenal Co. 110,277 6,667,347 
TOTAL INDUSTRIALS  132,055,409 
INFORMATION TECHNOLOGY - 16.0%   
Communications Equipment - 0.9%   
Cisco Systems, Inc. 530,919 25,107,160 
Juniper Networks, Inc. 54,055 1,402,187 
Motorola Solutions, Inc. 55,981 6,544,739 
  33,054,086 
Electronic Equipment & Components - 0.8%   
CDW Corp. 54,096 4,504,574 
Corning, Inc. 379,269 12,614,487 
Dell Technologies, Inc. (a) 114,294 5,553,545 
Keysight Technologies, Inc. (a) 70,660 5,230,253 
  27,902,859 
IT Services - 4.7%   
Automatic Data Processing, Inc. 67,996 9,508,561 
Fiserv, Inc. (a) 129,588 10,746,733 
Gartner, Inc. (a) 7,849 1,066,601 
GoDaddy, Inc. (a) 12,113 831,315 
Jack Henry & Associates, Inc. 10,840 1,447,682 
MasterCard, Inc. Class A 71,509 15,097,695 
PayPal Holdings, Inc. (a) 340,272 30,202,543 
Square, Inc. (a) 98,211 7,007,355 
Total System Services, Inc. 13,906 1,246,117 
VeriSign, Inc. (a) 52,390 8,868,055 
Visa, Inc. Class A 594,751 80,297,333 
  166,319,990 
Semiconductors & Semiconductor Equipment - 1.4%   
Advanced Micro Devices, Inc. (a)(b) 460,540 11,241,781 
Qualcomm, Inc. 342,083 16,939,950 
Xilinx, Inc. 195,612 21,896,807 
  50,078,538 
Software - 8.2%   
Adobe, Inc. (a) 36,341 9,006,027 
Fortinet, Inc. (a) 76,945 5,891,679 
Intuit, Inc. 39,195 8,459,065 
Microsoft Corp. 1,620,944 169,275,182 
Red Hat, Inc. (a) 114,866 20,427,769 
Salesforce.com, Inc. (a) 269,674 40,982,358 
ServiceNow, Inc. (a) 48,154 10,594,843 
Splunk, Inc. (a) 21,225 2,649,729 
VMware, Inc. Class A 37,312 5,636,724 
Workday, Inc. Class A (a) 96,744 17,561,938 
  290,485,314 
TOTAL INFORMATION TECHNOLOGY  567,840,787 
MATERIALS - 1.3%   
Chemicals - 0.9%   
CF Industries Holdings, Inc. 52,732 2,301,752 
Ecolab, Inc. 113,858 18,008,920 
International Flavors & Fragrances, Inc. 34,122 4,837,817 
Linde PLC 28,626 4,666,324 
The Mosaic Co. 69,063 2,229,354 
  32,044,167 
Containers & Packaging - 0.4%   
Ball Corp. 265,709 13,891,267 
TOTAL MATERIALS  45,935,434 
REAL ESTATE - 2.8%   
Equity Real Estate Investment Trusts (REITs) - 2.8%   
American Tower Corp. 226,718 39,185,939 
HCP, Inc. 210,669 6,644,500 
National Retail Properties, Inc. 81,285 4,284,532 
Realty Income Corp. 183,920 12,633,465 
Simon Property Group, Inc. 77,773 14,164,019 
UDR, Inc. 97,485 4,264,969 
Ventas, Inc. 21,182 1,366,027 
Welltower, Inc. 187,336 14,516,667 
  97,060,118 
UTILITIES - 5.6%   
Electric Utilities - 3.5%   
American Electric Power Co., Inc. 207,049 16,381,717 
Duke Energy Corp. 376,048 33,009,493 
Entergy Corp. 84,290 7,517,825 
Eversource Energy 177,614 12,328,188 
Exelon Corp. 437,643 20,901,830 
FirstEnergy Corp. 44,210 1,733,032 
NextEra Energy, Inc. 68,528 12,265,141 
OGE Energy Corp. 113,585 4,651,306 
Pinnacle West Capital Corp. 41,989 3,700,071 
Vistra Energy Corp. (a) 27,478 689,973 
Xcel Energy, Inc. 213,573 11,182,682 
  124,361,258 
Gas Utilities - 0.1%   
UGI Corp. 45,116 2,572,965 
Independent Power and Renewable Electricity Producers - 0.4%   
NRG Energy, Inc. 182,353 7,460,061 
The AES Corp. 320,483 5,252,716 
  12,712,777 
Multi-Utilities - 1.4%   
Ameren Corp. 118,505 8,217,137 
CMS Energy Corp. 102,656 5,352,484 
Dominion Resources, Inc. 269,403 18,922,867 
DTE Energy Co. 71,753 8,448,916 
WEC Energy Group, Inc. 127,410 9,304,752 
  50,246,156 
Water Utilities - 0.2%   
American Water Works Co., Inc. 68,483 6,551,769 
TOTAL UTILITIES  196,444,925 
TOTAL COMMON STOCKS   
(Cost $3,429,638,808)  3,525,622,844 
Money Market Funds - 1.4%   
Fidelity Cash Central Fund, 2.43% (c) 5,169,599 5,170,633 
Fidelity Securities Lending Cash Central Fund 2.43% (c)(d) 44,174,535 44,178,952 
TOTAL MONEY MARKET FUNDS   
(Cost $49,348,659)  49,349,585 
TOTAL INVESTMENT IN SECURITIES - 101.0%   
(Cost $3,478,987,467)  3,574,972,429 
NET OTHER ASSETS (LIABILITIES) - (1.0)%  (34,543,097) 
NET ASSETS - 100%  $3,540,429,332 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Equity Index Contracts      
CME E-mini S&P 500 Index Contracts (United States) 85 March 2019 $11,494,125 $466,829 $466,829 

The notional amount of futures purchased as a percentage of Net Assets is 0.3%

Legend

 (a) Non-income producing

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

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

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

Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $182,859 
Fidelity Securities Lending Cash Central Fund 15,102 
Total $197,961 

