N-CSR 1 filing836.htm PRIMARY DOCUMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES


Investment Company Act file number   811-2105  


Fidelity Salem Street Trust

 (Exact name of registrant as specified in charter)


245 Summer St., Boston, Massachusetts  02210

 (Address of principal executive offices)       (Zip code)


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:

July 31, 2019


Item 1.

Reports to Stockholders







Fidelity® Real Estate Index Fund



Annual Report

July 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 
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Advisor Sold Accounts Serviced by Fidelity: institutional.fidelity.com 1-877-208-0098 


Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts


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-PORT. Forms N-PORT are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-PORT may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended July 31, 2019 Past 1 year Past 5 years Life of fundA 
Fidelity® Real Estate Index Fund 10.84% 7.87% 9.96% 

 A From September 8, 2011

$10,000 Over Life of Fund

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

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


Period Ending Values

$21,171Fidelity® Real Estate Index Fund

$21,290Dow Jones U.S. Select Real Estate Securities Index℠

Management's Discussion of Fund Performance

Market Recap:  The U.S. equity bellwether S&P 500® index gained 7.99% for the 12 months ending July 31, 2019, beginning the new year on a high note after enduring a historically volatile final quarter of 2018. Upbeat company earnings/outlooks and signs the Federal Reserve may pause on rates boosted stocks to an all-time high on April 30. In May, however, volatility spiked and stocks returned -6.35% for the month amid the Fed’s decision to hold interest rates steady and signal that it had little appetite to adjust them any time soon, as well as retaliatory tariffs imposed on the U.S. by China. The downtrend was similar to late 2018, when many investors fled from risk assets on elevated concerns about future economic growth, global trade and tighter monetary policy. The bull market roared back in June, with the S&P 500® rising 7.05%, and recorded a series of all-time highs in a productive July (+1.44%). For the full 12 months, growth stocks outpaced value, while large-caps handily bested small-caps. By sector, information technology (+19%) led the way, boosted by continued strength in software & services (+26%), the market’s largest industry segment. Three defensive groups also stood out – real estate (+18%), utilities (+17%) and consumer staples (+15%) – followed by consumer discretionary (+10%) and communication services (+8%). In contrast, energy (-16%) was by far the weakest sector. Other notable laggards included materials (0%), financials (+3%), industrials (+4%) and health care (+4%).

Comments from the Geode Capital Management, LLC, passive equity index team:  For the fiscal year, the fund gained 10.84%, performing roughly in line with the 10.89% increase in the Dow Jones U.S. Select Real Estate Securities Index℠. In what was a generally strong year of performance for the real estate investment trust (REIT) asset class, it was the health care (+26%) and residential (+24%) groups that led the way. On the other hand, hotel (-13%) and retail REITs (-3%) struggled due to mounting investor concerns about a slowing U.S. economy. On an individual basis, Prologis (+27%) was a significant contributor as this, and other industrial REITs, continued to benefit from strong demand for specialized distribution facilities serving the needs of e-commerce companies. Shares of Welltower, the largest health care REIT in the index, rose about 39% the past 12 months, easily outpacing the broader health care segment. Meanwhile, apartment REITs Equity Residential (+24%) and AvalonBay Communities (+22%) continued to benefit from industry trends boosting demand for apartments, while the stock of self-storage REIT Public Storage (+16%) gained on investors' hopes for improving industry fundamentals. In contrast, retail REITs struggled amid continued concern about competition from e-commerce outlets. In particular, mall owners Macerich (-40%) and Simon Property Group (-4%) were large detractors within this group. Another notable laggard was Senior Housing Properties Trust (-50%), an owner of retirement communities that was hurt by the company's large amount of debt and significant financial trouble for one of its major tenants during the period.

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

Note to shareholders:  On March 22, 2019, Pat Waddell retired and is no longer a portfolio manager with Geode Capital Management.

Investment Summary (Unaudited)

Top Ten Stocks as of July 31, 2019

 % of fund's net assets 
Prologis, Inc. 7.3 
Simon Property Group, Inc. 7.2 
Public Storage 5.2 
Welltower, Inc. 4.8 
Equity Residential (SBI) 4.2 
AvalonBay Communities, Inc. 4.2 
Ventas, Inc. 3.5 
Digital Realty Trust, Inc. 3.4 
Boston Properties, Inc. 2.9 
Essex Property Trust, Inc. 2.8 
 45.5 

Top Five REIT Sectors as of July 31, 2019

 % of fund's net assets 
REITs - Apartments 21.2 
REITs - Health Care 11.9 
REITs - Office Property 11.3 
REITs - Diversified 10.0 
REITs - Warehouse/Industrial 9.6 

Asset Allocation (% of fund's net assets)

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


Schedule of Investments July 31, 2019

Showing Percentage of Net Assets

Common Stocks - 99.7%   
 Shares Value 
Equity Real Estate Investment Trusts (REITs) - 99.6%   
REITs - Apartments - 21.2%   
American Campus Communities, Inc. 443,897 $20,752,185 
American Homes 4 Rent Class A 841,568 20,374,361 
Apartment Investment & Management Co. Class A 481,276 23,842,413 
AvalonBay Communities, Inc. 450,823 94,127,334 
Camden Property Trust (SBI) 312,649 32,424,828 
Equity Residential (SBI) 1,198,053 94,514,401 
Essex Property Trust, Inc. 212,530 64,230,817 
Front Yard Residential Corp. Class B 157,479 1,891,323 
Independence Realty Trust, Inc. 290,419 3,586,675 
Invitation Homes, Inc. 1,358,360 37,314,149 
Mid-America Apartment Communities, Inc. 368,651 43,441,800 
UDR, Inc. 911,250 41,972,175 
  478,472,461 
REITs - Diversified - 10.0%   
Apple Hospitality (REIT), Inc. 680,476 10,690,278 
CorePoint Lodging, Inc. 125,626 1,473,593 
Cousins Properties, Inc. 469,991 16,534,283 
Digital Realty Trust, Inc. 673,618 77,034,954 
Duke Realty Corp. 1,162,408 38,743,059 
Liberty Property Trust (SBI) 479,532 25,079,524 
NorthStar Realty Europe Corp. 162,196 2,757,332 
PS Business Parks, Inc. 64,729 11,327,575 
Vornado Realty Trust 561,350 36,106,032 
Washington REIT (SBI) 259,101 6,982,772 
  226,729,402 
REITs - Health Care - 11.9%   
HCP, Inc. 1,545,822 49,358,096 
Healthcare Realty Trust, Inc. 417,852 13,362,907 
LTC Properties, Inc. 128,738 5,933,534 
Senior Housing Properties Trust (SBI) 769,985 6,313,877 
Universal Health Realty Income Trust (SBI) 40,771 3,757,455 
Ventas, Inc. 1,194,728 80,393,247 
Welltower, Inc. 1,309,633 108,856,695 
  267,975,811 
REITs - Hotels - 6.4%   
Ashford Hospitality Trust, Inc. 283,103 767,209 
Chatham Lodging Trust 150,690 2,691,323 
Chesapeake Lodging Trust 196,961 5,410,519 
DiamondRock Hospitality Co. 652,363 6,569,295 
Hersha Hospitality Trust 116,268 1,816,106 
Hospitality Properties Trust (SBI) 531,758 13,139,740 
Host Hotels & Resorts, Inc. 2,396,150 41,669,049 
Park Hotels & Resorts, Inc. 651,949 17,217,973 
Pebblebrook Hotel Trust 422,536 11,826,783 
RLJ Lodging Trust 561,631 9,704,984 
Ryman Hospitality Properties, Inc. 166,361 12,477,075 
Summit Hotel Properties, Inc. 339,134 3,767,779 
Sunstone Hotel Investors, Inc. 739,414 9,767,659 
Xenia Hotels & Resorts, Inc. 364,520 7,811,664 
  144,637,158 
REITs - Management/Investment - 1.0%   
American Assets Trust, Inc. 152,620 7,081,568 
Empire State Realty Trust, Inc. 461,851 6,470,533 
Retail Properties America, Inc. 690,992 8,402,463 
  21,954,564 
REITs - Manufactured Homes - 3.3%   
Equity Lifestyle Properties, Inc. 290,832 36,135,876 
Sun Communities, Inc. 291,665 38,736,029 
  74,871,905 
REITs - Office Buildings - 0.2%   
Government Properties Income Trust (a) 155,037 4,367,392 
REITs - Office Property - 11.3%   
Boston Properties, Inc. 499,746 66,441,231 
Brandywine Realty Trust (SBI) 569,852 8,405,317 
Columbia Property Trust, Inc. 378,154 8,292,917 
Corporate Office Properties Trust (SBI) 361,922 10,104,862 
Douglas Emmett, Inc. 523,171 21,355,840 
Easterly Government Properties, Inc. 219,687 4,145,494 
Equity Commonwealth 394,121 13,234,583 
Franklin Street Properties Corp. 346,438 2,792,290 
Highwoods Properties, Inc. (SBI) 335,341 15,201,008 
Hudson Pacific Properties, Inc. 499,293 17,625,043 
JBG SMITH Properties 390,313 15,272,948 
Kilroy Realty Corp. 326,564 25,948,775 
Mack-Cali Realty Corp. 292,494 6,955,507 
Paramount Group, Inc. 652,259 9,020,742 
Piedmont Office Realty Trust, Inc. Class A 406,311 8,455,332 
SL Green Realty Corp. 272,722 22,112,300 
  255,364,189 
REITs - Regional Malls - 8.3%   
CBL & Associates Properties, Inc. (a) 559,172 587,131 
Pennsylvania Real Estate Investment Trust (SBI) (a) 192,064 1,148,543 
Simon Property Group, Inc. 999,294 162,085,487 
Tanger Factory Outlet Centers, Inc. (a) 305,304 4,848,228 
Taubman Centers, Inc. 197,936 8,020,367 
The Macerich Co. (a) 342,581 11,322,302 
  188,012,058 
REITs - Shopping Centers - 7.3%   
Acadia Realty Trust (SBI) 267,885 7,519,532 
Brixmor Property Group, Inc. 963,732 18,291,633 
DDR Corp. 461,944 6,582,702 
Federal Realty Investment Trust (SBI) 242,245 31,978,762 
Kimco Realty Corp. 1,364,938 26,220,459 
Kite Realty Group Trust 272,410 4,334,043 
Ramco-Gershenson Properties Trust (SBI) 258,975 3,172,444 
Regency Centers Corp. 540,441 36,047,415 
Retail Opportunity Investments Corp. 370,155 6,714,612 
Seritage Growth Properties (a) 89,782 3,750,194 
Urban Edge Properties 389,882 6,522,726 
Washington Prime Group, Inc. (a) 601,194 2,182,334 
Weingarten Realty Investors (SBI) 386,821 10,796,174 
  164,113,030 
REITs - Storage - 9.1%   
CubeSmart 609,482 20,691,914 
Extra Space Storage, Inc. 412,189 46,325,922 
Life Storage, Inc. 150,786 14,700,127 
National Storage Affiliates Trust 184,366 5,584,446 
Public Storage 485,394 117,834,247 
  205,136,656 
REITs - Warehouse/Industrial - 9.6%   
EastGroup Properties, Inc. 118,864 14,320,735 
First Industrial Realty Trust, Inc. 409,070 15,622,383 
Prologis, Inc. 2,040,113 164,453,506 
QTS Realty Trust, Inc. Class A 179,120 8,289,674 
Rexford Industrial Realty, Inc. 336,475 13,930,065 
  216,616,363 
TOTAL EQUITY REAL ESTATE INVESTMENT TRUSTS (REITS)  2,248,250,989 
Real Estate Management & Development - 0.1%   
Real Estate Services - 0.1%   
Retail Value, Inc. 50,941 1,917,419 
TOTAL COMMON STOCKS   
(Cost $2,046,203,754)  2,250,168,408 
 Principal Amount Value 
U.S. Treasury Obligations - 0.1%   
U.S. Treasury Bills, yield at date of purchase 2.41% 9/12/19 (b)   
(Cost $698,056) 700,000 698,417 
 Shares Value 
Money Market Funds - 1.6%   
Fidelity Cash Central Fund 2.43% (c) 9,969,381 $9,971,375 
Fidelity Securities Lending Cash Central Fund 2.43% (c)(d) 26,480,367 26,483,015 
TOTAL MONEY MARKET FUNDS   
(Cost $36,454,390)  36,454,390 
TOTAL INVESTMENT IN SECURITIES - 101.4%   
(Cost $2,083,356,200)  2,287,321,215 
NET OTHER ASSETS (LIABILITIES) - (1.4)%  (30,826,046) 
NET ASSETS - 100%  $2,256,495,169 

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) 36 Sept. 2019 $5,368,140 $141,227 $141,227 

The notional amount of futures purchased as a percentage of Net Assets is 0.2%

Legend

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

 (b) 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 $469,935.

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

 (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 $155,862 
Fidelity Securities Lending Cash Central Fund 53,607 
Total $209,469 

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. Amount for Fidelity Securities Lending Cash Central Fund 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.

Investment Valuation

The following is a summary of the inputs used, as of July 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 $2,250,168,408 $2,250,168,408 $-- $-- 
U.S. Treasury Obligations 698,417 -- 698,417 -- 
Money Market Funds 36,454,390 36,454,390 -- -- 
Total Investments in Securities: $2,287,321,215 $2,286,622,798 $698,417 $-- 
Derivative Instruments:     
Assets     
Futures Contracts $141,227 $141,227 $-- $-- 
Total Assets $141,227 $141,227 $-- $-- 
Total Derivative Instruments: $141,227 $141,227 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of July 31, 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) $141,227 $0 
Total Equity Risk 141,227 
Total Value of Derivatives $141,227 $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 distributable earnings.

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


Financial Statements

Statement of Assets and Liabilities

  July 31, 2019 
Assets   
Investment in securities, at value (including securities loaned of $25,284,529) — See accompanying schedule:
Unaffiliated issuers (cost $2,046,901,810) 
$2,250,866,825  
Fidelity Central Funds (cost $36,454,390) 36,454,390  
Total Investment in Securities (cost $2,083,356,200)  $2,287,321,215 
Receivable for fund shares sold  3,131,370 
Dividends receivable  641,222 
Distributions receivable from Fidelity Central Funds  27,226 
Total assets  2,291,121,033 
Liabilities   
Payable for investments purchased $6,956,509  
Payable for fund shares redeemed 935,807  
Accrued management fee 129,833  
Payable for daily variation margin on futures contracts 114,815  
Collateral on securities loaned 26,488,900  
Total liabilities  34,625,864 
Net Assets  $2,256,495,169 
Net Assets consist of:   
Paid in capital  $2,035,595,735 
Total distributable earnings (loss)  220,899,434 
Net Assets  $2,256,495,169 
Net Asset Value and Maximum Offering Price   
Net Asset Value, offering price and redemption price per share ($2,256,495,169 ÷ 134,192,855 shares)  $16.82 

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


Statement of Operations

  Year ended July 31, 2019 
Investment Income   
Dividends  $57,954,580 
Interest  8,829 
Income from Fidelity Central Funds (including $53,607 from security lending)  209,469 
Total income  58,172,878 
Expenses   
Management fee $1,196,611  
Independent trustees' fees and expenses 7,123  
Interest 2,858  
Miscellaneous 4,370  
Total expenses before reductions 1,210,962  
Expense reductions (186)  
Total expenses after reductions  1,210,776 
Net investment income (loss)  56,962,102 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 18,935,860  
Fidelity Central Funds (3)  
Futures contracts 279,501  
Total net realized gain (loss)  19,215,358 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 110,471,073  
Futures contracts 65,932  
Total change in net unrealized appreciation (depreciation)  110,537,005 
Net gain (loss)  129,752,363 
Net increase (decrease) in net assets resulting from operations  $186,714,465 

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


Statement of Changes in Net Assets

 Year ended July 31, 2019 Year ended July 31, 2018 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $56,962,102 $33,316,737 
Net realized gain (loss) 19,215,358 6,326,241 
Change in net unrealized appreciation (depreciation) 110,537,005 13,515,625 
Net increase (decrease) in net assets resulting from operations 186,714,465 53,158,603 
Distributions to shareholders (60,280,960) – 
Distributions to shareholders from net investment income – (30,389,560) 
Distributions to shareholders from net realized gain – (5,602,968) 
Total distributions (60,280,960) (35,992,528) 
Share transactions - net increase (decrease) 762,656,425 363,151,944 
Redemption fees – 27,089 
Total increase (decrease) in net assets 889,089,930 380,345,108 
Net Assets   
Beginning of period 1,367,405,239 987,060,131 
End of period $2,256,495,169 $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

Years ended July 31, 2019 2018 2017 2016 2015 
Selected Per–Share Data      
Net asset value, beginning of period $15.76 $15.70 $17.28 $14.69 $13.60 
Income from Investment Operations      
Net investment income (loss)A .53 .46 .39 .41 .36 
Net realized and unrealized gain (loss) 1.13 .13 (1.37) 2.56 1.15 
Total from investment operations 1.66 .59 (.98) 2.97 1.51 
Distributions from net investment income (.50) (.44) (.39) (.38) (.34) 
Distributions from net realized gain (.10) (.09) (.21) – (.09) 
Total distributions (.60) (.53) (.60) (.38) (.43) 
Redemption fees added to paid in capitalA – B B B .01 
Net asset value, end of period $16.82 $15.76 $15.70 $17.28 $14.69 
Total ReturnC 10.84% 3.90% (5.61)% 20.71% 11.29% 
Ratios to Average Net AssetsD,E      
Expenses before reductions .07% .07% .07% .14% .15% 
Expenses net of fee waivers, if any .07% .07% .07% .07% .07% 
Expenses net of all reductions .07% .07% .07% .07% .07% 
Net investment income (loss) 3.33% 3.12% 2.49% 2.69% 2.43% 
Supplemental Data      
Net assets, end of period (000 omitted) $2,256,495 $380,099 $45,866 $19,098 $13,484 
Portfolio turnover rateF 10% 6% 8% 5% 12% 

 A Calculated based on average shares outstanding during the period.

 B Amount represents less than $.005 per share.

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

 D 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.

 E 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.

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

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


Notes to Financial Statements

For the period ended July 31, 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 after the close of business November 2, 2018, the Fund's publicly offered shares classes were consolidated into a single share class. The surviving class is Fidelity Real Estate Index Fund (formerly Institutional Class). All current fiscal period dollar and share amounts for the classes that closed, which are presented in the Notes to Financial Statements, are for the period August 1, 2018 through November 2, 2018.

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 ranged from less than .005% to .01%.

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

3. Significant Accounting Policies.

The 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 yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of July 31, 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.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2019, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

Book-tax differences are primarily due to short-term capital gains, 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 $301,446,597 
Gross unrealized depreciation (109,818,624) 
Net unrealized appreciation (depreciation) $191,627,973 
Tax Cost $2,095,693,242 

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

Undistributed ordinary income $14,612,423 
Undistributed long-term capital gain $14,659,037 
Net unrealized appreciation (depreciation) on securities and other investments $191,627,973 

The tax character of distributions paid was as follows:

 July 31, 2019 July 31, 2018 
Ordinary Income $51,233,791 $ 30,389,560 
Long-term Capital Gains 9,047,169 5,602,968 
Total $60,280,960 $ 35,992,528 

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 
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 $958,010,571 and $169,165,456, 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% 

During July 2019, the Board approved to change the management fee structure for the Fund from a flat fee to unitary fee effective August 1, 2019, which will eliminate the need for a separate expense contract. There will be no change to the total expenses paid by the shareholders of the Fund.

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 $7,883,400 2.61% $2,858 

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 $4,362 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 from time to time in order to earn additional income. For equity securities, lending agents are used, including National Financial Services (NFS), an affiliate of the Fund. Pursuant to a securities lending agreement, NFS will receive a fee, which is capped at 9.9% of daily lending revenue, for its services as lending agent. The Fund may lend securities to certain qualified borrowers, including NFS. 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. At period end, there were no security loans outstanding with NFS, as affiliated borrower. 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, and includes $5,382 from securities loaned to NFS, as affiliated borrower.

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 expenses by $186.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Year ended
July 31, 2019 
Year ended
July 31, 2018 
Distributions to shareholders   
Investor Class $427,706 $– 
Premium Class 11,530,768 – 
Fidelity Real Estate Index Fund 48,322,486 – 
Total $60,280,960 $ - 
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 
 Year ended July 31, 2019 Year ended July 31, 2018 Year ended July 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 127,547,047 24,133,975 $1,986,947,471 $368,690,381 
Reinvestment of distributions 2,719,968 325,615 43,119,946 4,924,698 
Shares redeemed (20,192,675) (3,262,703) (324,179,750) (49,131,985) 
Net increase (decrease) 110,074,340 21,196,887 $1,705,887,667 $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.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of Fidelity Real Estate Index Fund (the "Fund"), a fund of Fidelity Salem Street Trust, including the schedule of investments, as of July 31, 2019, the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of July 31, 2019, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of July 31, 2019, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

September 12, 2019


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

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Except for Jonathan Chiel, each of the Trustees oversees 276 funds. Mr. Chiel oversees 170 funds. 

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Jonathan Chiel (1957)

Year of Election or Appointment: 2016

Trustee

Mr. Chiel also serves as Trustee of other Fidelity® funds. Mr. Chiel is Executive Vice President and General Counsel for FMR LLC (diversified financial services company, 2012-present). Previously, Mr. Chiel served as general counsel (2004-2012) and senior vice president and deputy general counsel (2000-2004) for John Hancock Financial Services; a partner with Choate, Hall & Stewart (1996-2000) (law firm); and an Assistant United States Attorney for the United States Attorney’s Office of the District of Massachusetts (1986-95), including Chief of the Criminal Division (1993-1995). Mr. Chiel is a director on the boards of the Boston Bar Foundation and the Maimonides School.

Abigail P. Johnson (1961)

Year of Election or Appointment: 2009

Trustee

Chairman of the Board of Trustees

Ms. Johnson also serves as Trustee of other Fidelity® funds. Ms. Johnson serves as Chairman (2016-present), Chief Executive Officer (2014-present), and Director (2007-present) of FMR LLC (diversified financial services company), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (investment adviser firm, 2011-present) and Chairman and Director of FMR (investment adviser firm, 2011-present). Previously, Ms. Johnson served as Vice Chairman (2007-2016) and President (2013-2016) of FMR LLC, President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc. (investment adviser firm), and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity® funds (2001-2005), and managed a number of Fidelity® funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

Jennifer Toolin McAuliffe (1959)

Year of Election or Appointment: 2016

Trustee

Ms. McAuliffe also serves as Trustee of other Fidelity® funds. Ms. McAuliffe previously served as a Member of the Advisory Board of certain Fidelity® funds (2016) and as Co-Head of Fixed Income of Fidelity Investments Limited (now known as FIL Limited (FIL)) (diversified financial services company). Earlier roles at FIL included Director of Research for FIL’s credit and quantitative teams in London, Hong Kong and Tokyo. Ms. McAuliffe also was the Director of Research for taxable and municipal bonds at Fidelity Investments Money Management, Inc. Ms. McAuliffe is also a director or trustee of several not-for-profit entities.

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

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

Independent Trustees:

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

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

Elizabeth S. Acton (1951)

Year of Election or Appointment: 2013

Trustee

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

Ann E. Dunwoody (1953)

Year of Election or Appointment: 2018

Trustee

General Dunwoody also serves as Trustee of other Fidelity® funds. General Dunwoody (United States Army, Retired) was the first woman in U.S. military history to achieve the rank of four-star general and prior to her retirement in 2012 held a variety of positions within the U.S. Army, including Commanding General, U.S. Army Material Command (2008-2012). She is the President of First to Four LLC (leadership and mentoring services, 2012-present). She also serves as a member of the Board of Directors and Nominating and Corporate Governance Committee of L3 Technologies, Inc. (communication, electronic, sensor, and aerospace systems, 2013-present), Board of Directors and Nomination and Corporate Governance Committees of Kforce Inc. (professional staffing services, 2016-present) and Board of Directors of Automattic Inc. (software engineering, 2018-present). Previously, General Dunwoody served as a Member of the Advisory Board of certain Fidelity® funds (2018), a member of the Board of Directors and Audit and Sustainability and Corporate Responsibility Committees of Republic Services, Inc. (waste collection, disposal and recycling, 2013-2016). Ms. Dunwoody also serves on several boards for non-profit organizations, including as a member of the Board of Directors, Chair of the Nomination and Governance Committee and member of the Audit Committee of Logistics Management Institute (consulting non-profit, 2012-present), a member of the Board of Directors of the Army Historical Foundation (2015-present), a member of the Council of Trustees for the Association of the United States Army (advocacy non-profit, 2013-present) and a member of the Board of Trustees of Florida Institute of Technology (2015-present) and ThanksUSA (military family education non-profit, 2014-present).

John Engler (1948)

Year of Election or Appointment: 2014

Trustee

Mr. Engler also serves as Trustee of other Fidelity® funds. He serves on the board of directors for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present) and K12 Inc. (technology-based education company, 2012-present). Previously, Mr. Engler served as interim president of Michigan State University (2018-2019), a Member of the Advisory Board of certain Fidelity® funds (2014-2016), president of the Business Roundtable (2011-2017), a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011), member of the Board of Trustees of the Annie E. Casey Foundation (2004-2015), and as governor of Michigan (1991-2003). He is a past chairman of the National Governors Association.

Robert F. Gartland (1951)

Year of Election or Appointment: 2010

Trustee

Mr. Gartland also serves as Trustee of other Fidelity® funds. Mr. Gartland is Chairman and an investor in Gartland & Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007), including Managing Director (1987-2007), and Chase Manhattan Bank (1975-1978).

Arthur E. Johnson (1947)

Year of Election or Appointment: 2008

Trustee

Chairman of the Independent Trustees

Mr. Johnson also serves as Trustee of other Fidelity® funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation plc (diversified power management, 2009-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). Mr. Johnson previously served as Vice Chairman (2015-2018) of the Independent Trustees of certain Fidelity® funds and on the Board of Directors of IKON Office Solutions, Inc. (1999-2008), AGL Resources, Inc. (holding company, 2002-2016), and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.

Michael E. Kenneally (1954)

Year of Election or Appointment: 2009

Trustee

Vice Chairman of the Independent Trustees

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

Marie L. Knowles (1946)

Year of Election or Appointment: 2001

Trustee

Ms. Knowles also serves as Trustee of other Fidelity® funds. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company (pipeline and tanker operations). Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Santa Catalina Island Company (real estate, 2009-present). Ms. Knowles is a Member of the Investment Company Institute Board of Governors and a Member of the Governing Council of the Independent Directors Council (2014-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002). Ms. Knowles previously served as Chairman (2015-2018) and Vice Chairman (2012-2015) of the Independent Trustees of certain Fidelity® funds.

Mark A. Murray (1954)

Year of Election or Appointment: 2016

Trustee

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

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

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as Assistant Treasurer of other funds. Mr. Brown is an employee of Fidelity Investments (2013-present).

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

Mr. Burke also serves as Chief Financial Officer of other funds. Mr. Burke serves as Head of Investment Operations for Fidelity Fund and Investment Operations (2018-present) and is an employee of Fidelity Investments (1998-present). Previously Mr. Burke served as head of Asset Management Investment Operations (2012-2018).

William C. Coffey (1969)

Year of Election or Appointment: 2018

Secretary and Chief Legal Officer (CLO)

Mr. Coffey also serves as Secretary and CLO of other funds. Mr. Coffey serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2018-present); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2018-present); and CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2018-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Assistant Secretary of certain funds (2009-2018) and as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (diversified financial services company, 2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as President and Treasurer of certain Fidelity® funds (2013-2018). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

President and Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Assistant Treasurer of certain Fidelity® funds (2016-2018). 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John B. McGinty, Jr. (1962)

Year of Election or Appointment: 2016

Chief Compliance Officer

Mr. McGinty also serves as Chief Compliance Officer of other funds. Mr. McGinty is Senior Vice President of Asset Management Compliance for Fidelity Investments and is an employee of Fidelity Investments (2016-present). Mr. McGinty previously served as Vice President, Senior Attorney at Eaton Vance Management (investment management firm, 2015-2016), and prior to Eaton Vance as global CCO for all firm operations and registered investment companies at GMO LLC (investment management firm, 2009-2015). Before joining GMO LLC, Mr. McGinty served as Senior Vice President, Deputy General Counsel for Fidelity Investments (2007-2009).

Jason P. Pogorelec (1975)

Year of Election or Appointment: 2015

Assistant Secretary

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

Nancy D. Prior (1967)

Year of Election or Appointment: 2014

Vice President

Ms. Prior also serves as Vice President of other funds. Ms. Prior serves as President Fixed Income, High Income/Emerging Market Debt and Multi Asset Class Strategies of FIAM LLC (2018-present), President (2016-present) and Director (2014-present) of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm), President, Fixed Income (2014-present), and is an employee of Fidelity Investments (2002-present). Previously, Ms. Prior served as Vice Chairman of FIAM LLC (investment adviser firm, 2014-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), President Multi-Asset Class Strategies of FMR's Global Asset Allocation Division (2017-2018), Vice President of Fidelity's Money Market Funds (2012-2014), President, Money Market and Short Duration Bond Group of Fidelity Management & Research (FMR) (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2013), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of certain Fidelity® funds (2008-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), is an employee of Fidelity Investments (2009-present), and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Assistant Treasurer (2013-2018) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Wegmann also serves as Assistant Treasurer of other funds. Mr. Wegmann is an employee of Fidelity Investments (2011-present).

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2019 to July 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
February 1, 2019 
Ending
Account Value
July 31, 2019 
Expenses Paid
During Period-B
February 1, 2019
to July 31, 2019 
Fidelity Real Estate Index Fund .07%    
Actual  $1,000.00 $1,064.10 $.36 
Hypothetical-C  $1,000.00 $1,024.45 $.35 

 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 181/365 (to reflect the one-half year period).

 C 5% return per year before expenses

Distributions (Unaudited)

The Board of Trustees of Fidelity Real Estate Index Fund voted to pay on September 9, 2019, to shareholders of record at the opening of business on September 6, 2019, a distribution of $0.125 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.139 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2019, $17,039,854, or, if subsequently determined to be different, the net capital gain of such year.

A total of 0.07% of the dividends distributed during the fiscal year was derived from interest on U.S. Government securities which is generally exempt from state income tax.

The fund designates 100% of the dividends distributed during the fiscal year as a section 199A dividend.

The fund will notify shareholders in January 2020 of amounts for use in preparing 2019 income tax returns.

Board Approval of Investment Advisory Contracts

Fidelity Real Estate Index Fund

At its July 2019 meeting, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve (i) an amended and restated management contract with Fidelity Management & Research Company (FMR) for the fund (the Amended Management Contract) to implement a comprehensive unitary fee; and (ii) an amended and restated sub-advisory agreement with Geode Capital Management, LLC (Geode) for the fund (the Amended Sub-Advisory Agreement and together with the Amended Management Contract, the Amended Contracts) to decrease the sub-advisory fee rate paid by FMR to Geode, on behalf of the fund, by 0.2 basis points. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information.

Nature, Extent, and Quality of Services Provided.  The Board noted that it previously received and considered materials relating to the nature, extent and quality of services provided by FMR and Geode to the fund, including the resources dedicated to investment management and support services, shareholder and administrative services, the benefits to shareholders of investment in a large fund family, and the investment performance of the fund in connection with the annual renewal of the fund's current management contract and sub-advisory agreements (Advisory Contracts). At its September 2018 meeting, the Board concluded that the nature, extent and quality of the services provided to the fund under the existing Advisory Contracts should benefit the fund's shareholders. The Board noted that approval of the Amended Contracts would not change the fund's portfolio manager, the investment processes, the level or nature of services provided, the resources and personnel allocated or trading and compliance operations. The Board concluded that the nature, extent, and quality of services to be provided to the fund under the Amended Contracts will continue to benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio.  The Board considered that it received and reviewed information regarding the fund's current management fee and total expense ratio compared to "mapped groups" of competitive funds and classes in connection with the annual renewal of the Advisory Contracts.

Based on its review, the Board concluded at its September 2018 meeting that the fund's current management fee and total expenses are fair and reasonable in light of the services that the fund receives and the other factors considered.

The Board considered that the Amended Management Contract would implement a comprehensive unitary fee set at the fund's current management fee and expense contract levels and payable to FMR for managing the fund and paying all of the fund's operating expenses, subject to certain exceptions. In addition, in its review of the proposed sub-advisory fee rate under the Amended Sub-Advisory Agreement, the Board considered that the proposed sub-advisory fee rate is lower by 0.2 basis points than the current sub-advisory fee rate. The Board noted that FMR, and not the fund, pays the sub-advisory fee out of its management fee. The Board also considered that the Amended Contracts would not result in any changes to the fund's management fee rate, and that the management fee rate would continue to rank below the total mapped group median of its competitor funds based on the competitive mapped group data provided to the Board in connection with the annual renewal of the existing management contract. In addition, the Board considered that the Amended Contracts would not result in any changes to FMR's contractual obligation to pay all operating expenses of the fund with certain exceptions.

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

Costs of the Services and Profitability.  The Board considered that it previously reviewed information regarding the revenues earned and the expenses incurred by FMR in providing services to the fund and the level of FMR's profitability. At its September 2018 meeting, the Board concluded that it was satisfied that FMR's profitability in connection with the operation of the fund was not excessive under the circumstances. Because the Board was approving an arrangement that would not result in any changes to the management fee rate, the Board did not consider the costs of the services provided by and the profits realized by FMR to be significant factors in its decision to approve the Amended Contracts.

Economies of Scale.  The Board considered that it previously received and reviewed information regarding whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale and that it concluded, at its September 2018 meeting, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity. The Board did not consider economies of scale to be a significant factor in its decision to approve the Amended Contracts because the comprehensive unitary fee will be set at the fund's current management fee, the proposed sub-advisory fee rate will be lower than the current sub-advisory fee rate and FMR will continue to bear the fund's operating expenses, with limited exceptions.

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





Fidelity Investments

URX-I-ANN-0919
1.929343.107


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.



Annual Report

July 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

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions


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

You may also call 1-800-544-3455 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 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-PORT. Forms N-PORT are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-PORT may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended July 31, 2019 Past 1 year Life of fundA 
Fidelity® SAI Small-Mid Cap 500 Index Fund 5.26% 9.16% 

 A From August 12, 2015

$10,000 Over Life of Fund

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

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


Period Ending Values

$14,162Fidelity® SAI Small-Mid Cap 500 Index Fund

$14,206Russell SMID 500 Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. equity bellwether S&P 500® index gained 7.99% for the 12 months ending July 31, 2019, beginning the new year on a high note after enduring a historically volatile final quarter of 2018. Upbeat company earnings/outlooks and signs the Federal Reserve may pause on rates boosted stocks to an all-time high on April 30. In May, however, volatility spiked and stocks returned -6.35% for the month amid the Fed’s decision to hold interest rates steady and signal that it had little appetite to adjust them any time soon, as well as retaliatory tariffs imposed on the U.S. by China. The downtrend was similar to late 2018, when many investors fled from risk assets on elevated concerns about future economic growth, global trade and tighter monetary policy. The bull market roared back in June, with the S&P 500® rising 7.05%, and recorded a series of all-time highs in a productive July (+1.44%). For the full 12 months, growth stocks outpaced value, while large-caps handily bested small-caps. By sector, information technology (+19%) led the way, boosted by continued strength in software & services (+26%), the market’s largest industry segment. Three defensive groups also stood out – real estate (+18%), utilities (+17%) and consumer staples (+15%) – followed by consumer discretionary (+10%) and communication services (+8%). In contrast, energy (-16%) was by far the weakest sector. Other notable laggards included materials (0%), financials (+3%), industrials (+4%) and health care (+4%).