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

Investment Valuation

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

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Communication Services $298,544,422 $298,544,422 $-- $-- 
Consumer Discretionary 287,566,899 287,566,899 -- -- 
Consumer Staples 490,951,877 490,951,877 -- -- 
Financials 251,230,581 251,230,581 -- -- 
Health Care 1,157,992,392 1,157,992,392 -- -- 
Industrials 132,055,409 132,055,409 -- -- 
Information Technology 567,840,787 567,840,787 -- -- 
Materials 45,935,434 45,935,434 -- -- 
Real Estate 97,060,118 97,060,118 -- -- 
Utilities 196,444,925 196,444,925 -- -- 
Money Market Funds 49,349,585 49,349,585 -- -- 
Total Investments in Securities: $3,574,972,429 $3,574,972,429 $-- $-- 
Derivative Instruments:     
Assets     
Futures Contracts $466,829 $466,829 $-- $-- 
Total Assets $466,829 $466,829 $-- $-- 
Total Derivative Instruments: $466,829 $466,829 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of January 31, 2019. 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) $466,829 $0 
Total Equity Risk 466,829 
Total Value of Derivatives $466,829 $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 on futures contracts, 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

  January 31, 2019 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $44,294,056) — See accompanying schedule:
Unaffiliated issuers (cost $3,429,638,808) 
$3,525,622,844  
Fidelity Central Funds (cost $49,348,659) 49,349,585  
Total Investment in Securities (cost $3,478,987,467)  $3,574,972,429 
Segregated cash with brokers for derivative instruments  360,000 
Receivable for investments sold  1,006,886,277 
Receivable for fund shares sold  2,845,882 
Dividends receivable  4,239,004 
Distributions receivable from Fidelity Central Funds  45,231 
Receivable for daily variation margin on futures contracts  67,257 
Prepaid expenses  2,607 
Receivable from investment adviser for expense reductions  238,567 
Total assets  4,589,657,254 
Liabilities   
Payable for investments purchased $1,003,523,624  
Payable for fund shares redeemed 776,990  
Accrued management fee 277,246  
Other affiliated payables 272,907  
Other payables and accrued expenses 197,119  
Collateral on securities loaned 44,180,036  
Total liabilities  1,049,227,922 
Net Assets  $3,540,429,332 
Net Assets consist of:   
Paid in capital  $3,456,045,661 
Total distributable earnings (loss)  84,383,671 
Net Assets, for 289,836,897 shares outstanding  $3,540,429,332 
Net Asset Value, offering price and redemption price per share ($3,540,429,332 ÷ 289,836,897 shares)  $12.22 

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


Statement of Operations

  Six months ended January 31, 2019 (Unaudited) 
Investment Income   
Dividends  $22,355,559 
Interest  3,441 
Income from Fidelity Central Funds  197,961 
Total income  22,556,961 
Expenses   
Management fee $1,460,472  
Transfer agent fees 1,095,354  
Accounting and security lending fees 348,443  
Custodian fees and expenses 35,111  
Independent trustees' fees and expenses 6,538  
Registration fees 193,269  
Audit 27,093  
Legal 4,318  
Miscellaneous 7,163  
Total expenses before reductions 3,177,761  
Expense reductions (984,505)  
Total expenses after reductions  2,193,256 
Net investment income (loss)  20,363,705 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 2,647,757  
Fidelity Central Funds (929)  
Futures contracts (415,002)  
Total net realized gain (loss)  2,231,826 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers (178,515,217)  
Fidelity Central Funds 926  
Futures contracts 323,562  
Total change in net unrealized appreciation (depreciation)  (178,190,729) 
Net gain (loss)  (175,958,903) 
Net increase (decrease) in net assets resulting from operations  $(155,595,198) 

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


Statement of Changes in Net Assets

 Six months ended January 31, 2019 (Unaudited) Year ended July 31, 2018 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $20,363,705 $20,587,897 
Net realized gain (loss) 2,231,826 63,527,251 
Change in net unrealized appreciation (depreciation) (178,190,729) 238,950,976 
Net increase (decrease) in net assets resulting from operations (155,595,198) 323,066,124 
Distributions to shareholders (89,188,479) – 
Distributions to shareholders from net investment income – (9,140,729) 
Distributions to shareholders from net realized gain – (5,788,789) 
Total distributions (89,188,479) (14,929,518) 
Share transactions   
Proceeds from sales of shares 1,367,222,095 2,419,094,288 
Reinvestment of distributions 49,465,140 4,036,858 
Cost of shares redeemed (144,220,738) (962,697,840) 
Net increase (decrease) in net assets resulting from share transactions 1,272,466,497 1,460,433,306 
Total increase (decrease) in net assets 1,027,682,820 1,768,569,912 
Net Assets   
Beginning of period 2,512,746,512 744,176,600 
End of period $3,540,429,332 $2,512,746,512 
Other Information   
Undistributed net investment income end of period  $10,614,230 
Shares   
Sold 108,451,728 197,459,770 
Issued in reinvestment of distributions 3,757,326 339,178 
Redeemed (11,205,785) (76,713,283) 
Net increase (decrease) 101,003,269 121,085,665 

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


Financial Highlights

Fidelity SAI U.S. Momentum Index Fund

 Six months ended (Unaudited) January 31, Years endedJuly 31,  
 2019 2018 2017 A 
Selected Per–Share Data    
Net asset value, beginning of period $13.31 $10.98 $10.00 
Income from Investment Operations    
Net investment income (loss)B .09 .15 .07 
Net realized and unrealized gain (loss) (.73) 2.29 .91 
Total from investment operations (.64) 2.44 .98 
Distributions from net investment income (.12) (.06) – 
Distributions from net realized gain (.33) (.04) – 
Total distributions (.45) (.11)C – 
Net asset value, end of period $12.22 $13.31 $10.98 
Total ReturnD,E (5.10)% 22.33% 9.80% 
Ratios to Average Net AssetsF,G    
Expenses before reductions .22%H .23% .35%H 
Expenses net of fee waivers, if any .15%H .15% .15%H 
Expenses net of all reductions .15%H .15% .15%H 
Net investment income (loss) 1.40%H 1.19% 1.40%H 
Supplemental Data    
Net assets, end of period (000 omitted) $3,540,429 $2,512,747 $744,177 
Portfolio turnover rateI 237%H 153% 47%J 

 A For the period February 9, 2017 (commencement of operations) to July 31, 2017.