Comments from the Geode Capital Management, LLC, passive equity index team:  For the fiscal year, the fund gained 5.26%, performing roughly in line with the 5.27% increase in the Russell SMID 500® Index. Many of the portfolio's top individual contributors came from the information technology sector which was the strongest-performing segment within the index. Specifically, shares of semiconductor manufacturer Advanced Micro Devices rose 62%, benefiting from investors' anticipated increased demand for the company's products. Cadence Design Systems (+60%), which makes automation software for electronic design, was propelled higher by stronger-than-expected financial results. Another key contributor – identity-management software specialist Okta (+162%) – saw its stock rise in response to the company's rapid growth. Among health care holdings, top contributors included Veeva Systems (+113%), a cloud-computing company serving the pharmaceutical and life science industry, and Exact Sciences (+96%), best known for its DNA-based screening tool for colorectal cancer. Conversely, the biggest individual detractor was online food-ordering company Grubhub (-45%), whose weaker-than-expected earnings forecast weighed on the firm's shares this period. Capri Holdings (-47%), which owns Michael Kors and other luxury retail brands, announced weaker-than-expected sales, weighing on the stock. Shares of oil and natural gas exploration company Parsley Energy (-47%) struggled in a weak energy pricing environment, while chemical manufacturer Chemours also underperformed, returning -57%.

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

Note to shareholders:  On March 22, 2019, Pat Waddell retired and is no longer a portfolio manager with Geode Capital Management.

Investment Summary (Unaudited)

Top Five Stocks as of July 31, 2019

 % of fund's net assets 
Exact Sciences Corp. 0.5 
DexCom, Inc. 0.5 
Okta, Inc. 0.5 
Tableau Software, Inc. 0.5 
IDEX Corp. 0.5 
 2.5 

Top Five Market Sectors as of July 31, 2019

 % of fund's net assets 
Information Technology 18.2 
Financials 14.9 
Industrials 14.0 
Consumer Discretionary 12.3 
Real Estate 11.5 

Asset Allocation (% of fund's net assets)

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


 * Foreign investments - 5.4%

Schedule of Investments July 31, 2019

Showing Percentage of Net Assets

Common Stocks - 99.6%   
 Shares Value 
COMMUNICATION SERVICES - 3.7%   
Diversified Telecommunication Services - 0.5%   
GCI Liberty, Inc. (a) 65,535 $3,914,406 
Zayo Group Holdings, Inc. (a) 151,613 5,113,906 
  9,028,312 
Entertainment - 0.7%   
Cinemark Holdings, Inc. 71,579 2,857,434 
Lions Gate Entertainment Corp.:   
Class A (b) 32,713 422,325 
Class B 69,451 846,608 
The Madison Square Garden Co. (a) 12,389 3,593,306 
World Wrestling Entertainment, Inc. Class A (b) 29,043 2,113,750 
Zynga, Inc. (a) 568,348 3,626,060 
  13,459,483 
Interactive Media & Services - 0.5%   
TripAdvisor, Inc. (a)(b) 70,769 3,124,451 
Zillow Group, Inc.:   
Class A (a)(b) 37,597 1,873,834 
Class C (a)(b) 82,809 4,137,138 
  9,135,423 
Media - 1.9%   
AMC Networks, Inc. Class A (a) 28,685 1,531,205 
Cable One, Inc. 2,929 3,564,007 
Interpublic Group of Companies, Inc. 258,298 5,920,190 
John Wiley & Sons, Inc. Class A 29,633 1,348,598 
Liberty Media Corp.:   
Liberty Formula One Group Series C (a) 132,084 5,201,468 
Liberty Media Class A (a) 16,930 634,536 
News Corp.:   
Class A 256,826 3,379,830 
Class B 82,585 1,111,594 
Nexstar Broadcasting Group, Inc. Class A 30,013 3,054,423 
Sinclair Broadcast Group, Inc. Class A (b) 40,339 2,027,035 
The New York Times Co. Class A 108,268 3,863,002 
Tribune Media Co. Class A 58,731 2,729,230 
  34,365,118 
Wireless Telecommunication Services - 0.1%   
Telephone & Data Systems, Inc. 67,398 2,179,651 
U.S. Cellular Corp. (a) 10,290 492,788 
  2,672,439 
TOTAL COMMUNICATION SERVICES  68,660,775 
CONSUMER DISCRETIONARY - 12.3%   
Auto Components - 0.7%   
BorgWarner, Inc. 138,031 5,217,572 
Gentex Corp. 171,643 4,706,451 
The Goodyear Tire & Rubber Co. 155,893 2,140,411 
  12,064,434 
Automobiles - 0.3%   
Harley-Davidson, Inc. 105,770 3,784,451 
Thor Industries, Inc. (b) 35,326 2,105,430 
  5,889,881 
Distributors - 0.3%   
Pool Corp. 25,707 4,868,135 
Diversified Consumer Services - 1.5%   
Bright Horizons Family Solutions, Inc. (a) 38,497 5,854,239 
Frontdoor, Inc. (a) 56,968 2,600,020 
Graham Holdings Co. 2,815 2,090,785 
Grand Canyon Education, Inc. (a) 31,766 3,455,188 
H&R Block, Inc. 136,226 3,772,098 
Service Corp. International 118,929 5,487,384 
ServiceMaster Global Holdings, Inc. (a) 91,301 4,859,952 
  28,119,666 
Hotels, Restaurants & Leisure - 2.8%   
ARAMARK Holdings Corp. 163,854 5,929,876 
Caesars Entertainment Corp. (a)(b) 381,807 4,520,595 
Choice Hotels International, Inc. 22,404 1,922,487 
Domino's Pizza, Inc. 27,441 6,710,148 
Dunkin' Brands Group, Inc. 55,409 4,441,585 
Extended Stay America, Inc. unit 125,374 2,096,253 
Hilton Grand Vacations, Inc. (a) 60,485 1,977,860 
Hyatt Hotels Corp. Class A 25,233 1,951,773 
International Game Technology PLC (b) 65,746 877,709 
Planet Fitness, Inc. (a) 56,695 4,459,629 
Six Flags Entertainment Corp. 53,350 2,818,481 
Vail Resorts, Inc. 26,907 6,633,114 
Wendy's Co. 124,484 2,264,364 
Wyndham Destinations, Inc. 61,818 2,909,155 
Wyndham Hotels & Resorts, Inc. 64,044 3,621,688 
  53,134,717 
Household Durables - 1.7%   
Leggett & Platt, Inc. 87,825 3,510,365 
Newell Brands, Inc. 253,840 3,601,990 
NVR, Inc. (a) 2,132 7,129,706 
PulteGroup, Inc. 172,373 5,431,473 
Roku, Inc. Class A (a) 54,860 5,668,684 
Tempur Sealy International, Inc. (a) 30,785 2,469,573 
Toll Brothers, Inc. 90,195 3,244,314 
  31,056,105 
Internet & Direct Marketing Retail - 0.7%   
Etsy, Inc. (a) 79,880 5,353,558 
GrubHub, Inc. (a)(b) 61,227 4,140,782 
Liberty Interactive Corp. QVC Group Series A (a) 264,912 3,745,856 
  13,240,196 
Leisure Products - 0.5%   
Brunswick Corp. 58,050 2,853,738 
Mattel, Inc. (a)(b) 230,507 3,365,402 
Polaris Industries, Inc. 38,495 3,644,322 
  9,863,462 
Multiline Retail - 0.9%   
Kohl's Corp. 108,991 5,870,255 
Macy's, Inc. 207,419 4,714,634 
Nordstrom, Inc. (b) 71,959 2,382,562 
Ollie's Bargain Outlet Holdings, Inc. (a) 35,326 2,991,759 
  15,959,210 
Specialty Retail - 1.9%   
AutoNation, Inc. (a) 36,253 1,764,796 
Burlington Stores, Inc. (a) 43,856 7,926,972 
Carvana Co. Class A (a)(b) 26,657 1,694,319 
Dick's Sporting Goods, Inc. 45,951 1,707,999 
Five Below, Inc. (a) 36,739 4,315,363 
Floor & Decor Holdings, Inc. Class A (a) 44,836 1,755,329 
Foot Locker, Inc. 74,934 3,076,790 
IAA Spinco, Inc. (a) 89,076 4,164,303 
L Brands, Inc. 152,343 3,953,301 
Penske Automotive Group, Inc. 23,354 1,073,583 
Urban Outfitters, Inc. (a)(b) 48,877 1,163,761 
Williams-Sonoma, Inc. (b) 52,506 3,501,100 
  36,097,616 
Textiles, Apparel & Luxury Goods - 1.0%   
Capri Holdings Ltd. (a) 95,639 3,403,792 
Carter's, Inc. 29,912 2,782,414 
Columbia Sportswear Co. 19,876 2,106,458 
Hanesbrands, Inc. 241,272 3,882,066 
Ralph Lauren Corp. 34,909 3,638,565 
Skechers U.S.A., Inc. Class A (sub. vtg.) (a) 88,302 3,350,178 
  19,163,473 
TOTAL CONSUMER DISCRETIONARY  229,456,895 
CONSUMER STAPLES - 2.6%   
Food & Staples Retailing - 0.6%   
Casey's General Stores, Inc. 24,439 3,956,918 
Sprouts Farmers Market LLC (a) 78,951 1,336,640 
U.S. Foods Holding Corp. (a) 146,122 5,168,335 
  10,461,893 
Food Products - 1.6%   
Beyond Meat, Inc. (b) 6,502 1,277,708 
Bunge Ltd. 92,031 5,377,371 
Flowers Foods, Inc. 130,707 3,097,756 
Ingredion, Inc. 44,856 3,466,920 
Lamb Weston Holdings, Inc. 97,828 6,566,215 
Pilgrim's Pride Corp. (a) 35,691 965,798 
Post Holdings, Inc. (a) 43,576 4,672,219 
Seaboard Corp. 172 702,042 
The Hain Celestial Group, Inc. (a)(b) 60,997 1,327,905 
TreeHouse Foods, Inc. (a) 36,993 2,195,165 
  29,649,099 
Household Products - 0.2%   
Energizer Holdings, Inc. (b) 42,863 1,803,675 
Spectrum Brands Holdings, Inc. (b) 23,610 1,183,097 
  2,986,772 
Personal Products - 0.2%   
Herbalife Nutrition Ltd. (a) 68,607 2,814,259 
Nu Skin Enterprises, Inc. Class A 36,957 1,477,541 
  4,291,800 
TOTAL CONSUMER STAPLES  47,389,564 
ENERGY - 2.4%   
Energy Equipment & Services - 0.4%   
Helmerich & Payne, Inc. 71,701 3,562,106 
Patterson-UTI Energy, Inc. 136,374 1,586,030 
Transocean Ltd. (United States) (a)(b) 388,606 2,362,724 
  7,510,860 
Oil, Gas & Consumable Fuels - 2.0%   
Antero Midstream GP LP (b) 150,617 1,373,627 
Antero Resources Corp. (a) 179,298 826,564 
Centennial Resource Development, Inc. Class A (a) 124,103 738,413 
Chesapeake Energy Corp. (a)(b) 870,177 1,575,020 
Cimarex Energy Co. 66,607 3,374,977 
EQT Corp. 171,047 2,584,520 
Equitrans Midstream Corp. (b) 137,059 2,273,809 
HollyFrontier Corp. 105,342 5,242,871 
Kosmos Energy Ltd. 241,343 1,450,471 
Murphy Oil Corp. (b) 110,852 2,664,882 
Parsley Energy, Inc. Class A (a) 180,754 2,998,709 
PBF Energy, Inc. Class A 80,236 2,240,991 
Range Resources Corp. (b) 140,777 801,021 
Targa Resources Corp. (b) 153,611 5,977,004 
WPX Energy, Inc. (a) 281,489 2,938,745 
  37,061,624 
TOTAL ENERGY  44,572,484 
FINANCIALS - 14.9%   
Banks - 4.7%   
Associated Banc-Corp. 108,773 2,357,111 
Bank of Hawaii Corp. 27,314 2,328,519 
Bank OZK 81,290 2,485,848 
BankUnited, Inc. 65,026 2,237,545 
BOK Financial Corp. 21,749 1,819,956 
CIT Group, Inc. 64,441 3,257,493 
Commerce Bancshares, Inc. 67,183 4,086,742 
Cullen/Frost Bankers, Inc. 37,703 3,579,523 
East West Bancorp, Inc. 96,531 4,634,453 
First Citizens Bancshares, Inc. 5,023 2,345,841 
First Hawaiian, Inc. 91,105 2,437,970 
First Horizon National Corp. 209,230 3,431,372 
FNB Corp., Pennsylvania 217,093 2,615,971 
PacWest Bancorp 78,623 3,037,206 
Peoples United Financial, Inc. (b) 261,883 4,300,119 
Pinnacle Financial Partners, Inc. 50,568 3,071,500 
Popular, Inc. 63,933 3,679,983 
Prosperity Bancshares, Inc. (b) 44,801 3,108,741 
Signature Bank 36,176 4,610,993 
Sterling Bancorp 138,630 3,029,066 
Synovus Financial Corp. 100,657 3,842,078 
TCF Financial Corp. 107,964 2,308,270 
Texas Capital Bancshares, Inc. (a) 33,486 2,107,274 
Umpqua Holdings Corp. 147,140 2,569,064 
Webster Financial Corp. 61,251 3,123,801 
Western Alliance Bancorp. 64,831 3,205,245 
Wintrust Financial Corp. 37,616 2,691,049 
Zions Bancorp NA 118,248 5,329,437 
  87,632,170 
Capital Markets - 2.4%   
Affiliated Managers Group, Inc. 34,154 2,930,072 
BGC Partners, Inc. Class A 191,980 1,057,810 
Eaton Vance Corp. (non-vtg.) (b) 74,798 3,328,511 
Evercore, Inc. Class A 27,321 2,359,715 
FactSet Research Systems, Inc. 25,107 6,962,171 
Janus Henderson Group PLC 109,917 2,206,034 
Lazard Ltd. Class A (b) 71,878 2,782,397 
Legg Mason, Inc. 56,397 2,123,911 
LPL Financial 55,763 4,676,843 
MarketAxess Holdings, Inc. 24,673 8,315,788 
Morningstar, Inc. 13,158 1,999,753 
SEI Investments Co. 86,419 5,149,708 
Virtu Financial, Inc. Class A (b) 31,787 689,142 
  44,581,855 
Consumer Finance - 0.6%   
Credit Acceptance Corp. (a)(b) 7,032 3,361,507 
Navient Corp. 140,610 1,989,632 
OneMain Holdings, Inc. 43,714 1,811,945 
Santander Consumer U.S.A. Holdings, Inc. 70,935 1,908,861 
SLM Corp. 289,738 2,639,513 
  11,711,458 
Diversified Financial Services - 0.5%   
Jefferies Financial Group, Inc. 172,303 3,675,223 
Voya Financial, Inc. 96,287 5,408,441 
  9,083,664 
Insurance - 5.0%   
Alleghany Corp. (a) 9,359 6,417,747 
American Financial Group, Inc. 49,322 5,049,586 
American National Insurance Co. 5,012 606,552 
Assurant, Inc. 41,196 4,669,979 
Assured Guaranty Ltd. 66,533 2,906,827 
Axis Capital Holdings Ltd. 55,358 3,524,644 
Brighthouse Financial, Inc. (a) 77,746 3,045,311 
Brown & Brown, Inc. 157,903 5,673,455 
Erie Indemnity Co. Class A 16,526 3,681,497 
Everest Re Group Ltd. 26,918 6,639,056 
First American Financial Corp. 73,234 4,234,390 
Hanover Insurance Group, Inc. 27,244 3,533,819 
Kemper Corp. 41,059 3,614,013 
Mercury General Corp. 18,376 1,042,103 
Old Republic International Corp. 189,155 4,314,626 
Primerica, Inc. 28,266 3,467,956 
Reinsurance Group of America, Inc. 41,854 6,525,876 
RenaissanceRe Holdings Ltd. 29,198 5,289,218 
Torchmark Corp. 72,564 6,626,544 
Unum Group 141,438 4,518,944 
W.R. Berkley Corp. 96,502 6,696,274 
White Mountains Insurance Group Ltd. 2,066 2,223,016 
  94,301,433 
Mortgage Real Estate Investment Trusts - 1.2%   
AGNC Investment Corp. 357,798 6,132,658 
Chimera Investment Corp. 124,684 2,403,908 
MFA Financial, Inc. 300,236 2,155,694 
New Residential Investment Corp. 278,056 4,362,699 
Starwood Property Trust, Inc. 182,637 4,242,658 
Two Harbors Investment Corp. 181,587 2,444,161 
  21,741,778 
Thrifts & Mortgage Finance - 0.5%   
LendingTree, Inc. (a)(b) 5,175 1,669,145 
MGIC Investment Corp. 237,865 3,056,565 
New York Community Bancorp, Inc. 304,250 3,508,003 
TFS Financial Corp. 32,914 591,135 
  8,824,848 
TOTAL FINANCIALS  277,877,206 
HEALTH CARE - 10.3%   
Biotechnology - 3.2%   
Agios Pharmaceuticals, Inc. (a)(b) 34,696 1,669,225 
Alkermes PLC (a) 104,203 2,413,341 
Alnylam Pharmaceuticals, Inc. (a)(b) 70,940 5,504,235 
bluebird bio, Inc. (a)(b) 36,881 4,839,894 
Exact Sciences Corp. (a) 85,618 9,855,483 
Exelixis, Inc. (a) 200,408 4,262,678 
Ionis Pharmaceuticals, Inc. (a) 85,703 5,644,400 
Moderna, Inc. 17,758 232,630 
Neurocrine Biosciences, Inc. (a) 60,513 5,832,848 
Sage Therapeutics, Inc. (a) 33,776 5,415,644 
Sarepta Therapeutics, Inc. (a)(b) 47,254 7,033,758 
Seattle Genetics, Inc. (a)(b) 73,073 5,532,357 
United Therapeutics Corp. (a) 28,846 2,285,757 
  60,522,250 
Health Care Equipment & Supplies - 2.8%   
Cantel Medical Corp. 24,726 2,281,715 
DexCom, Inc. (a) 60,660 9,515,734 
Hill-Rom Holdings, Inc. 44,724 4,769,367 
ICU Medical, Inc. (a) 12,909 3,284,566 
Insulet Corp. (a)(b) 39,722 4,883,423 
Integra LifeSciences Holdings Corp. (a) 47,538 3,013,434 
Masimo Corp. (a) 31,512 4,974,169 
Penumbra, Inc. (a)(b) 21,105 3,537,198 
STERIS PLC 56,156 8,359,382 
West Pharmaceutical Services, Inc. 49,075 6,736,525 
  51,355,513 
Health Care Providers & Services - 1.2%   
Acadia Healthcare Co., Inc. (a)(b) 58,453 1,866,989 
Chemed Corp. 10,402 4,216,867 
Covetrus, Inc. (a)(b) 65,231 1,544,018 
Encompass Health Corp. 65,736 4,196,586 
Guardant Health, Inc. 22,938 2,155,943 
MEDNAX, Inc. (a) 56,186 1,380,490 
Molina Healthcare, Inc. (a) 41,718 5,539,316 
Premier, Inc. (a) 34,428 1,334,085 
  22,234,294 
Health Care Technology - 0.2%   
Medidata Solutions, Inc. (a) 40,423 3,693,450 
Life Sciences Tools & Services - 1.8%   
Bio-Rad Laboratories, Inc. Class A (a) 14,228 4,480,397 
Bio-Techne Corp. 25,114 5,277,707 
Bruker Corp. 69,321 3,317,010 
Charles River Laboratories International, Inc. (a) 32,234 4,336,762 
PerkinElmer, Inc. 73,865 6,361,254 
PRA Health Sciences, Inc. (a) 39,161 3,912,576 
QIAGEN NV (a) 148,256 5,592,216 
  33,277,922 
Pharmaceuticals - 1.1%   
Catalent, Inc. (a) 97,034 5,481,451 
Horizon Pharma PLC (a) 122,769 3,055,720 
Jazz Pharmaceuticals PLC (a) 37,165 5,180,058 
Nektar Therapeutics (a)(b) 112,639 3,205,706 
Perrigo Co. PLC 84,673 4,573,189 
  21,496,124 
TOTAL HEALTH CARE  192,579,553 
INDUSTRIALS - 14.0%   
Aerospace & Defense - 1.6%   
BWX Technologies, Inc. 63,570 3,427,059 
Curtiss-Wright Corp. 28,431 3,608,178 
Hexcel Corp. 56,746 4,639,553 
Huntington Ingalls Industries, Inc. 27,251 6,221,403 
Spirit AeroSystems Holdings, Inc. Class A 68,879 5,292,662 
Teledyne Technologies, Inc. (a) 23,972 6,982,564 
  30,171,419 
Air Freight & Logistics - 0.2%   
XPO Logistics, Inc. (a)(b) 61,294 4,136,119 
Airlines - 0.6%   
Alaska Air Group, Inc. 80,847 5,122,466 
Copa Holdings SA Class A 20,969 2,119,966 
JetBlue Airways Corp. (a) 201,162 3,868,345 
  11,110,777 
Building Products - 1.7%   
A.O. Smith Corp. 92,581 4,207,806 
Allegion PLC 62,938 6,516,601 
Armstrong World Industries, Inc. 32,832 3,208,015 
Fortune Brands Home & Security, Inc. 93,220 5,121,507 
Lennox International, Inc. (b) 23,817 6,108,584 
Owens Corning 71,819 4,165,502 
Resideo Technologies, Inc. (a) 82,826 1,562,098 
  30,890,113 
Commercial Services & Supplies - 0.6%   
Clean Harbors, Inc. (a) 34,553 2,688,569 
KAR Auction Services, Inc. 88,620 2,369,699 
Rollins, Inc. 95,154 3,190,514 
Stericycle, Inc. (a)(b) 59,881 2,752,131 
  11,000,913 
Construction & Engineering - 1.0%   
AECOM (a) 104,035 3,740,058 
Fluor Corp. 93,846 3,050,933 
Jacobs Engineering Group, Inc. 88,238 7,280,517 
Quanta Services, Inc. 95,013 3,555,386 
Valmont Industries, Inc. 14,255 1,961,488 
  19,588,382 
Electrical Equipment - 0.9%   
Acuity Brands, Inc. 26,459 3,551,327 
GrafTech International Ltd. 41,738 477,900 
Hubbell, Inc. Class B 36,275 4,711,397 
Regal Beloit Corp. 28,497 2,268,931 
Sensata Technologies, Inc. PLC (a) 106,723 5,061,872 
  16,071,427 
Industrial Conglomerates - 0.5%   
Carlisle Companies, Inc. 37,610 5,423,738 
ITT, Inc. 58,874 3,674,915 
  9,098,653 
Machinery - 4.5%   
AGCO Corp. 42,711 3,288,747 
Allison Transmission Holdings, Inc. 77,093 3,542,423 
Apergy Corp. (a) 51,557 1,677,149 
Colfax Corp. (a)(b) 61,703 1,707,939 
Crane Co. 33,668 2,818,012 
Donaldson Co., Inc. 85,345 4,262,983 
Flowserve Corp. 87,998 4,402,540 
Gardner Denver Holdings, Inc. (a) 87,490 2,884,545 
Gates Industrial Corp. PLC (a) 31,235 342,960 
Graco, Inc. 110,548 5,315,148 
IDEX Corp. 50,696 8,528,081 
Lincoln Electric Holdings, Inc. 40,411 3,415,538 
Middleby Corp. (a)(b) 37,080 4,982,810 
Nordson Corp. 38,311 5,427,136 
Oshkosh Corp. 46,627 3,896,618 
Pentair PLC 114,393 4,439,592 
Snap-On, Inc. (b) 36,781 5,613,148 
Timken Co. 44,684 2,042,506 
Toro Co. 70,796 5,155,365 
Trinity Industries, Inc. 71,641 1,404,164 
WABCO Holdings, Inc. (a) 34,245 4,534,380 
Woodward, Inc. 36,948 4,139,654 
  83,821,438 
Marine - 0.2%   
Kirby Corp. (a) 39,870 3,124,213 
Professional Services - 0.4%   
Manpower, Inc. 39,995 3,653,543 
Robert Half International, Inc. 77,515 4,682,681 
  8,336,224 
Road & Rail - 0.8%   
AMERCO 5,934 2,296,458 
Genesee & Wyoming, Inc. Class A (a) 37,381 4,104,808 
Knight-Swift Transportation Holdings, Inc. Class A (b) 83,975 3,009,664 
Landstar System, Inc. 26,723 2,973,468 
Ryder System, Inc. 34,638 1,844,820 
Schneider National, Inc. Class B 37,522 724,175 
  14,953,393 
Trading Companies & Distributors - 0.9%   
Air Lease Corp. Class A 69,715 2,913,390 
HD Supply Holdings, Inc. (a) 114,264 4,628,835 
MSC Industrial Direct Co., Inc. Class A 28,906 2,053,771 
Univar, Inc. (a) 105,304 2,329,324 
Watsco, Inc. 21,541 3,502,997 
WESCO International, Inc. (a) 29,565 1,500,128 
  16,928,445 
Transportation Infrastructure - 0.1%   
Macquarie Infrastructure Co. LLC 49,201 2,038,889 
TOTAL INDUSTRIALS  261,270,405 
INFORMATION TECHNOLOGY - 18.2%   
Communications Equipment - 0.7%   
Ciena Corp. (a) 103,899 4,698,313 
CommScope Holding Co., Inc. (a) 128,630 1,836,836 
EchoStar Holding Corp. Class A (a) 31,828 1,448,811 
Ubiquiti Networks, Inc. (b) 10,121 1,302,876 
ViaSat, Inc. (a) 37,326 3,045,428 
  12,332,264 
Electronic Equipment & Components - 2.6%   
ADT, Inc. (b) 76,480 485,648 
Arrow Electronics, Inc. (a) 56,732 4,119,311 
Avnet, Inc. 70,525 3,203,246 
Cognex Corp. 109,707 4,828,205 
Coherent, Inc. (a) 16,029 2,225,627 
Dolby Laboratories, Inc. Class A 42,125 2,868,713 
FLIR Systems, Inc. 90,407 4,489,612 
Jabil, Inc. 99,926 3,085,715 
Littelfuse, Inc. 15,999 2,703,191 
National Instruments Corp. 87,037 3,634,665 
SYNNEX Corp. 27,731 2,732,613 
Trimble, Inc. (a) 168,402 7,116,669 
Zebra Technologies Corp. Class A (a) 35,813 7,552,604 
  49,045,819 
IT Services - 4.2%   
Alliance Data Systems Corp. 29,769 4,671,351 
Amdocs Ltd. 91,993 5,886,632 
Booz Allen Hamilton Holding Corp. Class A 91,306 6,277,288 
CACI International, Inc. Class A (a) 16,477 3,545,027 
CoreLogic, Inc. (a) 53,733 2,448,613 
Elastic NV (b) 24,950 2,465,809 
EPAM Systems, Inc. (a) 34,799 6,743,698 
Euronet Worldwide, Inc. (a) 33,463 5,217,216 
Genpact Ltd. 109,417 4,341,667 
Jack Henry & Associates, Inc. 51,445 7,186,867 
Leidos Holdings, Inc. 91,172 7,485,221 
MongoDB, Inc. Class A (a)(b) 16,060 2,300,113 
Okta, Inc. (a) 68,381 8,946,286 
Sabre Corp. 184,568 4,339,194 
Switch, Inc. Class A (b) 39,733 539,177 
WEX, Inc. (a) 28,768 6,273,438 
  78,667,597 
Semiconductors & Semiconductor Equipment - 2.5%   
Cree, Inc. (a) 70,407 4,377,907 
Cypress Semiconductor Corp. 244,608 5,618,646 
Entegris, Inc. (b) 90,087 3,919,685 
First Solar, Inc. (a) 55,131 3,555,398 
MKS Instruments, Inc. 36,227 3,084,005 
Monolithic Power Systems, Inc. 27,974 4,144,628 
ON Semiconductor Corp. (a) 273,177 5,876,037 
Teradyne, Inc. 114,416 6,376,404 
Universal Display Corp. 28,561 6,028,656 
Versum Materials, Inc. 73,155 3,802,597 
  46,783,963 
Software - 7.7%   
2U, Inc. (a)(b) 37,416 478,925 
Alteryx, Inc. Class A (a) 30,518 3,587,086 
Anaplan, Inc. 55,063 3,135,287 
Aspen Technology, Inc. (a) 46,224 6,095,559 
Avalara, Inc. (a) 28,524 2,324,136 
Black Knight, Inc. (a) 96,197 6,091,194 
CDK Global, Inc. 81,398 4,222,114 
Ceridian HCM Holding, Inc. (a)(b) 41,495 2,212,098 
Coupa Software, Inc. (a) 40,938 5,555,696 
DocuSign, Inc. (a)(b) 102,260 5,288,887 
Fair Isaac Corp. (a) 19,023 6,608,971 
FireEye, Inc. (a) 133,040 1,995,600 
Guidewire Software, Inc. (a) 54,658 5,579,489 
HubSpot, Inc. (a) 26,604 4,754,667 
LogMeIn, Inc. 32,950 2,503,212 
Manhattan Associates, Inc. (a) 43,224 3,673,608 
New Relic, Inc. (a) 31,431 2,928,426 
Nuance Communications, Inc. (a) 194,140 3,230,490 
Nutanix, Inc. Class A (a) 93,569 2,124,016 
Pagerduty, Inc. (b) 6,773 299,367 
Parametric Technology Corp. (a) 69,754 4,727,926 
Paycom Software, Inc. (a) 32,957 7,934,398 
Paylocity Holding Corp. (a) 21,639 2,209,126 
Pegasystems, Inc. 25,407 1,920,769 
Pluralsight, Inc. (a) 41,795 1,282,689 
Proofpoint, Inc. (a) 36,716 4,633,559 
RealPage, Inc. (a) 52,905 3,305,504 
RingCentral, Inc. (a) 46,909 6,660,140 
Smartsheet, Inc. (a) 57,183 2,854,004 
SolarWinds, Inc. (a)(b) 30,406 544,876 
Tableau Software, Inc. (a) 50,833 8,617,718 
Teradata Corp. (a) 78,295 2,867,163 
The Trade Desk, Inc. (a)(b) 25,380 6,682,808 
Tyler Technologies, Inc. (a) 25,279 5,898,855 
Zendesk, Inc. (a) 72,391 6,048,992 
Zscaler, Inc. (a) 41,257 3,476,727 
  142,354,082 
Technology Hardware, Storage & Peripherals - 0.5%   
NCR Corp. (a) 80,509 2,722,009 
Pure Storage, Inc. Class A (a) 153,448 2,323,203 
Xerox Corp. 124,433 3,994,299 
  9,039,511 
TOTAL INFORMATION TECHNOLOGY  338,223,236 
MATERIALS - 6.2%   
Chemicals - 2.6%   
Albemarle Corp. U.S. (b) 70,629 5,153,092 
Ashland Global Holdings, Inc. 41,728 3,316,541 
Axalta Coating Systems Ltd. (a) 137,952 4,087,518 
Cabot Corp. 38,845 1,737,148 
CF Industries Holdings, Inc. 147,840 7,326,950 
Element Solutions, Inc. (a) 149,603 1,499,022 
Huntsman Corp. 149,365 3,069,451 
NewMarket Corp. 4,578 1,930,131 
Olin Corp. 109,728 2,202,241 
RPM International, Inc. 86,558 5,871,229 
The Chemours Co. LLC 109,153 2,081,548 
The Scotts Miracle-Gro Co. Class A 26,512 2,974,116 
Valvoline, Inc. 125,936 2,542,648 
W.R. Grace & Co. 38,362 2,601,327 
Westlake Chemical Corp. 23,806 1,608,571 
  48,001,533 
Construction Materials - 0.3%   
Eagle Materials, Inc. 30,550 2,528,929 
nVent Electric PLC 104,970 2,602,206 
  5,131,135 
Containers & Packaging - 2.2%   
Aptargroup, Inc. 42,341 5,124,108 
Ardagh Group SA 12,411 206,395 
Avery Dennison Corp. 56,406 6,479,357 
Berry Global Group, Inc. (a) 88,492 3,986,565 
Crown Holdings, Inc. (a) 87,100 5,575,271 
Graphic Packaging Holding Co. 196,683 2,922,709 
Owens-Illinois, Inc. 104,184 1,768,002 
Packaging Corp. of America 62,734 6,334,252 
Sealed Air Corp. 104,332 4,360,034 
Silgan Holdings, Inc. 52,056 1,564,803 
Sonoco Products Co. (b) 66,493 3,991,575 
  42,313,071 
Metals & Mining - 1.0%   
Alcoa Corp. (a) 124,902 2,809,046 
Reliance Steel & Aluminum Co. 43,685 4,366,316 
Royal Gold, Inc. 43,682 4,999,405 
Steel Dynamics, Inc. 142,533 4,491,215 
United States Steel Corp. (b) 114,255 1,717,253 
  18,383,235 
Paper & Forest Products - 0.1%   
Domtar Corp. 42,236 1,792,918 
TOTAL MATERIALS  115,621,892 
REAL ESTATE - 11.5%   
Equity Real Estate Investment Trusts (REITs) - 11.0%   
American Campus Communities, Inc. 91,339 4,270,098 
American Homes 4 Rent Class A 171,708 4,157,051 
Americold Realty Trust 128,110 4,295,528 
Apartment Investment & Management Co. Class A 99,132 4,910,999 
Apple Hospitality (REIT), Inc. 139,951 2,198,630 
Brandywine Realty Trust (SBI) 117,021 1,726,060 
Brixmor Property Group, Inc. 199,202 3,780,854 
Camden Property Trust (SBI) 62,372 6,468,600 
Colony Capital, Inc. 321,153 1,814,514 
Columbia Property Trust, Inc. 78,189 1,714,685 
CoreSite Realty Corp. 24,492 2,567,007 
Corporate Office Properties Trust (SBI) 75,401 2,105,196 
Cousins Properties, Inc. 97,891 3,443,805 
CubeSmart 126,250 4,286,188 
CyrusOne, Inc. 75,006 4,305,344 
DDR Corp. 93,739 1,335,781 
Douglas Emmett, Inc. 107,645 4,394,069 
Duke Realty Corp. 240,502 8,015,932 
Empire State Realty Trust, Inc. 98,288 1,377,015 
EPR Properties 50,068 3,726,561 
Equity Commonwealth 80,606 2,706,749 
Equity Lifestyle Properties, Inc. 57,305 7,120,146 
Gaming & Leisure Properties 135,746 5,118,982 
Healthcare Trust of America, Inc. 136,904 3,686,825 
Highwoods Properties, Inc. (SBI) 68,609 3,110,046 
Hospitality Properties Trust (SBI) 108,654 2,684,840 
Hudson Pacific Properties, Inc. 100,908 3,562,052 
Iron Mountain, Inc. (b) 190,612 5,605,899 
JBG SMITH Properties 81,636 3,194,417 
Kilroy Realty Corp. 66,196 5,259,934 
Kimco Realty Corp. 269,895 5,184,683 
Lamar Advertising Co. Class A 57,025 4,614,463 
Liberty Property Trust (SBI) 99,238 5,190,147 
Life Storage, Inc. 31,226 3,044,223 
Medical Properties Trust, Inc. 291,511 5,101,443 
National Retail Properties, Inc. 108,763 5,681,779 
Omega Healthcare Investors, Inc. 142,907 5,187,524 
Outfront Media, Inc. 94,765 2,575,713 
Paramount Group, Inc. 135,358 1,872,001 
Park Hotels & Resorts, Inc. 134,820 3,560,596 
Rayonier, Inc. 86,398 2,508,998 
Regency Centers Corp. 111,634 7,445,988 
Retail Properties America, Inc. 143,063 1,739,646 
SL Green Realty Corp. 56,376 4,570,966 
Spirit Realty Capital, Inc. (b) 58,383 2,575,858 
Store Capital Corp. 138,918 4,752,385 
Sun Communities, Inc. 56,498 7,503,499 
Taubman Centers, Inc. 39,291 1,592,071 
The Macerich Co. (b) 94,866 3,135,321 
VEREIT, Inc. 652,791 5,953,454 
VICI Properties, Inc. (b) 299,778 6,397,263 
Weingarten Realty Investors (SBI) 80,090 2,235,312 
  205,367,140 
Real Estate Management & Development - 0.5%   
Howard Hughes Corp. (a) 26,876 3,628,260 
Jones Lang LaSalle, Inc. 34,318 4,999,789 
  8,628,049 
TOTAL REAL ESTATE  213,995,189 
UTILITIES - 3.5%   
Electric Utilities - 1.8%   
Alliant Energy Corp. 159,192 7,886,372 
Hawaiian Electric Industries, Inc. 72,638 3,254,182 
IDACORP, Inc. 33,743 3,443,811 
OGE Energy Corp. 133,868 5,749,631 
Pinnacle West Capital Corp. 75,105 6,851,078 
Vistra Energy Corp. 278,314 5,972,618 
  33,157,692 
Gas Utilities - 0.9%   
Atmos Energy Corp. 77,532 8,454,089 
National Fuel Gas Co. 54,691 2,610,948 
UGI Corp. 116,247 5,939,059 
  17,004,096 
Independent Power and Renewable Electricity Producers - 0.3%   
NRG Energy, Inc. 178,388 6,090,166 
Multi-Utilities - 0.2%   
MDU Resources Group, Inc. 131,636 3,519,947 
Water Utilities - 0.3%   
Aqua America, Inc. 144,658 6,068,403 
TOTAL UTILITIES  65,840,304 
TOTAL COMMON STOCKS   
(Cost $1,574,874,793)  1,855,487,503 
 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 $997,038) 1,000,000 997,739 
 Shares Value 
Money Market Funds - 7.1%   
Fidelity Cash Central Fund 2.43% (d) 1,694,230 $1,694,569 
Fidelity Securities Lending Cash Central Fund 2.43% (d)(e) 130,689,714 130,702,782 
TOTAL MONEY MARKET FUNDS   
(Cost $132,397,351)  132,397,351 
TOTAL INVESTMENT IN SECURITIES - 106.8%   
(Cost $1,708,269,182)  1,988,882,593 
NET OTHER ASSETS (LIABILITIES) - (6.8)%  (126,597,340) 
NET ASSETS - 100%  $1,862,285,253 