 B Calculated based on average shares outstanding during the period.

 C Total distributions of $.11 per share is comprised of distributions from net investment income of $.064 and distributions from net realized gain of $.043 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 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.

 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 (Unaudited)

For the period ended January 31, 2019

1. Organization.

Fidelity SAI U.S. Momentum 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 are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

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

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

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

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

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

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 January 31, 2019 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. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable.

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. 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, foreign currency transactions, market discount and losses deferred due to wash sales.

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

Gross unrealized appreciation $170,789,262 
Gross unrealized depreciation (78,350,557) 
Net unrealized appreciation (depreciation) $92,438,705 
Tax cost $3,483,000,553 

New Rule Issuance. During August 2018, the U.S. Securities and Exchange Commission issued Final Rule Release No. 33-10532, Disclosure Update and Simplification. This Final Rule includes amendments specific to registered investment companies that are intended to eliminate overlap in disclosure requirements between Regulation S-X and GAAP. In accordance with these amendments, certain line-items in the Fund's financial statements have been combined or removed for the current period as outlined in the table below.

Financial Statement Current Line-Item Presentation (As Applicable) Prior Line-Item Presentation (As Applicable) 
Statement of Assets and Liabilities Total distributable earnings (loss) Undistributed/Distributions in excess of/Accumulated net investment income (loss)
Accumulated/Undistributed net realized gain (loss)
Net unrealized appreciation (depreciation) 
Statement of Changes in Net Assets N/A - removed Undistributed/Distributions in excess of/Accumulated net investment income (loss) end of period 
Statement of Changes in Net Assets Distributions to shareholders Distributions to shareholders from net investment income
Distributions to shareholders from net realized gain 

4. Derivative Instruments.

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

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

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

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

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

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

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

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

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $4,707,675,531 and $3,505,216,668, 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. For the period, the fees were equivalent to an annualized rate of .02%.

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 $3,613 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. 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 $15,102. During the period, there were no securities loaned to FCM.

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 November 30, 2019. Some expenses, for example the compensation of the independent Trustees, and certain miscellaneous expenses such as proxy and shareholder meeting expenses, are excluded from this reimbursement. During the period this reimbursement reduced the Fund's expenses by $984,187.

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 $318.

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 Core Fund, Strategic Advisers Growth and Fidelity U.S. Total Stock Fund were the owners of record of approximately 11%, 13% and 39%, respectively, of the total outstanding shares of the Fund.

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 (August 1, 2018 to January 31, 2019).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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
August 1, 2018 
Ending
Account Value
January 31, 2019 
Expenses Paid
During Period-B
August 1, 2018
to January 31, 2019 
Actual .15% $1,000.00 $949.00 $.74 
Hypothetical-C  $1,000.00 $1,024.45 $.77 

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

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

 C 5% return per year before expenses

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity SAI U.S. Momentum Index Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of 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). FMR and the sub-advisers are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established four standing committees (Committees) — Operations, Audit, Fair Valuation, and Governance and Nominating — each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Operations Committee, of which all of the Independent Trustees are members, meets regularly throughout the year and considers, among other matters, information specifically related to the annual consideration of the renewal of the fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to review matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through joint ad hoc committees to discuss certain matters relevant to all of the Fidelity funds.

At its September 2018 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and would be realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

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 Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups and with representatives of Geode. The Board considered the structure of the investment personnel compensation programs and whether the structures provide appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services.  The Board reviewed the general qualifications and capabilities of Fidelity's and Geode's investment staffs, including their size, education, experience, and resources, as well as Fidelity's and Geode's approach to recruiting, 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, compliance, and technology and operations capabilities and resources, which are integral parts of the investment management process.

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

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

Investment in a Large Fund Family.  The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including: (i) continuing to dedicate additional resources to Fidelity's investment research process, which includes meetings with management of issuers of securities in which the funds invest, and to the support of the senior management team that oversees asset management; (ii) continuing efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs; (iv) launching new share classes of existing funds; (v) eliminating purchase minimums and broadening eligibility requirements for certain funds and share classes; (vi) reducing management fees and total expenses for certain growth equity funds and index funds; (vii) lowering expense caps for certain existing funds and classes, and converting certain voluntary expense caps to contractual caps, to reduce expenses borne by shareholders; (viii) eliminating short-term redemption fees for funds that had such fees; (ix) rationalizing product lines and gaining increased efficiencies from fund mergers and share class consolidations; (x) continuing to develop, acquire and implement systems and technology to improve services to the funds and shareholders, strengthen information security, and increase efficiency; and (xi) continuing to implement enhancements to further strengthen Fidelity's product line to increase investors' probability of success in achieving their investment goals, including retirement income goals.

Investment Performance.  The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. As the fund recently commenced operations, the Board did not believe that it was appropriate to assign significant weight to its limited investment performance.

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

Competitiveness of Management Fee and Total Expense Ratio.  The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes created for the purpose of facilitating the Trustees' competitive analysis of management fees and total expenses. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison.

Management Fee.  The Board considered two proprietary management fee comparisons for the period of the fund's operations shown in basis points (BP) in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG % and the number of funds in the Total Mapped Group are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and was considered by the Board.

Fidelity SAI U.S. Momentum Index Fund


The Board noted that the fund's management fee rate ranked equal to the median of its Total Mapped Group and below the median of its ASPG for the period.

The Board noted that it and the boards of other Fidelity funds formed an ad hoc Committee on Group Fee, which meets periodically, to conduct an in-depth review of the "group fee" component of the management fee of funds with such management fee structures. The Committee's focus included the mechanics of the group fee, the competitive landscape of group fee structures, Fidelity funds with no group fee component (such as the fund) and investment products not included in group fee assets. The Board also considered that, for funds subject to the group fee, FMR agreed to voluntarily waive fees over a specified period of time in amounts designed to account for assets converted from certain funds to certain collective investment trusts.