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) 35 Sept. 2019 $6,888,350 $114,811 $114,811 

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) 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 $323,267.

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

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

Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $129,655 
Fidelity Securities Lending Cash Central Fund 357,084 
Total $486,739 

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. Amount for Fidelity Securities Lending Cash Central Fund 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.

Investment Valuation

The following is a summary of the inputs used, as of July 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 $68,660,775 $68,660,775 $-- $-- 
Consumer Discretionary 229,456,895 229,456,895 -- -- 
Consumer Staples 47,389,564 47,389,564 -- -- 
Energy 44,572,484 44,572,484 -- -- 
Financials 277,877,206 277,877,206 -- -- 
Health Care 192,579,553 192,579,553 -- -- 
Industrials 261,270,405 261,270,405 -- -- 
Information Technology 338,223,236 338,223,236 -- -- 
Materials 115,621,892 115,621,892 -- -- 
Real Estate 213,995,189 213,995,189 -- -- 
Utilities 65,840,304 65,840,304 -- -- 
U.S. Government and Government Agency Obligations 997,739 -- 997,739 -- 
Money Market Funds 132,397,351 132,397,351 -- -- 
Total Investments in Securities: $1,988,882,593 $1,987,884,854 $997,739 $-- 
Derivative Instruments:     
Assets     
Futures Contracts $114,811 $114,811 $-- $-- 
Total Assets $114,811 $114,811 $-- $-- 
Total Derivative Instruments: $114,811 $114,811 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of July 31, 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) $114,811 $0 
Total Equity Risk 114,811 
Total Value of Derivatives $114,811 $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 distributable earnings.

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


Financial Statements

Statement of Assets and Liabilities

  July 31, 2019 
Assets   
Investment in securities, at value (including securities loaned of $125,748,337) — See accompanying schedule:
Unaffiliated issuers (cost $1,575,871,831) 
$1,856,485,242  
Fidelity Central Funds (cost $132,397,351) 132,397,351  
Total Investment in Securities (cost $1,708,269,182)  $1,988,882,593 
Cash  264 
Receivable for investments sold  3,960,017 
Receivable for fund shares sold  583,497 
Dividends receivable  1,033,008 
Distributions receivable from Fidelity Central Funds  127,587 
Prepaid expenses  4,499 
Receivable from investment adviser for expense reductions  275,421 
Total assets  1,994,866,886 
Liabilities   
Payable for fund shares redeemed $1,452,590  
Accrued management fee 172,075  
Payable for daily variation margin on futures contracts 36,428  
Other affiliated payables 157,289  
Other payables and accrued expenses 67,879  
Collateral on securities loaned 130,695,372  
Total liabilities  132,581,633 
Net Assets  $1,862,285,253 
Net Assets consist of:   
Paid in capital  $1,540,316,970 
Total distributable earnings (loss)  321,968,283 
Net Assets, for 145,545,536 shares outstanding  $1,862,285,253 
Net Asset Value, offering price and redemption price per share ($1,862,285,253 ÷ 145,545,536 shares)  $12.80 

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


Statement of Operations

  Year ended July 31, 2019 
Investment Income   
Dividends  $31,814,244 
Interest  22,943 
Income from Fidelity Central Funds (including $357,084 from security lending)  486,739 
Total income  32,323,926 
Expenses   
Management fee $2,202,224  
Transfer agent fees 1,501,516  
Accounting and security lending fees 517,285  
Custodian fees and expenses 109,745  
Independent trustees' fees and expenses 9,207  
Registration fees 47,914  
Audit 55,787  
Legal 6,339  
Interest 33,273  
Miscellaneous 14,354  
Total expenses before reductions 4,497,644  
Expense reductions (2,836,276)  
Total expenses after reductions  1,661,368 
Net investment income (loss)  30,662,558 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 46,428,561  
Fidelity Central Funds (487)  
Futures contracts (596,545)  
Total net realized gain (loss)  45,831,529 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 20,778,255  
Futures contracts 86,089  
Total change in net unrealized appreciation (depreciation)  20,864,344 
Net gain (loss)  66,695,873 
Net increase (decrease) in net assets resulting from operations  $97,358,431 

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


Statement of Changes in Net Assets

 Year ended July 31, 2019 Year ended July 31, 2018 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $30,662,558 $25,735,157 
Net realized gain (loss) 45,831,529 106,946,615 
Change in net unrealized appreciation (depreciation) 20,864,344 142,150,184 
Net increase (decrease) in net assets resulting from operations 97,358,431 274,831,956 
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 816,434,043 1,274,523,020 
Reinvestment of distributions 17,561,702 5,077,657 
Cost of shares redeemed (1,213,960,114) (705,178,230) 
Net increase (decrease) in net assets resulting from share transactions (379,964,369) 574,422,447 
Total increase (decrease) in net assets (419,167,092) 820,492,145 
Net Assets   
Beginning of period 2,281,452,345 1,460,960,200 
End of period $1,862,285,253 $2,281,452,345 
Other Information   
Undistributed net investment income end of period  $14,791,659 
Shares   
Sold 69,853,539 105,228,710 
Issued in reinvestment of distributions 1,408,093 433,807 
Redeemed (101,839,298) (58,088,108) 
Net increase (decrease) (30,577,666) 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

     
Years ended July 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 .19 .17 .15 .14 
Net realized and unrealized gain (loss) .46 1.62 1.11 .18 
Total from investment operations .65 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 $12.80 $12.95 $11.37 $10.26 
Total ReturnD,E 5.26% 15.91% 12.41% 3.26% 
Ratios to Average Net AssetsF,G     
Expenses before reductions .22% .23% .29% .35%H 
Expenses net of fee waivers, if any .08% .13% .15% .15%H 
Expenses net of all reductions .08% .13% .15% .15%H 
Net investment income (loss) 1.53% 1.37% 1.38% 1.48%H 
Supplemental Data     
Net assets, end of period (000 omitted) $1,862,285 $2,281,452 $1,460,960 $355,719 
Portfolio turnover rateI 41% 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

For the period ended July 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 ranged from less than .005% to .01%.

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

3. Significant Accounting Policies.

The 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 yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of July 31, 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. As of July 31, 2019, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

Book-tax differences are primarily due to futures contracts, 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 $368,275,052 
Gross unrealized depreciation (101,363,669) 
Net unrealized appreciation (depreciation) $266,911,383 
Tax Cost $1,721,971,210 

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

Undistributed ordinary income $15,175,860 
Undistributed long-term capital gain $39,881,040 
Net unrealized appreciation (depreciation) on securities and other investments $266,911,383 

The tax character of distributions paid was as follows:

 July 31, 2019 July 31, 2018 
Ordinary Income $62,420,911 $ 22,841,492 
Long-term Capital Gains 74,140,243 5,920,766 
Total $136,561,154 $ 28,762,258 

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 $812,935,395 and $1,261,848,932, 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.

During July 2019, the Board approved that effective August 1, 2019 transfer agent fees will not be paid by the Fund and will instead be paid by the investment adviser or an affiliate.

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. Prior to April 1, 2019, FSC had a separate agreement with the Fund for administration of the security lending program, based on the number and duration of lending transactions. For the period, the total fees paid for accounting and administration of securities lending were equivalent to an annual rate of .03%.

During July 2019, the Board approved that effective August 1, 2019 accounting fees will not be paid by the Fund and will instead be paid by the investment adviser or an affiliate.

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 $13,935,312 2.48% $15,364 

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 $5,472 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 from time to time in order to earn additional income. For equity securities, lending agents are used, including National Financial Services (NFS), an affiliate of the Fund. Pursuant to a securities lending agreement, NFS will receive a fee, which is capped at 9.9% of daily lending revenue, for its services as lending agent. The Fund may lend securities to certain qualified borrowers, including NFS. 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. Total fees paid by the Fund to NFS, as lending agent, amounted to $3,344. 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. During the period, there were no securities loaned to NFS.

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. At period end, there were no bank borrowings outstanding.

10. Expense Reductions.

The investment adviser contractually agreed to reimburse the Fund to the extent annual operating expenses exceeded .05% of average net assets. This reimbursement will remain in place through November 30, 2020. The expense limitation prior to March 1, 2019 was .10%. 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 $2,835,145.

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 $1,131.

11. Other.

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

At the end of the period, Strategic Advisers Small-Mid Cap Fund was the owner of record of approximately 10% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of Fidelity SAI Small-Mid Cap 500 Index Fund (the "Fund"), a fund of Fidelity Salem Street Trust, including the schedule of investments, as of July 31, 2019, the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the three years in the period then ended and for the period from August 12, 2015 (commencement of operations) to July 31, 2016, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of July 31, 2019, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and for the period from August 12, 2015 (commencement of operations) to July 31, 2016 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of July 31, 2019, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

September 13, 2019


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

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Except for Jonathan Chiel, each of the Trustees oversees 276 funds. Mr. Chiel oversees 170 funds. 

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Jonathan Chiel (1957)

Year of Election or Appointment: 2016

Trustee

Mr. Chiel also serves as Trustee of other Fidelity® funds. Mr. Chiel is Executive Vice President and General Counsel for FMR LLC (diversified financial services company, 2012-present). Previously, Mr. Chiel served as general counsel (2004-2012) and senior vice president and deputy general counsel (2000-2004) for John Hancock Financial Services; a partner with Choate, Hall & Stewart (1996-2000) (law firm); and an Assistant United States Attorney for the United States Attorney’s Office of the District of Massachusetts (1986-95), including Chief of the Criminal Division (1993-1995). Mr. Chiel is a director on the boards of the Boston Bar Foundation and the Maimonides School.

Abigail P. Johnson (1961)

Year of Election or Appointment: 2009

Trustee

Chairman of the Board of Trustees

Ms. Johnson also serves as Trustee of other Fidelity® funds. Ms. Johnson serves as Chairman (2016-present), Chief Executive Officer (2014-present), and Director (2007-present) of FMR LLC (diversified financial services company), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (investment adviser firm, 2011-present) and Chairman and Director of FMR (investment adviser firm, 2011-present). Previously, Ms. Johnson served as Vice Chairman (2007-2016) and President (2013-2016) of FMR LLC, President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc. (investment adviser firm), and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity® funds (2001-2005), and managed a number of Fidelity® funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

Jennifer Toolin McAuliffe (1959)

Year of Election or Appointment: 2016

Trustee

Ms. McAuliffe also serves as Trustee of other Fidelity® funds. Ms. McAuliffe previously served as a Member of the Advisory Board of certain Fidelity® funds (2016) and as Co-Head of Fixed Income of Fidelity Investments Limited (now known as FIL Limited (FIL)) (diversified financial services company). Earlier roles at FIL included Director of Research for FIL’s credit and quantitative teams in London, Hong Kong and Tokyo. Ms. McAuliffe also was the Director of Research for taxable and municipal bonds at Fidelity Investments Money Management, Inc. Ms. McAuliffe is also a director or trustee of several not-for-profit entities.

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

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

Independent Trustees:

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

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

Elizabeth S. Acton (1951)

Year of Election or Appointment: 2013

Trustee

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

Ann E. Dunwoody (1953)

Year of Election or Appointment: 2018

Trustee

General Dunwoody also serves as Trustee of other Fidelity® funds. General Dunwoody (United States Army, Retired) was the first woman in U.S. military history to achieve the rank of four-star general and prior to her retirement in 2012 held a variety of positions within the U.S. Army, including Commanding General, U.S. Army Material Command (2008-2012). She is the President of First to Four LLC (leadership and mentoring services, 2012-present). She also serves as a member of the Board of Directors and Nominating and Corporate Governance Committee of L3 Technologies, Inc. (communication, electronic, sensor, and aerospace systems, 2013-present), Board of Directors and Nomination and Corporate Governance Committees of Kforce Inc. (professional staffing services, 2016-present) and Board of Directors of Automattic Inc. (software engineering, 2018-present). Previously, General Dunwoody served as a Member of the Advisory Board of certain Fidelity® funds (2018), a member of the Board of Directors and Audit and Sustainability and Corporate Responsibility Committees of Republic Services, Inc. (waste collection, disposal and recycling, 2013-2016). Ms. Dunwoody also serves on several boards for non-profit organizations, including as a member of the Board of Directors, Chair of the Nomination and Governance Committee and member of the Audit Committee of Logistics Management Institute (consulting non-profit, 2012-present), a member of the Board of Directors of the Army Historical Foundation (2015-present), a member of the Council of Trustees for the Association of the United States Army (advocacy non-profit, 2013-present) and a member of the Board of Trustees of Florida Institute of Technology (2015-present) and ThanksUSA (military family education non-profit, 2014-present).

John Engler (1948)

Year of Election or Appointment: 2014

Trustee

Mr. Engler also serves as Trustee of other Fidelity® funds. He serves on the board of directors for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present) and K12 Inc. (technology-based education company, 2012-present). Previously, Mr. Engler served as interim president of Michigan State University (2018-2019), a Member of the Advisory Board of certain Fidelity® funds (2014-2016), president of the Business Roundtable (2011-2017), a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011), member of the Board of Trustees of the Annie E. Casey Foundation (2004-2015), and as governor of Michigan (1991-2003). He is a past chairman of the National Governors Association.

Robert F. Gartland (1951)

Year of Election or Appointment: 2010

Trustee

Mr. Gartland also serves as Trustee of other Fidelity® funds. Mr. Gartland is Chairman and an investor in Gartland & Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007), including Managing Director (1987-2007), and Chase Manhattan Bank (1975-1978).

Arthur E. Johnson (1947)

Year of Election or Appointment: 2008

Trustee

Chairman of the Independent Trustees

Mr. Johnson also serves as Trustee of other Fidelity® funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation plc (diversified power management, 2009-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). Mr. Johnson previously served as Vice Chairman (2015-2018) of the Independent Trustees of certain Fidelity® funds and on the Board of Directors of IKON Office Solutions, Inc. (1999-2008), AGL Resources, Inc. (holding company, 2002-2016), and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.

Michael E. Kenneally (1954)

Year of Election or Appointment: 2009

Trustee

Vice Chairman of the Independent Trustees

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

Marie L. Knowles (1946)

Year of Election or Appointment: 2001

Trustee

Ms. Knowles also serves as Trustee of other Fidelity® funds. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company (pipeline and tanker operations). Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Santa Catalina Island Company (real estate, 2009-present). Ms. Knowles is a Member of the Investment Company Institute Board of Governors and a Member of the Governing Council of the Independent Directors Council (2014-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002). Ms. Knowles previously served as Chairman (2015-2018) and Vice Chairman (2012-2015) of the Independent Trustees of certain Fidelity® funds.

Mark A. Murray (1954)

Year of Election or Appointment: 2016

Trustee

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

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

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as Assistant Treasurer of other funds. Mr. Brown is an employee of Fidelity Investments (2013-present).

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

Mr. Burke also serves as Chief Financial Officer of other funds. Mr. Burke serves as Head of Investment Operations for Fidelity Fund and Investment Operations (2018-present) and is an employee of Fidelity Investments (1998-present). Previously Mr. Burke served as head of Asset Management Investment Operations (2012-2018).

William C. Coffey (1969)

Year of Election or Appointment: 2018

Secretary and Chief Legal Officer (CLO)

Mr. Coffey also serves as Secretary and CLO of other funds. Mr. Coffey serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2018-present); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2018-present); and CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2018-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Assistant Secretary of certain funds (2009-2018) and as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (diversified financial services company, 2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as President and Treasurer of certain Fidelity® funds (2013-2018). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

President and Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Assistant Treasurer of certain Fidelity® funds (2016-2018). 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John B. McGinty, Jr. (1962)

Year of Election or Appointment: 2016

Chief Compliance Officer

Mr. McGinty also serves as Chief Compliance Officer of other funds. Mr. McGinty is Senior Vice President of Asset Management Compliance for Fidelity Investments and is an employee of Fidelity Investments (2016-present). Mr. McGinty previously served as Vice President, Senior Attorney at Eaton Vance Management (investment management firm, 2015-2016), and prior to Eaton Vance as global CCO for all firm operations and registered investment companies at GMO LLC (investment management firm, 2009-2015). Before joining GMO LLC, Mr. McGinty served as Senior Vice President, Deputy General Counsel for Fidelity Investments (2007-2009).

Jason P. Pogorelec (1975)

Year of Election or Appointment: 2015

Assistant Secretary

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

Nancy D. Prior (1967)

Year of Election or Appointment: 2014

Vice President

Ms. Prior also serves as Vice President of other funds. Ms. Prior serves as President Fixed Income, High Income/Emerging Market Debt and Multi Asset Class Strategies of FIAM LLC (2018-present), President (2016-present) and Director (2014-present) of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm), President, Fixed Income (2014-present), and is an employee of Fidelity Investments (2002-present). Previously, Ms. Prior served as Vice Chairman of FIAM LLC (investment adviser firm, 2014-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), President Multi-Asset Class Strategies of FMR's Global Asset Allocation Division (2017-2018), Vice President of Fidelity's Money Market Funds (2012-2014), President, Money Market and Short Duration Bond Group of Fidelity Management & Research (FMR) (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2013), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of certain Fidelity® funds (2008-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), is an employee of Fidelity Investments (2009-present), and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Assistant Treasurer (2013-2018) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Wegmann also serves as Assistant Treasurer of other funds. Mr. Wegmann is an employee of Fidelity Investments (2011-present).

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2019 to July 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
February 1, 2019 
Ending
Account Value
July 31, 2019 
Expenses Paid
During Period-B
February 1, 2019
to July 31, 2019 
Actual .06% $1,000.00 $1,098.70 $.31 
Hypothetical-C  $1,000.00 $1,024.50 $.30 

 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 181/365 (to reflect the one-half year period).

 C 5% return per year before expenses

Distributions (Unaudited)

The Board of Trustees of Fidelity SAI Small-Mid Cap 500 Index Fund voted to pay on September 16, 2019, to shareholders of record at the opening of business on September 13, 2019, a distribution of $0.297 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.113 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2019, $40,747,185, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 22% and 61% of the dividends distributed in September and December, respectively during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund designates 24% and 68% of the dividends distributed in September and December, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund designates 14% of the dividends distributed during the fiscal year as a section 199A dividend.

The fund will notify shareholders in January 2020 of amounts for use in preparing 2019 income tax returns.





Fidelity Investments

SV3-ANN-0919
1.9868212.103


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.



Annual Report

July 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

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions


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

You may also call 1-800-544-3455 to request a free copy of the proxy voting guidelines.

The funds or securities referred to herein are not sponsored, endorsed, or promoted by MSCI, and MSCI bears no liability with respect to any such funds or securities or any index on which such funds or securities are based. The prospectus contains a more detailed description of the limited relationship MSCI has with Fidelity and any related funds.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 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-PORT. Forms N-PORT are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-PORT may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended July 31, 2019 Past 1 year Life of fundA 
Fidelity® SAI U.S. Quality Index Fund  9.70% 14.13% 

 A From October 8, 2015

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® SAI U.S. Quality Index Fund on October 8, 2015, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the MSCI USA Quality Index, Fidelity U.S. Quality Focus Index, and Fidelity SAI U.S. Quality Index Fund Linked Index performed over the same period.


Period Ending Values

$16,556Fidelity® SAI U.S. Quality Index Fund

$16,573Fidelity U.S. Quality Focus Index

$17,130MSCI USA Quality Index

$16,640Fidelity SAI U.S. Quality Index Fund Linked Index

Effective March 18, 2019, the Fidelity SAI U.S. Quality Index Fund began comparing its performance to the Fidelity U.S. Quality Focus Index rather than the MSCI USA Quality Index as a result of the change to the fund’s investment policies.

Management's Discussion of Fund Performance

Market Recap:  The U.S. equity bellwether S&P 500® index gained 7.99% for the 12 months ending July 31, 2019, beginning the new year on a high note after enduring a historically volatile final quarter of 2018. Upbeat company earnings/outlooks and signs the Federal Reserve may pause on rates boosted stocks to an all-time high on April 30. In May, however, volatility spiked and stocks returned -6.35% for the month amid the Fed’s decision to hold interest rates steady and signal that it had little appetite to adjust them any time soon, as well as retaliatory tariffs imposed on the U.S. by China. The downtrend was similar to late 2018, when many investors fled from risk assets on elevated concerns about future economic growth, global trade and tighter monetary policy. The bull market roared back in June, with the S&P 500® rising 7.05%, and recorded a series of all-time highs in a productive July (+1.44%). For the full 12 months, growth stocks outpaced value, while large-caps handily bested small-caps. By sector, information technology (+19%) led the way, boosted by continued strength in software & services (+26%), the market’s largest industry segment. Three defensive groups also stood out – real estate (+18%), utilities (+17%) and consumer staples (+15%) – followed by consumer discretionary (+10%) and communication services (+8%). In contrast, energy (-16%) was by far the weakest sector. Other notable laggards included materials (0%), financials (+3%), industrials (+4%) and health care (+4%).

Comments from the Geode Capital Management, LLC, passive equity index team:  For the fiscal year, the fund gained 9.70%, performing roughly in line with the 9.78% increase in the Fidelity SAI U.S. Quality Index Fund Linked Index. Many of the portfolio's top individual contributors came from the information technology sector, which was the strongest-performing segment of the index this period. Leading the way were by MasterCard (+38%) and Visa (+31%), two leaders in electronic-payments processing. Strong financial results driven by growth in non-cash financial transactions boosted these companies' share prices the past 12 months. Further aiding the fund's return was the stock of consumer electronics and personal computer manufacturer Apple (+13%), partly reflecting recent strength in its wearables and services businesses. A favorable earnings report also lifted shares of software manufacturer Microsoft (+27%), due notably to continued growth in the company's cloud-computing business. Elsewhere, Procter & Gamble (+29%) added value, as the consumer branded-goods company produced better-than-expected sales gains during the period. In contrast, the fund's biggest individual detractor was NVIDIA (-29%), a maker of graphics chips. Both of these stocks were not held at period end. Here, weaker-than-anticipated financial results weighed on the company's shares, particularly in the market selloff in the fourth quarter of 2018. Also hampering performance was Biogen (-29%), which plunged in March after the company announced plans to discontinue drug trials for a once-promising treatment for Alzheimer's disease. Lastly, poor earnings prospects weighed on the stock of 3M (-15%), as the maker of various consumer and industrial products reported first-quarter earnings that disappointed analysts.

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

Notes to Shareholders:  On March 18, 2019, the fund's benchmark changed from the MSCI USA Quality Index to the Fidelity U.S. Quality Focus Index. On March 22, 2019, Pat Waddell retired and is no longer a portfolio manager with Geode Capital Management.

Investment Summary (Unaudited)

Top Five Stocks as of July 31, 2019

 % of fund's net assets 
Apple, Inc. 6.7 
Alphabet, Inc. Class A 5.0 
Visa, Inc. Class A 4.2 
The Home Depot, Inc. 4.0 
MasterCard, Inc. Class A 3.9 
 23.8 

Top Five Market Sectors as of July 31, 2019

 % of fund's net assets 
Information Technology 32.3 
Health Care 21.1 
Consumer Discretionary 15.9 
Financials 9.0 
Consumer Staples 8.5 

Asset Allocation (% of fund's net assets)

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


 * Foreign investments - 3.9%

Schedule of Investments July 31, 2019

Showing Percentage of Net Assets

Common Stocks - 99.7%   
 Shares Value 
COMMUNICATION SERVICES - 5.0%   
Interactive Media & Services - 5.0%   
Alphabet, Inc. Class A (a) 362,661 $441,793,630 
CONSUMER DISCRETIONARY - 15.9%   
Auto Components - 0.2%   
Gentex Corp. 568,083 15,576,836 
Diversified Consumer Services - 0.1%   
Frontdoor, Inc. (a) 185,256 8,455,084 
Hotels, Restaurants & Leisure - 3.8%   
Las Vegas Sands Corp. 775,436 46,867,352 
McDonald's Corp. 910,144 191,785,544 
Planet Fitness, Inc. (a) 112,828 8,875,050 
Wyndham Destinations, Inc. 207,008 9,741,796 
Yum! Brands, Inc. 671,481 75,555,042 
  332,824,784 
Internet & Direct Marketing Retail - 2.1%   
The Booking Holdings, Inc. (a) 98,642 186,098,984 
Specialty Retail - 6.5%   
AutoZone, Inc. (a) 54,693 61,422,427 
O'Reilly Automotive, Inc. (a) 171,755 65,397,434 
Ross Stores, Inc. 812,115 86,108,553 
The Home Depot, Inc. 1,632,441 348,836,317 
  561,764,731 
Textiles, Apparel & Luxury Goods - 3.2%   
lululemon athletica, Inc. (a) 231,107 44,162,237 
NIKE, Inc. Class B 2,758,496 237,313,411 
  281,475,648 
TOTAL CONSUMER DISCRETIONARY  1,386,196,067 
CONSUMER STAPLES - 8.5%   
Beverages - 0.9%   
Brown-Forman Corp. Class B (non-vtg.) 361,643 19,821,653 
Monster Beverage Corp. (a) 856,990 55,250,145 
  75,071,798 
Household Products - 3.2%   
Clorox Co. 280,861 45,667,999 
Colgate-Palmolive Co. 1,888,291 135,465,996 
Kimberly-Clark Corp. 754,794 102,387,806 
  283,521,801 
Personal Products - 1.1%   
Estee Lauder Companies, Inc. Class A 478,288 88,095,867 
Herbalife Nutrition Ltd. (a) 224,442 9,206,611 
  97,302,478 
Tobacco - 3.3%   
Philip Morris International, Inc. 3,406,610 284,826,662 
TOTAL CONSUMER STAPLES  740,722,739 
FINANCIALS - 9.0%   
Banks - 0.3%   
SVB Financial Group (a) 115,336 26,754,492 
Capital Markets - 4.8%   
Ameriprise Financial, Inc. 296,928 43,205,993 
BlackRock, Inc. Class A 102,640 48,002,675 
Eaton Vance Corp. (non-vtg.) (b) 252,374 11,230,643 
Evercore, Inc. Class A 89,837 7,759,222 
FactSet Research Systems, Inc. (b) 83,355 23,114,342 
Federated Investors, Inc. Class B (non-vtg.) 209,835 7,291,766 
Lazard Ltd. Class A (b) 284,371 11,008,001 
LPL Financial 186,465 15,638,820 
MarketAxess Holdings, Inc. 82,584 27,834,111 
Moody's Corp. 364,148 78,051,482 
MSCI, Inc. 184,787 41,990,998 
SEI Investments Co. 282,911 16,858,666 
T. Rowe Price Group, Inc. 517,753 58,708,013 
TD Ameritrade Holding Corp. (b) 590,255 30,162,031 
  420,856,763 
Consumer Finance - 0.2%   
Credit Acceptance Corp. (a) 26,610 12,720,378 
Insurance - 3.6%   
AFLAC, Inc. 1,644,291 86,555,478 
Erie Indemnity Co. Class A 43,524 9,695,841 
Marsh & McLennan Companies, Inc. 1,067,657 105,484,512 
Primerica, Inc. 93,317 11,449,063 
Progressive Corp. 1,279,559 103,618,688 
  316,803,582 
Thrifts & Mortgage Finance - 0.1%   
Essent Group Ltd. 215,390 9,942,402 
TOTAL FINANCIALS  787,077,617 
HEALTH CARE - 21.1%   
Biotechnology - 8.2%   
AbbVie, Inc. 3,232,524 215,350,749 
Amgen, Inc. 1,363,671 254,433,735 
Biogen, Inc. (a) 431,071 102,517,305 
Celgene Corp. (a) 1,539,155 141,386,778 
  713,688,567 
Health Care Equipment & Supplies - 2.4%   
Align Technology, Inc. (a) 159,503 33,348,887 
IDEXX Laboratories, Inc. (a) 180,110 50,800,026 
Intuitive Surgical, Inc. (a) 235,525 122,357,593 
  206,506,506 
Health Care Providers & Services - 0.1%   
HealthEquity, Inc. (a)(b) 118,947 9,751,275 
Health Care Technology - 0.5%   
Veeva Systems, Inc. Class A (a) 274,221 45,493,264 
Life Sciences Tools & Services - 0.8%   
Mettler-Toledo International, Inc. (a) 54,336 41,118,768 
Waters Corp. (a) 156,713 32,997,489 
  74,116,257 
Pharmaceuticals - 9.1%   
Bristol-Myers Squibb Co. 3,577,874 158,893,384 
Jazz Pharmaceuticals PLC (a) 125,033 17,427,100 
Merck & Co., Inc. 3,904,186 324,008,396 
Pfizer, Inc. 7,641,751 296,805,609 
  797,134,489 
TOTAL HEALTH CARE  1,846,690,358 
INDUSTRIALS - 5.6%   
Commercial Services & Supplies - 0.1%   
Rollins, Inc. 322,992 10,829,922 
Electrical Equipment - 0.5%   
Rockwell Automation, Inc. 260,059 41,812,286 
Industrial Conglomerates - 2.5%   
3M Co. 1,261,818 220,464,841 
Machinery - 1.7%   
Allison Transmission Holdings, Inc. 261,364 12,009,676 
Illinois Tool Works, Inc. 661,500 102,023,145 
Snap-On, Inc. (b) 121,878 18,599,802 
Toro Co. (b) 232,579 16,936,403 
  149,569,026 
Professional Services - 0.3%   
Insperity, Inc. 81,638 8,682,201 
Robert Half International, Inc. 260,949 15,763,929 
  24,446,130 
Trading Companies & Distributors - 0.5%   
Fastenal Co. 1,254,183 38,628,836 
TOTAL INDUSTRIALS  485,751,041 
INFORMATION TECHNOLOGY - 32.3%   
Communications Equipment - 0.2%   
F5 Networks, Inc. (a) 130,260 19,111,747 
IT Services - 14.2%   
Accenture PLC Class A 1,384,824 266,689,406 
Automatic Data Processing, Inc. 954,647 158,967,818 
MasterCard, Inc. Class A 1,260,549 343,209,676 
Paychex, Inc. 700,340 58,163,237 
VeriSign, Inc. (a) 230,864 48,733,082 
Visa, Inc. Class A 2,058,497 366,412,466 
  1,242,175,685 
Semiconductors & Semiconductor Equipment - 4.1%   
Maxim Integrated Products, Inc. 599,129 35,462,446 
Texas Instruments, Inc. 2,056,611 257,096,941 
Xilinx, Inc. 544,931 62,236,570 
  354,795,957 
Software - 6.7%   
ANSYS, Inc. (a) 176,792 35,909,991 
Cadence Design Systems, Inc. (a) 614,440 45,413,260 
Check Point Software Technologies Ltd. (a) 277,287 31,042,280 
Fortinet, Inc. (a) 317,841 25,525,811 
Intuit, Inc. 567,737 157,439,147 
Manhattan Associates, Inc. (a) 142,481 12,109,460 
Microsoft Corp. 429,185 58,485,040 
Oracle Corp. 2,863,230 161,199,849 
Paycom Software, Inc. (a) 105,435 25,383,476 
VMware, Inc. Class A 166,164 28,993,956 
  581,502,270 
Technology Hardware, Storage & Peripherals - 7.1%   
Apple, Inc. 2,763,694 588,777,371 
NetApp, Inc. 541,225 31,656,250 
  620,433,621 
TOTAL INFORMATION TECHNOLOGY  2,818,019,280 
REAL ESTATE - 2.3%   
Equity Real Estate Investment Trusts (REITs) - 2.3%   
Apartment Investment & Management Co. Class A 340,625 16,874,563 
Public Storage 258,949 62,862,459 
Ryman Hospitality Properties, Inc. 112,492 8,436,900 
Simon Property Group, Inc. 677,064 109,819,781 
  197,993,703 
TOTAL COMMON STOCKS   
(Cost $7,456,377,525)  8,704,244,435 
 Principal Amount Value 
U.S. Treasury Obligations - 0.0%   
U.S. Treasury Bills, yield at date of purchase 2.41% 9/12/19 (c)   
(Cost $797,778) 800,000 798,191 
 Shares Value 
Money Market Funds - 0.8%   
Fidelity Cash Central Fund 2.43% (d) 17,965,586 $17,969,179 
Fidelity Securities Lending Cash Central Fund 2.43% (d)(e) 54,714,755 54,720,226 
TOTAL MONEY MARKET FUNDS   
(Cost $72,689,287)  72,689,405 
TOTAL INVESTMENT IN SECURITIES - 100.5%   
(Cost $7,529,864,590)  8,777,732,031 
NET OTHER ASSETS (LIABILITIES) - (0.5)%  (44,975,648) 
NET ASSETS - 100%  $8,732,756,383 

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) 194 Sept. 2019 $28,928,310 $89,219 $89,219 

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) 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 $798,191.

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

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

Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $517,165 
Fidelity Securities Lending Cash Central Fund 798,699 
Total $1,315,864 

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. Amount for Fidelity Securities Lending Cash Central Fund 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.