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

Total Expense Ratio.  In its review of the fund's total expense ratio, the Board considered the fund's management fee rate as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted that Fidelity may agree to waive fees and expenses from time to time, and the extent to which, if any, it has done so for the fund. As part of its review, the Board also considered the current total expense ratio of the fund compared to competitive fund median expenses. The fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the fund's total expense ratio ranked equal to the competitive median for the period.

The Board further considered that FMR has contractually agreed to reimburse the fund to the extent that total operating expenses (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, fees and expenses of the Independent Trustees, proxy and shareholder meeting expenses, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of its average net assets, exceed 0.15% through September 30, 2018.

Fees Charged to Other Fidelity Clients.  The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients with similar mandates. The Board noted that a joint ad hoc committee created by it and the boards of other Fidelity funds periodically reviews and compares Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds and also noted the most recent findings of the committee. The Board noted that the committee's review included a consideration of the differences in services provided, fees charged, and costs incurred, as well as competition in the markets serving the different categories of clients.

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

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

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

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

The Board also reviewed Fidelity's non-fund businesses and potential indirect benefits such businesses may have received as a result of their association with Fidelity's mutual fund business (i.e., fall-out benefits) as well as cases where Fidelity's affiliates may benefit from the fund's business. The Board noted that changes to fall-out benefits year-over-year reflect business developments at Fidelity's various businesses.

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

Economies of Scale.  The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale as assets grow through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that a committee (the Economies of Scale Committee) created by it and the boards of other Fidelity funds periodically analyzes whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

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

Additional Information Requested by the Board.  In order to develop fully the factual basis for consideration of the Fidelity funds' advisory contracts, the Board requested and received additional information on certain topics, including: (i) Fidelity's fund profitability methodology, profitability trends for certain funds, the allocation of various costs to different funds, and the impact of certain factors on fund profitability results; (ii) portfolio manager changes that have occurred during the past year and the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (iii) Fidelity's compensation structure for portfolio managers, research analysts, and other key personnel, including its effects on fund profitability, the rationale for the compensation structure, and the extent to which current market conditions have affected retention and recruitment; (iv) the arrangements with and compensation paid to certain fund sub-advisers on behalf of the Fidelity funds and the treatment of such compensation within Fidelity's fund profitability methodology; (v) the terms of Fidelity's voluntary expense limitation agreements; (vi) the methodology with respect to competitive fund data and peer group classifications; (vii) Fidelity's transfer agent fee, expense, and service structures for different funds and classes relative to competitive trends, and the impact of the increased use of omnibus accounts; (viii) new developments in the retail and institutional marketplaces and the competitive positioning of the funds relative to other investment products and services; (ix) the impact of recent changes to the money market fund landscape, including the full implementation of money market fund reform and rising interest rates, on Fidelity's money market funds; (x) the funds' share class structures and distribution channels; and (xi) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends and methodologies for total expense competitive comparisons, and actions that might be taken by Fidelity to reduce total expense ratios for certain classes. In addition, the Board considered its discussions with Fidelity throughout the year regarding enhanced information security initiatives and the funds' fair valuation policies.

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





Fidelity Investments

SY1-SANN-0319
1.9878818.101


Fidelity® SAI U.S. Value 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® funds dedicated to certain programs affiliated with Strategic Advisers LLC.



Semi-Annual Report

January 31, 2019




Fidelity Investments


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

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from a fund electronically, by contacting your financial intermediary. For Fidelity customers, visit Fidelity's web site or call Fidelity using the contact information listed below.

You may elect to receive all future reports in paper free of charge. If you wish to continue receiving paper copies of your shareholder reports, you may contact your financial intermediary or, if you are a Fidelity customer, visit Fidelity’s website, or call Fidelity at the applicable toll-free number listed below. Your election to receive reports in paper will apply to all funds held with the fund complex/your financial intermediary.

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


Contents

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example


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. © 2019 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 January 31, 2019

 % of fund's net assets 
Bank of America Corp. 4.0 
Chevron Corp. 3.7 
Intel Corp. 3.7 
AT&T, Inc. 3.6 
Comcast Corp. Class A 3.5 
 18.5 

Top Five Market Sectors as of January 31, 2019

 % of fund's net assets 
Financials 21.3 
Information Technology 16.2 
Energy 14.9 
Communication Services 11.6 
Health Care 10.2 

Asset Allocation (% of fund's net assets)