Investment Valuation

The following is a summary of the inputs used, as of July 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 $441,793,630 $441,793,630 $-- $-- 
Consumer Discretionary 1,386,196,067 1,386,196,067 -- -- 
Consumer Staples 740,722,739 740,722,739 -- -- 
Financials 787,077,617 787,077,617 -- -- 
Health Care 1,846,690,358 1,846,690,358 -- -- 
Industrials 485,751,041 485,751,041 -- -- 
Information Technology 2,818,019,280 2,818,019,280 -- -- 
Real Estate 197,993,703 197,993,703 -- -- 
U.S. Government and Government Agency Obligations 798,191 -- 798,191 -- 
Money Market Funds 72,689,405 72,689,405 -- -- 
Total Investments in Securities: $8,777,732,031 $8,776,933,840 $798,191 $-- 
Derivative Instruments:     
Assets     
Futures Contracts $89,219 $89,219 $-- $-- 
Total Assets $89,219 $89,219 $-- $-- 
Total Derivative Instruments: $89,219 $89,219 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of July 31, 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) $89,219 $0 
Total Equity Risk 89,219 
Total Value of Derivatives $89,219 $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).

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


Financial Statements

Statement of Assets and Liabilities

  July 31, 2019 
Assets   
Investment in securities, at value (including securities loaned of $53,316,471) — See accompanying schedule:
Unaffiliated issuers (cost $7,457,175,303) 
$8,705,042,626  
Fidelity Central Funds (cost $72,689,287) 72,689,405  
Total Investment in Securities (cost $7,529,864,590)  $8,777,732,031 
Segregated cash with brokers for derivative instruments  337,680 
Receivable for fund shares sold  3,197,795 
Dividends receivable  9,245,091 
Distributions receivable from Fidelity Central Funds  73,805 
Prepaid expenses  20,024 
Receivable from investment adviser for expense reductions  309,939 
Total assets  8,790,916,365 
Liabilities   
Payable for fund shares redeemed $1,678,125  
Accrued management fee 726,980  
Payable for daily variation margin on futures contracts 267,387  
Other affiliated payables 631,041  
Other payables and accrued expenses 152,196  
Collateral on securities loaned 54,704,253  
Total liabilities  58,159,982 
Net Assets  $8,732,756,383 
Net Assets consist of:   
Paid in capital  $6,515,185,588 
Total distributable earnings (loss)  2,217,570,795 
Net Assets, for 574,756,244 shares outstanding  $8,732,756,383 
Net Asset Value, offering price and redemption price per share ($8,732,756,383 ÷ 574,756,244 shares)  $15.19 

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


Statement of Operations

  Year ended July 31, 2019 
Investment Income   
Dividends  $143,894,117 
Interest  24,512 
Income from Fidelity Central Funds (including $798,699 from security lending)  1,315,864 
Total income  145,234,493 
Expenses   
Management fee $7,604,152  
Transfer agent fees 5,703,114  
Accounting and security lending fees 988,005  
Custodian fees and expenses 86,569  
Independent trustees' fees and expenses 33,238  
Registration fees 169,549  
Audit 55,236  
Legal 13,316  
Interest 12,393  
Miscellaneous 47,678  
Total expenses before reductions 14,713,250  
Expense reductions (3,238,863)  
Total expenses after reductions  11,474,387 
Net investment income (loss)  133,760,106 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 964,706,063  
Fidelity Central Funds 266  
Futures contracts 4,031,856  
Total net realized gain (loss)  968,738,185 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers (345,525,788)  
Fidelity Central Funds 118  
Futures contracts (223,601)  
Total change in net unrealized appreciation (depreciation)  (345,749,271) 
Net gain (loss)  622,988,914 
Net increase (decrease) in net assets resulting from operations  $756,749,020 

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


Statement of Changes in Net Assets

 Year ended July 31, 2019 Year ended July 31, 2018 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $133,760,106 $96,242,444 
Net realized gain (loss) 968,738,185 87,427,749 
Change in net unrealized appreciation (depreciation) (345,749,271) 982,538,491 
Net increase (decrease) in net assets resulting from operations 756,749,020 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 1,813,165,441 4,206,625,253 
Reinvestment of distributions 138,985,268 162,527,504 
Cost of shares redeemed (1,026,220,857) (3,159,543,842) 
Net increase (decrease) in net assets resulting from share transactions 925,929,852 1,209,608,915 
Total increase (decrease) in net assets 1,485,112,943 2,153,762,328 
Net Assets   
Beginning of period 7,247,643,440 5,093,881,112 
End of period $8,732,756,383 $7,247,643,440 
Other Information   
Undistributed net investment income end of period  $48,909,433 
Shares   
Sold 127,001,447 317,003,949 
Issued in reinvestment of distributions 9,901,495 13,154,961 
Redeemed (71,472,984) (235,826,171) 
Net increase (decrease) 65,429,958 94,332,739 

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


Financial Highlights

Fidelity SAI U.S. Quality Index Fund

     
Years ended July 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 .25 .21 .21 .13 
Net realized and unrealized gain (loss) 1.10 2.25 1.36 .77 
Total from investment operations 1.35 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 $15.19 $14.23 $12.27 $10.87 
Total ReturnC,D 9.70% 20.71% 14.70% 9.01% 
Ratios to Average Net AssetsE,F     
Expenses before reductions .19% .20% .21% .25%G 
Expenses net of fee waivers, if any .15% .15% .15% .15%G 
Expenses net of all reductions .15% .15% .15% .15%G 
Net investment income (loss) 1.76% 1.55% 1.84% 1.56%G 
Supplemental Data     
Net assets, end of period (000 omitted) $8,732,756 $7,247,643 $5,093,881 $3,598,609 
Portfolio turnover rateH 99% 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

For the period ended July 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 ranged from less than .005% to .01%.

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

3. Significant Accounting Policies.

The 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 yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of July 31, 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. As of July 31, 2019, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

Book-tax differences are primarily due to futures contracts, 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 $1,466,501,573 
Gross unrealized depreciation (232,206,849) 
Net unrealized appreciation (depreciation) $1,234,294,724 
Tax Cost $7,543,437,307 

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

Undistributed ordinary income $212,572,250 
Undistributed long-term capital gain $770,703,820 
Net unrealized appreciation (depreciation) on securities and other investments $1,234,294,724 

The tax character of distributions paid was as follows:

 July 31, 2019 July 31, 2018 
Ordinary Income $125,627,312 $ 133,689,913 
Long-term Capital Gains 71,938,617 88,365,358 
Total $197,565,929 $ 222,055,271 

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 $8,458,567,817 and $7,521,021,350, 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.

During July 2019, the Board approved that effective August 1, 2019 transfer agent fees will not be paid by the Fund and will instead be paid by the investment adviser or an affiliate.

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. Prior to April 1, 2019, FSC had a separate agreement with the Fund for administration of the security lending program, based on the number and duration of lending transactions. For the period, the total fees paid for accounting and administration of securities lending were equivalent to an annual rate of .01%.

During July 2019, the Board approved that effective August 1, 2019 accounting fees will not be paid by the Fund and will instead be paid by the investment adviser or an affiliate.

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 $24,053,429 2.65% $12,393 

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.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $307,222.

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 $20,020 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 from time to time in order to earn additional income. For equity securities, lending agents are used, including National Financial Services (NFS), an affiliate of the Fund. Pursuant to a securities lending agreement, NFS will receive a fee, which is capped at 9.9% of daily lending revenue, for its services as lending agent. The Fund may lend securities to certain qualified borrowers, including NFS. 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. Total fees paid by the Fund to NFS, as lending agent, amounted to $332. 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. During the period, there were no securities loaned to NFS.

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, 2020. 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 $3,238,863.

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 26%, 12% and 32%, respectively, of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of Fidelity SAI U.S. Quality Index Fund (the "Fund"), a fund of Fidelity Salem Street Trust, including the schedule of investments, as of July 31, 2019, the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the three years in the period then ended and for the period from October 8, 2015 (commencement of operations) to July 31, 2016, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of July 31, 2019, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and for the period from October 8, 2015 (commencement of operations) to July 31, 2016 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of July 31, 2019, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

September 13, 2019


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

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Except for Jonathan Chiel, each of the Trustees oversees 276 funds. Mr. Chiel oversees 170 funds. 

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Jonathan Chiel (1957)

Year of Election or Appointment: 2016

Trustee

Mr. Chiel also serves as Trustee of other Fidelity® funds. Mr. Chiel is Executive Vice President and General Counsel for FMR LLC (diversified financial services company, 2012-present). Previously, Mr. Chiel served as general counsel (2004-2012) and senior vice president and deputy general counsel (2000-2004) for John Hancock Financial Services; a partner with Choate, Hall & Stewart (1996-2000) (law firm); and an Assistant United States Attorney for the United States Attorney’s Office of the District of Massachusetts (1986-95), including Chief of the Criminal Division (1993-1995). Mr. Chiel is a director on the boards of the Boston Bar Foundation and the Maimonides School.

Abigail P. Johnson (1961)

Year of Election or Appointment: 2009

Trustee

Chairman of the Board of Trustees

Ms. Johnson also serves as Trustee of other Fidelity® funds. Ms. Johnson serves as Chairman (2016-present), Chief Executive Officer (2014-present), and Director (2007-present) of FMR LLC (diversified financial services company), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (investment adviser firm, 2011-present) and Chairman and Director of FMR (investment adviser firm, 2011-present). Previously, Ms. Johnson served as Vice Chairman (2007-2016) and President (2013-2016) of FMR LLC, President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc. (investment adviser firm), and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity® funds (2001-2005), and managed a number of Fidelity® funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

Jennifer Toolin McAuliffe (1959)

Year of Election or Appointment: 2016

Trustee

Ms. McAuliffe also serves as Trustee of other Fidelity® funds. Ms. McAuliffe previously served as a Member of the Advisory Board of certain Fidelity® funds (2016) and as Co-Head of Fixed Income of Fidelity Investments Limited (now known as FIL Limited (FIL)) (diversified financial services company). Earlier roles at FIL included Director of Research for FIL’s credit and quantitative teams in London, Hong Kong and Tokyo. Ms. McAuliffe also was the Director of Research for taxable and municipal bonds at Fidelity Investments Money Management, Inc. Ms. McAuliffe is also a director or trustee of several not-for-profit entities.

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

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

Independent Trustees:

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

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

Elizabeth S. Acton (1951)

Year of Election or Appointment: 2013

Trustee

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

Ann E. Dunwoody (1953)

Year of Election or Appointment: 2018

Trustee

General Dunwoody also serves as Trustee of other Fidelity® funds. General Dunwoody (United States Army, Retired) was the first woman in U.S. military history to achieve the rank of four-star general and prior to her retirement in 2012 held a variety of positions within the U.S. Army, including Commanding General, U.S. Army Material Command (2008-2012). She is the President of First to Four LLC (leadership and mentoring services, 2012-present). She also serves as a member of the Board of Directors and Nominating and Corporate Governance Committee of L3 Technologies, Inc. (communication, electronic, sensor, and aerospace systems, 2013-present), Board of Directors and Nomination and Corporate Governance Committees of Kforce Inc. (professional staffing services, 2016-present) and Board of Directors of Automattic Inc. (software engineering, 2018-present). Previously, General Dunwoody served as a Member of the Advisory Board of certain Fidelity® funds (2018), a member of the Board of Directors and Audit and Sustainability and Corporate Responsibility Committees of Republic Services, Inc. (waste collection, disposal and recycling, 2013-2016). Ms. Dunwoody also serves on several boards for non-profit organizations, including as a member of the Board of Directors, Chair of the Nomination and Governance Committee and member of the Audit Committee of Logistics Management Institute (consulting non-profit, 2012-present), a member of the Board of Directors of the Army Historical Foundation (2015-present), a member of the Council of Trustees for the Association of the United States Army (advocacy non-profit, 2013-present) and a member of the Board of Trustees of Florida Institute of Technology (2015-present) and ThanksUSA (military family education non-profit, 2014-present).

John Engler (1948)

Year of Election or Appointment: 2014

Trustee

Mr. Engler also serves as Trustee of other Fidelity® funds. He serves on the board of directors for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present) and K12 Inc. (technology-based education company, 2012-present). Previously, Mr. Engler served as interim president of Michigan State University (2018-2019), a Member of the Advisory Board of certain Fidelity® funds (2014-2016), president of the Business Roundtable (2011-2017), a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011), member of the Board of Trustees of the Annie E. Casey Foundation (2004-2015), and as governor of Michigan (1991-2003). He is a past chairman of the National Governors Association.

Robert F. Gartland (1951)

Year of Election or Appointment: 2010

Trustee

Mr. Gartland also serves as Trustee of other Fidelity® funds. Mr. Gartland is Chairman and an investor in Gartland & Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007), including Managing Director (1987-2007), and Chase Manhattan Bank (1975-1978).

Arthur E. Johnson (1947)

Year of Election or Appointment: 2008

Trustee

Chairman of the Independent Trustees

Mr. Johnson also serves as Trustee of other Fidelity® funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation plc (diversified power management, 2009-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). Mr. Johnson previously served as Vice Chairman (2015-2018) of the Independent Trustees of certain Fidelity® funds and on the Board of Directors of IKON Office Solutions, Inc. (1999-2008), AGL Resources, Inc. (holding company, 2002-2016), and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.

Michael E. Kenneally (1954)

Year of Election or Appointment: 2009

Trustee

Vice Chairman of the Independent Trustees

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

Marie L. Knowles (1946)

Year of Election or Appointment: 2001

Trustee

Ms. Knowles also serves as Trustee of other Fidelity® funds. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company (pipeline and tanker operations). Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Santa Catalina Island Company (real estate, 2009-present). Ms. Knowles is a Member of the Investment Company Institute Board of Governors and a Member of the Governing Council of the Independent Directors Council (2014-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002). Ms. Knowles previously served as Chairman (2015-2018) and Vice Chairman (2012-2015) of the Independent Trustees of certain Fidelity® funds.

Mark A. Murray (1954)

Year of Election or Appointment: 2016

Trustee

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

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

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as Assistant Treasurer of other funds. Mr. Brown is an employee of Fidelity Investments (2013-present).

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

Mr. Burke also serves as Chief Financial Officer of other funds. Mr. Burke serves as Head of Investment Operations for Fidelity Fund and Investment Operations (2018-present) and is an employee of Fidelity Investments (1998-present). Previously Mr. Burke served as head of Asset Management Investment Operations (2012-2018).

William C. Coffey (1969)

Year of Election or Appointment: 2018

Secretary and Chief Legal Officer (CLO)

Mr. Coffey also serves as Secretary and CLO of other funds. Mr. Coffey serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2018-present); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2018-present); and CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2018-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Assistant Secretary of certain funds (2009-2018) and as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (diversified financial services company, 2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as President and Treasurer of certain Fidelity® funds (2013-2018). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

President and Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Assistant Treasurer of certain Fidelity® funds (2016-2018). 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John B. McGinty, Jr. (1962)

Year of Election or Appointment: 2016

Chief Compliance Officer

Mr. McGinty also serves as Chief Compliance Officer of other funds. Mr. McGinty is Senior Vice President of Asset Management Compliance for Fidelity Investments and is an employee of Fidelity Investments (2016-present). Mr. McGinty previously served as Vice President, Senior Attorney at Eaton Vance Management (investment management firm, 2015-2016), and prior to Eaton Vance as global CCO for all firm operations and registered investment companies at GMO LLC (investment management firm, 2009-2015). Before joining GMO LLC, Mr. McGinty served as Senior Vice President, Deputy General Counsel for Fidelity Investments (2007-2009).

Jason P. Pogorelec (1975)

Year of Election or Appointment: 2015

Assistant Secretary

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

Nancy D. Prior (1967)

Year of Election or Appointment: 2014

Vice President

Ms. Prior also serves as Vice President of other funds. Ms. Prior serves as President Fixed Income, High Income/Emerging Market Debt and Multi Asset Class Strategies of FIAM LLC (2018-present), President (2016-present) and Director (2014-present) of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm), President, Fixed Income (2014-present), and is an employee of Fidelity Investments (2002-present). Previously, Ms. Prior served as Vice Chairman of FIAM LLC (investment adviser firm, 2014-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), President Multi-Asset Class Strategies of FMR's Global Asset Allocation Division (2017-2018), Vice President of Fidelity's Money Market Funds (2012-2014), President, Money Market and Short Duration Bond Group of Fidelity Management & Research (FMR) (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2013), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of certain Fidelity® funds (2008-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), is an employee of Fidelity Investments (2009-present), and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Assistant Treasurer (2013-2018) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Wegmann also serves as Assistant Treasurer of other funds. Mr. Wegmann is an employee of Fidelity Investments (2011-present).

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2019 to July 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
February 1, 2019 
Ending
Account Value
July 31, 2019 
Expenses Paid
During Period-B
February 1, 2019
to July 31, 2019 
Actual .15% $1,000.00 $1,122.70 $.79-C 
Hypothetical-D  $1,000.00 $1,024.05 $.75-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 181/365 (to reflect the one-half year period).

 C If fees and changes to the Fund level expense contract and/ or expense cap, effective August 1, 2019, had been in effect during the current period, the restated annualized expense ratio would have been .10% and the expenses paid in the actual and hypothetical examples above would have been $.53 and $.50, respectively.

 D 5% return per year before expenses

Distributions (Unaudited)

The Board of Trustees of Fidelity SAI U.S. Quality Index Fund voted to pay on September 16, 2019, to shareholders of record at the opening of business on September 13, 2019, a distribution of $1.515 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.135 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2019, $770,842,488, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 77% and 93% of the dividends distributed in September and December, respectively during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund designates 80% and 97% of the dividends distributed in September and December, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2020 of amounts for use in preparing 2019 income tax returns.





Fidelity Investments

SV4-ANN-0919
1.9868208.103


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.



Annual Report

July 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

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions


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

You may also call 1-800-544-3455 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 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-PORT. Forms N-PORT are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-PORT may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended July 31, 2019 Past 1 year Life of fundA 
Fidelity® SAI U.S. Large Cap Index Fund 7.97% 16.04% 

 A From February 2, 2016

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® SAI U.S. Large Cap Index Fund on February 2, 2016, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.