As of January 31, 2019* 
   Stocks and Equity Futures 100.0% 


 * Foreign investments - 7.5%

Schedule of Investments January 31, 2019 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 100.0%   
 Shares Value 
COMMUNICATION SERVICES - 11.6%   
Diversified Telecommunication Services - 5.2%   
AT&T, Inc. 2,525,604 $75,919,656 
CenturyLink, Inc. 546,840 8,377,589 
Verizon Communications, Inc. 466,659 25,694,245 
  109,991,490 
Entertainment - 0.3%   
Viacom, Inc. Class B (non-vtg.) 208,788 6,142,543 
Interactive Media & Services - 0.1%   
SINA Corp. (a) 36,546 2,244,655 
Media - 5.9%   
Comcast Corp. Class A 2,019,475 73,852,201 
Discovery Communications, Inc. Class A (a) 283,061 8,033,271 
DISH Network Corp. Class A (a) 131,307 4,027,186 
Liberty Broadband Corp. Class A (a) 103,083 8,738,346 
Liberty Global PLC Class A (a) 445,627 10,873,299 
News Corp. Class A 291,970 3,745,975 
Nexstar Broadcasting Group, Inc. Class A 26,044 2,173,893 
Omnicom Group, Inc. 128,462 10,004,621 
Tribune Media Co. Class A 46,858 2,151,251 
  123,600,043 
Wireless Telecommunication Services - 0.1%   
Telephone & Data Systems, Inc. 54,015 1,956,423 
TOTAL COMMUNICATION SERVICES  243,935,154 
CONSUMER DISCRETIONARY - 8.8%   
Auto Components - 0.8%   
BorgWarner, Inc. 118,812 4,859,411 
Gentex Corp. 150,833 3,194,643 
Lear Corp. 36,756 5,657,851 
The Goodyear Tire & Rubber Co. 133,892 2,837,171 
  16,549,076 
Automobiles - 2.5%   
Ford Motor Co. 2,242,367 19,732,830 
General Motors Co. 753,355 29,395,912 
Harley-Davidson, Inc. 93,479 3,445,636 
  52,574,378 
Diversified Consumer Services - 0.1%   
H&R Block, Inc. 117,755 2,777,840 
Hotels, Restaurants & Leisure - 0.5%   
Marriott Vacations Worldwide Corp. 23,779 2,105,393 
Norwegian Cruise Line Holdings Ltd. (a) 126,000 6,480,180 
Wyndham Destinations, Inc. 55,672 2,346,018 
  10,931,591 
Household Durables - 1.8%   
D.R. Horton, Inc. 195,941 7,533,931 
Lennar Corp. Class A 174,895 8,293,521 
Mohawk Industries, Inc. (a) 36,228 4,665,804 
Newell Brands, Inc. 246,746 5,233,483 
PulteGroup, Inc. 148,346 4,125,502 
Toll Brothers, Inc. 77,808 2,874,228 
Whirlpool Corp. 36,618 4,870,560 
  37,597,029 
Internet & Direct Marketing Retail - 0.2%   
Liberty Interactive Corp. QVC Group Series A (a) 240,969 5,241,076 
Multiline Retail - 1.3%   
Kohl's Corp. 94,664 6,502,470 
Macy's, Inc. 176,300 4,636,690 
Target Corp. 220,768 16,116,064 
  27,255,224 
Specialty Retail - 0.9%   
Aaron's, Inc. Class A 39,859 1,995,342 
American Eagle Outfitters, Inc. 97,911 2,067,880 
Best Buy Co., Inc. 134,392 7,961,382 
Foot Locker, Inc. 65,850 3,680,357 
Gap, Inc. 122,390 3,113,602 
  18,818,563 
Textiles, Apparel & Luxury Goods - 0.7%   
Capri Holdings Ltd. (a) 86,181 3,660,969 
PVH Corp. 43,031 4,695,112 
Ralph Lauren Corp. 31,285 3,633,440 
Skechers U.S.A., Inc. Class A (sub. vtg.) (a) 77,795 2,113,690 
  14,103,211 
TOTAL CONSUMER DISCRETIONARY  185,847,988 
CONSUMER STAPLES - 4.0%   
Beverages - 0.4%   
Molson Coors Brewing Co. Class B 107,663 7,171,432 
Food & Staples Retailing - 1.7%   
Kroger Co. 101,467 2,874,560 
Walgreens Boots Alliance, Inc. 461,277 33,331,876 
  36,206,436 
Food Products - 1.8%   
Ingredion, Inc. 40,538 4,013,262 
The J.M. Smucker Co. 65,361 6,855,062 
The Kraft Heinz Co. 356,696 17,142,810 
Tyson Foods, Inc. Class A 169,303 10,483,242 
  38,494,376 
Personal Products - 0.1%   
Coty, Inc. Class A 261,862 2,032,049 
TOTAL CONSUMER STAPLES  83,904,293 
ENERGY - 14.9%   
Energy Equipment & Services - 0.3%   
TechnipFMC PLC 244,364 5,610,597 
Oil, Gas & Consumable Fuels - 14.6%   
Chevron Corp. 682,328 78,228,905 
Cimarex Energy Co. 54,795 4,128,255 
ConocoPhillips Co. 660,610 44,716,691 
Devon Energy Corp. 268,519 7,156,031 
EQT Corp. 145,823 2,839,174 
Exxon Mobil Corp. 818,441 59,975,356 
HollyFrontier Corp. 91,493 5,154,716 
Kinder Morgan, Inc. 1,088,910 19,709,271 
Marathon Oil Corp. 477,132 7,533,914 
Marathon Petroleum Corp. 396,420 26,266,789 
Murphy Oil Corp. 93,032 2,544,425 
Newfield Exploration Co. (a) 116,424 2,128,231 
PBF Energy, Inc. Class A 68,659 2,514,293 
Phillips 66 Co. 243,436 23,226,229 
Valero Energy Corp. 243,472 21,381,711 
  307,503,991 
TOTAL ENERGY  313,114,588 
FINANCIALS - 21.3%   
Banks - 6.1%   
Bank of America Corp. 2,973,365 84,651,698 
Bank of the Ozarks, Inc. 69,112 2,096,858 
BankUnited, Inc. 59,890 2,024,881 
Citizens Financial Group, Inc. 268,399 9,104,094 
Fifth Third Bancorp 376,235 10,090,623 
FNB Corp., Pennsylvania 185,002 2,155,273 
PacWest Bancorp 69,568 2,684,629 
SunTrust Banks, Inc. 257,836 15,320,615 
  128,128,671 
Capital Markets - 4.5%   
Affiliated Managers Group, Inc. 30,187 3,168,126 
Goldman Sachs Group, Inc. 198,526 39,310,133 
Invesco Ltd. 235,744 4,295,256 
Janus Henderson Group PLC 96,955 2,116,528 
Morgan Stanley 750,212 31,733,968 
State Street Corp. 217,771 15,439,964 
  96,063,975 
Consumer Finance - 2.5%   
Ally Financial, Inc. 236,132 6,153,600 
Capital One Financial Corp. 271,695 21,895,900 
Discover Financial Services 193,170 13,037,043 
Synchrony Financial 379,254 11,392,790 
  52,479,333 
Insurance - 6.6%   
AFLAC, Inc. 437,304 20,859,401 
Allstate Corp. 197,820 17,382,443 
Assured Guaranty Ltd. 60,657 2,460,248 
Athene Holding Ltd. (a) 72,895 3,127,196 
Everest Re Group Ltd. 23,357 5,116,351 
First American Financial Corp. 64,120 3,211,130 
Lincoln National Corp. 122,548 7,167,833 
Loews Corp. 158,784 7,605,754 
MetLife, Inc. 566,366 25,865,935 
Old Republic International Corp. 163,238 3,289,246 
Principal Financial Group, Inc. 151,451 7,583,152 
Prudential Financial, Inc. 237,016 21,838,654 
Reinsurance Group of America, Inc. 35,900 5,185,755 
Torchmark Corp. 58,568 4,905,656 
Unum Group 125,388 4,358,487 
  139,957,241 
Mortgage Real Estate Investment Trusts - 1.1%   
AGNC Investment Corp. 299,504 5,364,117 
Annaly Capital Management, Inc. 754,812 7,880,237 
Chimera Investment Corp. 108,666 2,067,914 
MFA Financial, Inc. 261,223 1,914,765 
New Residential Investment Corp. 208,238 3,535,881 
Two Harbors Investment Corp. 144,151 2,103,163 
  22,866,077 
Thrifts & Mortgage Finance - 0.5%   
Essent Group Ltd. (a) 57,020 2,266,545 
MGIC Investment Corp. (a) 207,263 2,586,642 
New York Community Bancorp, Inc. 280,503 3,259,445 
Radian Group, Inc. 122,287 2,352,802 
  10,465,434 
TOTAL FINANCIALS  449,960,731 
HEALTH CARE - 10.2%   
Biotechnology - 4.3%   
Celgene Corp. (a) 401,228 35,492,629 
Gilead Sciences, Inc. 742,325 51,970,173 
United Therapeutics Corp. (a) 24,964 2,879,098 
  90,341,900 
Health Care Providers & Services - 3.9%   
Cardinal Health, Inc. 171,395 8,564,608 
CVS Health Corp. 741,988 48,637,313 
Laboratory Corp. of America Holdings (a) 58,066 8,091,497 
McKesson Corp. 112,016 14,366,052 
MEDNAX, Inc. (a) 51,960 1,876,276 
  81,535,746 
Pharmaceuticals - 2.0%   
Allergan PLC 181,916 26,192,266 
Jazz Pharmaceuticals PLC (a) 34,568 4,351,766 
Mylan NV (a) 296,613 8,883,559 
Perrigo Co. PLC 71,566 3,324,241 
  42,751,832 
TOTAL HEALTH CARE  214,629,478 
INDUSTRIALS - 6.3%   
Airlines - 2.5%   
Alaska Air Group, Inc. 70,712 4,522,032 
Delta Air Lines, Inc. 358,056 17,698,708 
JetBlue Airways Corp. (a) 174,859 3,145,713 
Southwest Airlines Co. 290,488 16,488,099 
United Continental Holdings, Inc. (a) 131,359 11,463,700 
  53,318,252 
Building Products - 1.0%   
Johnson Controls International PLC 530,155 17,903,334 
Owens Corning 62,644 3,281,919 
  21,185,253 
Construction & Engineering - 0.3%   
AECOM (a) 89,433 2,737,544 
Quanta Services, Inc. 83,629 2,955,449 
  5,692,993 
Electrical Equipment - 0.1%   
Regal Beloit Corp. 25,069 1,924,296 
Machinery - 1.6%   
AGCO Corp. 37,672 2,418,542 
Allison Transmission Holdings, Inc. 68,403 3,329,174 
Cummins, Inc. 84,767 12,470,073 
Oshkosh Corp. 41,160 3,089,058 
PACCAR, Inc. 200,522 13,138,201 
  34,445,048 
Professional Services - 0.1%   
Manpower, Inc. 35,361 2,794,580 
Road & Rail - 0.1%   
Knight-Swift Transportation Holdings, Inc. Class A 71,979 2,285,333 
Trading Companies & Distributors - 0.6%   
AerCap Holdings NV (a) 69,798 3,298,653 
Air Lease Corp. Class A 58,033 2,201,772 
United Rentals, Inc. (a) 46,358 5,806,803 
  11,307,228 
TOTAL INDUSTRIALS  132,952,983 
INFORMATION TECHNOLOGY - 16.2%   
Communications Equipment - 0.5%   
Arris International PLC (a) 93,634 2,939,171 
CommScope Holding Co., Inc. (a) 111,693 2,335,501 
Juniper Networks, Inc. 197,064 5,111,840 
  10,386,512 
Electronic Equipment & Components - 1.0%   
Arrow Electronics, Inc. (a) 49,957 3,794,234 
Avnet, Inc. 63,696 2,624,275 
Dell Technologies, Inc. (a) 85,618 4,160,179 
Flextronics International Ltd. (a) 305,484 2,938,756 
Jabil, Inc. 82,366 2,195,054 
SYNNEX Corp. 23,739 2,296,986 
Tech Data Corp. (a) 21,370 2,043,613 
  20,053,097 
IT Services - 4.0%   
Alliance Data Systems Corp. 26,813 4,761,721 
DXC Technology Co. 160,931 10,318,896 
IBM Corp. 521,501 70,100,164 
  85,180,781 
Semiconductors & Semiconductor Equipment - 8.5%   
Applied Materials, Inc. 564,086 22,044,481 
Cypress Semiconductor Corp. 207,172 2,873,476 
Intel Corp. 1,657,054 78,080,384 
Lam Research Corp. 89,052 15,101,438 
Micron Technology, Inc. (a) 642,836 24,569,192 
MKS Instruments, Inc. 30,930 2,524,816 
NXP Semiconductors NV 197,215 17,163,621 
ON Semiconductor Corp. (a) 241,278 4,835,211 
Qorvo, Inc. (a) 71,624 4,681,345 
Skyworks Solutions, Inc. 101,949 7,446,355 
  179,320,319 
Software - 0.7%   
LogMeIn, Inc. 29,191 2,715,347 
Microsoft Corp. 47,996 5,012,222 
VMware, Inc. Class A 43,604 6,587,256 
  14,314,825 
Technology Hardware, Storage & Peripherals - 1.5%   
Hewlett Packard Enterprise Co. 815,688 12,716,576 
NCR Corp. (a) 68,684 1,837,297 
Seagate Technology LLC 149,647 6,626,369 
Western Digital Corp. 166,418 7,487,146 
Xerox Corp. 118,618 3,346,214 
  32,013,602 
TOTAL INFORMATION TECHNOLOGY  341,269,136 
MATERIALS - 4.8%   
Chemicals - 2.1%   
Celanese Corp. Class A 76,896 7,363,561 
Eastman Chemical Co. 80,102 6,457,823 
Huntsman Corp. 122,720 2,696,158 
LyondellBasell Industries NV Class A 180,506 15,698,607 
Olin Corp. 96,945 2,288,871 
The Chemours Co. LLC 98,013 3,503,965 
The Mosaic Co. 204,110 6,588,671 
  44,597,656 
Construction Materials - 0.1%   
nVent Electric PLC 93,429 2,337,594 
Containers & Packaging - 0.9%   
International Paper Co. 232,269 11,016,519 
Owens-Illinois, Inc. 92,217 1,850,795 
WestRock Co. 145,656 5,929,656 
  18,796,970 
Metals & Mining - 1.6%   
Alcoa Corp. (a) 106,822 3,170,477 
Freeport-McMoRan, Inc. 833,682 9,704,058 
Nucor Corp. 180,350 11,044,634 
Reliance Steel & Aluminum Co. 40,276 3,297,799 
Steel Dynamics, Inc. 131,539 4,813,012 
United States Steel Corp. 101,514 2,288,126 
  34,318,106 
Paper & Forest Products - 0.1%   
Louisiana-Pacific Corp. 82,036 2,000,038 
TOTAL MATERIALS  102,050,364 
REAL ESTATE - 0.4%   
Equity Real Estate Investment Trusts (REITs) - 0.4%   
Medical Properties Trust, Inc. 207,823 3,782,379 
Sabra Health Care REIT, Inc. 103,598 2,127,903 
Senior Housing Properties Trust (SBI) 138,141 1,902,202 
  7,812,484 
UTILITIES - 1.5%   
Electric Utilities - 1.5%   
Exelon Corp. 554,777 26,496,150 
Vistra Energy Corp. (a) 226,129 5,678,099 
  32,174,249 
TOTAL COMMON STOCKS   
(Cost $2,199,522,589)  2,107,651,448 
Money Market Funds - 0.0%   
Fidelity Cash Central Fund, 2.43% (b)   
(Cost $471) 471 471 
TOTAL INVESTMENT IN SECURITIES - 100.0%   
(Cost $2,199,523,060)  2,107,651,919 
NET OTHER ASSETS (LIABILITIES) - 0.0%  (320,798) 
NET ASSETS - 100%  $2,107,331,121 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Equity Index Contracts      
CME E-mini S&P 500 Index Contracts (United States) March 2019 $270,450 $35,290 $35,290 

The notional amount of futures purchased as a percentage of Net Assets is 0.0%

Legend

 (a) Non-income producing

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

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 $83,031 
Fidelity Securities Lending Cash Central Fund 13,721 
Total $96,752 

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

Investment Valuation

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

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of January 31, 2019. 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) $35,290 $0 
Total Equity Risk 35,290 
Total Value of Derivatives $35,290 $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 on futures contracts, 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

  January 31, 2019 (Unaudited) 
Assets   
Investment in securities, at value — See accompanying schedule:
Unaffiliated issuers (cost $2,199,522,589) 
$2,107,651,448  
Fidelity Central Funds (cost $471) 471  
Total Investment in Securities (cost $2,199,523,060)  $2,107,651,919 
Segregated cash with brokers for derivative instruments  48,000 
Receivable for fund shares sold  736,044 
Dividends receivable  3,961,275 
Distributions receivable from Fidelity Central Funds  3,276 
Receivable for daily variation margin on futures contracts  6,573 
Prepaid expenses  2,382 
Receivable from investment adviser for expense reductions  122,339 
Other receivables  133 
Total assets  2,112,531,941 
Liabilities   
Payable for fund shares redeemed $1,908,272  
Accrued management fee 173,196  
Notes payable to affiliates 2,874,000  
Other affiliated payables 173,332  
Other payables and accrued expenses 72,020  
Total liabilities  5,200,820 
Net Assets  $2,107,331,121 
Net Assets consist of:   
Paid in capital  $2,234,956,636 
Total distributable earnings (loss)  (127,625,515) 
Net Assets, for 221,196,940 shares outstanding  $2,107,331,121 
Net Asset Value, offering price and redemption price per share ($2,107,331,121 ÷ 221,196,940 shares)  $9.53 

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


Statement of Operations

  Six months ended January 31, 2019 (Unaudited) 
Investment Income   
Dividends  $26,077,269 
Interest  2,246 
Income from Fidelity Central Funds  96,752 
Total income  26,176,267 
Expenses   
Management fee $985,819  
Transfer agent fees 739,364  
Accounting and security lending fees 249,954  
Custodian fees and expenses 17,941  
Independent trustees' fees and expenses 4,768  
Registration fees 91,128  
Audit 28,792  
Legal 1,186  
Interest 16,190  
Miscellaneous 5,982  
Total expenses before reductions 2,141,124  
Expense reductions (639,262)  
Total expenses after reductions  1,501,862 
Net investment income (loss)  24,674,405 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers (2,207,063)  
Fidelity Central Funds (19)  
Futures contracts 244,953  
Total net realized gain (loss)  (1,962,129) 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers (100,440,263)  
Fidelity Central Funds 10  
Futures contracts (45,732)  
Total change in net unrealized appreciation (depreciation)  (100,485,985) 
Net gain (loss)  (102,448,114) 
Net increase (decrease) in net assets resulting from operations  $(77,773,709) 

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


Statement of Changes in Net Assets

 Six months ended January 31, 2019 (Unaudited) For the period
December 19, 2017 (commencement of operations) to July 31, 2018 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $24,674,405 $19,379,496 
Net realized gain (loss) (1,962,129) (7,947,534) 
Change in net unrealized appreciation (depreciation) (100,485,985) 8,650,134 
Net increase (decrease) in net assets resulting from operations (77,773,709) 20,082,096 
Distributions to shareholders (66,034,772) – 
Distributions to shareholders from net investment income – (700) 
Total distributions (66,034,772) (700) 
Share transactions   
Proceeds from sales of shares 600,859,279 2,468,109,589 
Reinvestment of distributions 26,777,127 700 
Cost of shares redeemed (334,653,352) (530,035,137) 
Net increase (decrease) in net assets resulting from share transactions 292,983,054 1,938,075,152 
Total increase (decrease) in net assets 149,174,573 1,958,156,548 
Net Assets   
Beginning of period 1,958,156,548 – 
End of period $2,107,331,121 $1,958,156,548 
Other Information   
Undistributed net investment income end of period  $17,155,588 
Shares   
Sold 65,080,298 241,696,338 
Issued in reinvestment of distributions 2,944,380 70 
Redeemed (35,753,135) (52,771,011) 
Net increase (decrease) 32,271,543 188,925,397 

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


Financial Highlights

Fidelity SAI U.S. Value Index Fund

 Six months ended (Unaudited) January 31, Years endedJuly 31, 
 2019 2018 A 
Selected Per–Share Data   
Net asset value, beginning of period $10.36 $10.00 
Income from Investment Operations   
Net investment income (loss)B .12 .14 
Net realized and unrealized gain (loss) (.62) .23 
Total from investment operations (.50) .37 
Distributions from net investment income (.19) (.01) 
Distributions from net realized gain (.14) – 
Total distributions (.33) (.01) 
Net asset value, end of period $9.53 $10.36 
Total ReturnC,D (4.69)% 3.67% 
Ratios to Average Net AssetsE,F   
Expenses before reductions .22%G .28%G 
Expenses net of fee waivers, if any .15%G .15%G 
Expenses net of all reductions .15%G .15%G 
Net investment income (loss) 2.50%G 2.20%G 
Supplemental Data   
Net assets, end of period (000 omitted) $2,107,331 $1,958,157 
Portfolio turnover rateH 85%G 113%G 

 A For the period December 19, 2017 (commencement of operations) to July 31, 2018.

 B Calculated based on average shares outstanding during the period.

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

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

 E 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 (Unaudited)

For the period ended January 31, 2019

1. Organization.

Fidelity SAI U.S. Value 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 are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

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

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

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

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

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

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 January 31, 2019 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. Certain distributions received by the Fund represent a return of capital or capital gain. The Fund determines the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable.

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. 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, market discount and losses deferred due to wash sales.

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

Gross unrealized appreciation $77,605,997 
Gross unrealized depreciation (204,781,307) 
Net unrealized appreciation (depreciation) $(127,175,310) 
Tax cost $2,234,862,519 

Due to large subscriptions in January 2018, a portion of the fund's unrealized losses/depreciation may be subject to limitation if realized in the fiscal year ending 7/31/19. Due to this limitation up to $7,024,804 of losses realized in fiscal year ending 7/31/19 may not be available to offset capital gains of the fund until the fiscal year ending 7/31/20.

New Rule Issuance. During August 2018, the U.S. Securities and Exchange Commission issued Final Rule Release No. 33-10532, Disclosure Update and Simplification. This Final Rule includes amendments specific to registered investment companies that are intended to eliminate overlap in disclosure requirements between Regulation S-X and GAAP. In accordance with these amendments, certain line-items in the Fund's financial statements have been combined or removed for the current period as outlined in the table below.

Financial Statement Current Line-Item Presentation (As Applicable) Prior Line-Item Presentation (As Applicable) 
Statement of Assets and Liabilities Total distributable earnings (loss) Undistributed/Distributions in excess of/Accumulated net investment income (loss)
Accumulated/Undistributed net realized gain (loss)
Net unrealized appreciation (depreciation) 
Statement of Changes in Net Assets N/A - removed Undistributed/Distributions in excess of/Accumulated net investment income (loss) end of period 
Statement of Changes in Net Assets Distributions to shareholders Distributions to shareholders from net investment income
Distributions to shareholders from net realized gain 

4. Derivative Instruments.

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

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

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

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

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

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

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

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

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,110,745,932 and $847,081,559, 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. For the period, the fees were equivalent to an annualized rate of .03%.

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. Any open loans, including accrued interest, at period end are presented under the caption "Notes payable to affiliates" in the Fund's Statement of Assets and Liabilities. 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 $10,564,714 2.63% $16,190 

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 $2,579 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. The Fund or borrower may terminate the loan at any time, and if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. At period end, there were no security loans outstanding. 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 $13,721. During the period, there were no securities loaned to FCM.

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, 2019. Some expenses, for example the compensation of the independent Trustees, and certain miscellaneous expenses such as proxy and shareholder meeting expenses, are excluded from this reimbursement. During the period this reimbursement reduced the Fund's expenses by $639,262.

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 Fidelity U.S. Total Stock Fund was the owner of record of approximately 39% of the total outstanding shares of the Fund.

Shareholder Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds 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 (August 1, 2018 to January 31, 2019).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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
August 1, 2018 
Ending
Account Value
January 31, 2019 
Expenses Paid
During Period-B
August 1, 2018
to January 31, 2019 
Actual .15% $1,000.00 $953.10 $.74 
Hypothetical-C  $1,000.00 $1,024.45 $.77 

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

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

 C 5% return per year before expenses.





Fidelity Investments

USV-SANN-0319
1.9885516.101



Item 2.

Code of Ethics


Not applicable.

 

Item 3.

Audit Committee Financial Expert


Not applicable.


Item 4.

Principal Accountant Fees and Services


Not applicable.


Item 5.

Audit Committee of Listed Registrants


Not applicable.


Item 6.  

Investments


(a)

Not applicable.


(b)

Not applicable


Item 7.

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies


Not applicable.


Item 8.

Portfolio Managers of Closed-End Management Investment Companies


Not applicable.


Item 9.  

Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers


Not applicable.


Item 10.

Submission of Matters to a Vote of Security Holders


There were no material changes to the procedures by which shareholders may recommend nominees to the Fidelity Salem Street Trusts Board of Trustees.


Item 11.

Controls and Procedures


(a)(i)  The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Salem Street Trusts (the Trust) disclosure controls and procedures (as



defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.


(a)(ii)  There was no change in the Trusts internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trusts internal control over financial reporting.


Item 12.

Disclosure of Securities Lending Activities for Closed-End Management

Investment Companies


Not applicable.



Item 13.

Exhibits


(a)

(1)

Not applicable.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)


Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Fidelity Salem Street Trust



By:

/s/Laura M. Del Prato


Laura M. Del Prato


President and Treasurer



Date:

March 26, 2019


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



By:

/s/Laura M. Del Prato


Laura M. Del Prato


President and Treasurer



Date:

March 26, 2019



By:

/s/John J. Burke III


John J. Burke III


Chief Financial Officer



Date:

March 26, 2019