Period Ending Values

$16,816Fidelity® SAI U.S. Large Cap Index Fund

$16,823S&P 500® Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. equity bellwether S&P 500® index gained 7.99% for the 12 months ending July 31, 2019, beginning the new year on a high note after enduring a historically volatile final quarter of 2018. Upbeat company earnings/outlooks and signs the Federal Reserve may pause on rates boosted stocks to an all-time high on April 30. In May, however, volatility spiked and stocks returned -6.35% for the month amid the Fed’s decision to hold interest rates steady and signal that it had little appetite to adjust them any time soon, as well as retaliatory tariffs imposed on the U.S. by China. The downtrend was similar to late 2018, when many investors fled from risk assets on elevated concerns about future economic growth, global trade and tighter monetary policy. The bull market roared back in June, with the S&P 500® rising 7.05%, and recorded a series of all-time highs in a productive July (+1.44%). For the full 12 months, growth stocks outpaced value, while large-caps handily bested small-caps. By sector, information technology (+19%) led the way, boosted by continued strength in software & services (+26%), the market’s largest industry segment. Three defensive groups also stood out – real estate (+18%), utilities (+17%) and consumer staples (+15%) – followed by consumer discretionary (+10%) and communication services (+8%). In contrast, energy (-16%) was by far the weakest sector. Other notable laggards included materials (0%), financials (+3%), industrials (+4%) and health care (+4%).

Comments from the Geode Capital Management, LLC, passive equity index team:  For the fiscal year, the fund gained 7.97%, performing roughly in line with the 7.99% increase in the benchmark S&P 500® index. Many of the portfolio's top individual contributors came from the strongest-performing sector in the index: information technology. Leading the way was Microsoft (+30%), largely due to continued growth in the company's cloud-computing business. Shares of consumer electronics and personal computer manufacturer Apple gained about 13%, partly reflecting recent strength in its wearables and services businesses. Other key contributors within technology included Visa (+31%) and MasterCard (+38%), two leaders in electronic-payments processing. Here, strong financial results driven by growth in non-cash financial transactions boosted these companies' share prices the past 12 months. Elsewhere, Procter & Gamble (+50%) added value, as the consumer branded-goods company produced better-than-expected sales gains during the period. In contrast, the fund's biggest individual detractor was graphics-chip maker NVIDIA (-31%), which fell amid broad investor concerns about semiconductor-industry weakness, as well as the company’s worse-than-expected fourth-quarter financial outlook. Also, in what was a challenging environment for the energy sector – the worst-performing category in the index the 12 past months – oilfield services provider Schlumberger (-38%) weighed on performance. Lastly, within the health care sector, shares of pharmaceutical manufacturer AbbVie (-24%) declined notably as investors appeared to disapprove of the company’s plans to acquire Allergan in a $63 billion deal.

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

Note to Shareholders:  On March 22, 2019, Pat Waddell retired and is no longer a portfolio manager with Geode Capital Management.

Investment Summary (Unaudited)

Top Five Stocks as of July 31, 2019

 % of fund's net assets 
Microsoft Corp. 4.2 
Apple, Inc. 3.7 
Amazon.com, Inc. 3.1 
Facebook, Inc. Class A 1.9 
Berkshire Hathaway, Inc. Class B 1.6 
 14.5 

Top Five Market Sectors as of July 31, 2019

 % of fund's net assets 
Information Technology 21.9 
Health Care 13.8 
Financials 13.2 
Communication Services 10.4 
Consumer Discretionary 10.1 

Asset Allocation (% of fund's net assets)

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


 * Foreign investments - 3.6%

Schedule of Investments July 31, 2019

Showing Percentage of Net Assets

Common Stocks - 99.7%   
 Shares Value 
COMMUNICATION SERVICES - 10.4%   
Diversified Telecommunication Services - 2.0%   
AT&T, Inc. 4,119,479 $140,268,260 
CenturyLink, Inc. (a) 541,592 6,547,847 
Verizon Communications, Inc. 2,334,469 129,026,102 
  275,842,209 
Entertainment - 1.9%   
Activision Blizzard, Inc. (a) 432,386 21,074,494 
Electronic Arts, Inc. (b) 167,449 15,489,033 
Netflix, Inc. (b) 246,796 79,712,640 
Take-Two Interactive Software, Inc. (a)(b) 63,526 7,783,206 
The Walt Disney Co. 985,394 140,921,196 
Viacom, Inc. Class B (non-vtg.) 199,620 6,058,467 
  271,039,036 
Interactive Media & Services - 5.0%   
Alphabet, Inc.:   
Class A (b) 169,022 205,902,600 
Class C (b) 172,993 210,477,123 
Facebook, Inc. Class A (b) 1,356,156 263,406,180 
TripAdvisor, Inc. (a)(b) 58,427 2,579,552 
Twitter, Inc. (b) 412,173 17,439,040 
  699,804,495 
Media - 1.4%   
CBS Corp. Class B (a) 198,666 10,233,286 
Charter Communications, Inc. Class A (a)(b) 97,102 37,421,169 
Comcast Corp. Class A (a) 2,556,666 110,371,271 
Discovery Communications, Inc.:   
Class A (a)(b) 89,108 2,700,863 
Class C (non-vtg.) (a)(b) 203,512 5,747,179 
DISH Network Corp. Class A (a)(b) 130,241 4,409,960 
Fox Corp.:   
Class A (a) 200,010 7,464,373 
Class B (a) 91,660 3,409,752 
Interpublic Group of Companies, Inc. 218,471 5,007,355 
News Corp.:   
Class A (a) 217,665 2,864,471 
Class B 69,820 939,777 
Omnicom Group, Inc. (a) 124,278 9,969,581 
  200,539,037 
Wireless Telecommunication Services - 0.1%   
T-Mobile U.S., Inc. (b) 178,424 14,225,746 
TOTAL COMMUNICATION SERVICES  1,461,450,523 
CONSUMER DISCRETIONARY - 10.1%   
Auto Components - 0.1%   
Aptiv PLC 145,539 12,756,493 
BorgWarner, Inc. 116,995 4,422,411 
  17,178,904 
Automobiles - 0.4%   
Ford Motor Co. 2,211,973 21,080,103 
General Motors Co. 744,591 30,036,801 
Harley-Davidson, Inc. (a) 89,791 3,212,722 
  54,329,626 
Distributors - 0.1%   
Genuine Parts Co. (a) 82,448 8,007,350 
LKQ Corp. (b) 177,239 4,773,046 
  12,780,396 
Diversified Consumer Services - 0.0%   
H&R Block, Inc. (a) 114,752 3,177,483 
Hotels, Restaurants & Leisure - 2.0%   
Carnival Corp. (a) 226,016 10,674,736 
Chipotle Mexican Grill, Inc. (a)(b) 13,766 10,951,266 
Darden Restaurants, Inc. (a) 69,416 8,438,209 
Hilton Worldwide Holdings, Inc. 164,295 15,862,682 
Marriott International, Inc. Class A 156,008 21,694,472 
McDonald's Corp. 431,002 90,820,741 
MGM Mirage, Inc. (a) 288,071 8,647,891 
Norwegian Cruise Line Holdings Ltd. (b) 121,583 6,011,064 
Royal Caribbean Cruises Ltd. 97,038 11,289,401 
Starbucks Corp. 683,682 64,737,849 
Wynn Resorts Ltd. (a) 54,694 7,114,049 
Yum! Brands, Inc. 172,713 19,433,667 
  275,676,027 
Household Durables - 0.3%   
D.R. Horton, Inc. 191,688 8,804,230 
Garmin Ltd. (a) 68,444 5,379,014 
Leggett & Platt, Inc. (a) 74,097 2,961,657 
Lennar Corp. Class A 161,116 7,664,288 
Mohawk Industries, Inc. (b) 34,747 4,332,603 
Newell Brands, Inc. (a) 219,720 3,117,827 
PulteGroup, Inc. 143,920 4,534,919 
Whirlpool Corp. (a) 35,753 5,201,346 
  41,995,884 
Internet & Direct Marketing Retail - 3.6%   
Amazon.com, Inc. (b) 233,440 435,781,123 
eBay, Inc. 462,431 19,047,533 
Expedia, Inc. (a) 78,149 10,373,498 
The Booking Holdings, Inc. (b) 24,436 46,101,202 
  511,303,356 
Leisure Products - 0.1%   
Hasbro, Inc. (a) 65,357 7,918,654 
Multiline Retail - 0.5%   
Dollar General Corp. 145,815 19,542,126 
Dollar Tree, Inc. (b) 134,105 13,645,184 
Kohl's Corp. 91,458 4,925,928 
Macy's, Inc. (a) 174,348 3,962,930 
Nordstrom, Inc. (a) 59,361 1,965,443 
Target Corp. (a) 289,196 24,986,534 
  69,028,145 
Specialty Retail - 2.3%   
Advance Auto Parts, Inc. (a) 40,493 6,099,866 
AutoZone, Inc. (b) 13,846 15,549,612 
Best Buy Co., Inc. 131,141 10,036,221 
CarMax, Inc. (a)(b) 93,810 8,232,766 
Foot Locker, Inc. (a) 63,396 2,603,040 
Gap, Inc. (a) 119,477 2,329,802 
L Brands, Inc. 129,467 3,359,669 
Lowe's Companies, Inc. 441,930 44,811,702 
O'Reilly Automotive, Inc. (b) 44,185 16,823,881 
Ross Stores, Inc. 207,408 21,991,470 
The Home Depot, Inc. 621,075 132,717,517 
Tiffany & Co., Inc. (a) 60,992 5,728,369 
TJX Companies, Inc. 684,511 37,346,920 
Tractor Supply Co. (a) 68,098 7,409,743 
Ulta Beauty, Inc. (a)(b) 31,348 10,948,289 
  325,988,867 
Textiles, Apparel & Luxury Goods - 0.7%   
Capri Holdings Ltd. (b) 85,200 3,032,268 
Hanesbrands, Inc. (a) 204,038 3,282,971 
NIKE, Inc. Class B 709,380 61,027,961 
PVH Corp. 42,286 3,760,071 
Ralph Lauren Corp. 29,461 3,070,720 
Tapestry, Inc. 163,772 5,065,468 
Under Armour, Inc.:   
Class A (sub. vtg.) (a)(b) 106,127 2,448,350 
Class C (non-vtg.) (a)(b) 109,657 2,230,423 
VF Corp. (a) 183,830 16,064,904 
  99,983,136 
TOTAL CONSUMER DISCRETIONARY  1,419,360,478 
CONSUMER STAPLES - 7.3%   
Beverages - 1.8%   
Brown-Forman Corp. Class B (non-vtg.) (a) 93,896 5,146,440 
Constellation Brands, Inc. Class A (sub. vtg.) (a) 94,384 18,576,659 
Molson Coors Brewing Co. Class B 105,999 5,722,886 
Monster Beverage Corp. (b) 220,918 14,242,583 
PepsiCo, Inc. 791,282 101,133,752 
The Coca-Cola Co. (a) 2,167,272 114,063,525 
  258,885,845 
Food & Staples Retailing - 1.5%   
Costco Wholesale Corp. 248,246 68,424,045 
Kroger Co. 455,345 9,635,100 
Sysco Corp. 266,912 18,302,156 
Walgreens Boots Alliance, Inc. (a) 438,678 23,903,564 
Walmart, Inc. 789,584 87,154,282 
  207,419,147 
Food Products - 1.1%   
Archer Daniels Midland Co. (a) 316,195 12,989,291 
Campbell Soup Co. (a) 108,793 4,497,503 
Conagra Brands, Inc. (a) 274,283 7,918,550 
General Mills, Inc. 337,998 17,951,074 
Hormel Foods Corp. (a) 153,682 6,299,425 
Kellogg Co. (a) 140,305 8,168,557 
Lamb Weston Holdings, Inc. 82,567 5,541,897 
McCormick & Co., Inc. (non-vtg.) (a) 69,122 10,958,602 
Mondelez International, Inc. 813,078 43,491,542 
The Hershey Co. (a) 78,627 11,930,861 
The J.M. Smucker Co. (a) 64,206 7,139,065 
The Kraft Heinz Co. 351,194 11,241,720 
Tyson Foods, Inc. Class A 166,407 13,229,357 
  161,357,444 
Household Products - 1.8%   
Church & Dwight Co., Inc. 138,982 10,484,802 
Clorox Co. (a) 71,895 11,690,127 
Colgate-Palmolive Co. 484,603 34,765,419 
Kimberly-Clark Corp. 194,061 26,324,375 
Procter & Gamble Co. 1,415,869 167,129,177 
  250,393,900 
Personal Products - 0.2%   
Coty, Inc. Class A 169,656 1,850,947 
Estee Lauder Companies, Inc. Class A 123,772 22,797,565 
  24,648,512 
Tobacco - 0.9%   
Altria Group, Inc. 1,056,072 49,709,309 
Philip Morris International, Inc. 878,199 73,426,218 
  123,135,527 
TOTAL CONSUMER STAPLES  1,025,840,375 
ENERGY - 4.9%   
Energy Equipment & Services - 0.5%   
Baker Hughes, a GE Co. Class A (a) 290,645 7,379,477 
Halliburton Co. 493,332 11,346,636 
Helmerich & Payne, Inc. (a) 62,379 3,098,989 
National Oilwell Varco, Inc. (a) 217,839 5,188,925 
Schlumberger Ltd. 781,855 31,250,744 
TechnipFMC PLC 237,742 6,547,415 
  64,812,186 
Oil, Gas & Consumable Fuels - 4.4%   
Anadarko Petroleum Corp. 283,429 20,877,380 
Apache Corp. (a) 212,195 5,181,802 
Cabot Oil & Gas Corp. (a) 238,931 4,577,918 
Chevron Corp. (a) 1,075,260 132,375,259 
Cimarex Energy Co. 57,256 2,901,162 
Concho Resources, Inc. 113,229 11,060,209 
ConocoPhillips Co. 637,947 37,689,909 
Devon Energy Corp. 234,367 6,327,909 
Diamondback Energy, Inc. (a) 87,375 9,037,196 
EOG Resources, Inc. 327,574 28,122,228 
Exxon Mobil Corp. 2,388,312 177,594,880 
Hess Corp. 143,876 9,328,920 
HollyFrontier Corp. 88,680 4,413,604 
Kinder Morgan, Inc. (a) 1,098,915 22,659,627 
Marathon Oil Corp. 461,686 6,495,922 
Marathon Petroleum Corp. 374,026 21,091,326 
Noble Energy, Inc. (a) 269,946 5,960,408 
Occidental Petroleum Corp. 422,232 21,685,836 
ONEOK, Inc. 232,987 16,327,729 
Phillips 66 Co. 235,766 24,180,161 
Pioneer Natural Resources Co. 95,070 13,123,463 
The Williams Companies, Inc. 684,004 16,853,859 
Valero Energy Corp. 235,519 20,077,995 
  617,944,702 
TOTAL ENERGY  682,756,888 
FINANCIALS - 13.2%   
Banks - 5.6%   
Bank of America Corp. 4,991,370 153,135,232 
BB&T Corp. 432,336 22,278,274 
Citigroup, Inc. 1,305,311 92,885,931 
Citizens Financial Group, Inc. 258,727 9,640,168 
Comerica, Inc. (a) 87,019 6,369,791 
Fifth Third Bancorp 410,454 12,186,379 
First Republic Bank (a) 93,013 9,241,772 
Huntington Bancshares, Inc. (a) 590,681 8,417,204 
JPMorgan Chase & Co. 1,831,115 212,409,340 
KeyCorp (a) 569,146 10,455,212 
M&T Bank Corp. 77,119 12,666,796 
Peoples United Financial, Inc. (a) 222,612 3,655,289 
PNC Financial Services Group, Inc. 254,822 36,414,064 
Regions Financial Corp. 571,932 9,110,877 
SunTrust Banks, Inc. 250,525 16,684,965 
SVB Financial Group (a)(b) 29,534 6,851,002 
U.S. Bancorp 844,746 48,277,234 
Wells Fargo & Co. 2,283,217 110,530,535 
Zions Bancorp NA (a) 103,052 4,644,554 
  785,854,619 
Capital Markets - 2.8%   
Affiliated Managers Group, Inc. (a) 28,900 2,479,331 
Ameriprise Financial, Inc. (a) 75,584 10,998,228 
Bank of New York Mellon Corp. 497,248 23,330,876 
BlackRock, Inc. Class A 67,161 31,409,856 
Cboe Global Markets, Inc. 63,057 6,892,761 
Charles Schwab Corp. 670,676 28,986,617 
CME Group, Inc. 202,063 39,285,088 
E*TRADE Financial Corp. 138,109 6,738,338 
Franklin Resources, Inc. (a) 166,170 5,422,127 
Goldman Sachs Group, Inc. (a) 192,049 42,275,746 
IntercontinentalExchange, Inc. 318,283 27,964,344 
Invesco Ltd. (a) 226,116 4,339,166 
MarketAxess Holdings, Inc. 21,279 7,171,874 
Moody's Corp. 93,110 19,957,197 
Morgan Stanley 721,670 32,157,615 
MSCI, Inc. (a) 47,798 10,861,618 
Northern Trust Corp. 122,871 12,041,358 
Raymond James Financial, Inc. 71,326 5,753,868 
S&P Global, Inc. 138,905 34,024,780 
State Street Corp. 210,639 12,236,020 
T. Rowe Price Group, Inc. 133,482 15,135,524 
The NASDAQ OMX Group, Inc. 65,474 6,309,729 
  385,772,061 
Consumer Finance - 0.7%   
American Express Co. 386,528 48,072,487 
Capital One Financial Corp. 265,072 24,497,954 
Discover Financial Services (a) 182,734 16,398,549 
Synchrony Financial 357,968 12,843,892 
  101,812,882 
Diversified Financial Services - 1.6%   
Berkshire Hathaway, Inc. Class B (b) 1,093,825 224,704,470 
Jefferies Financial Group, Inc. 143,022 3,050,659 
  227,755,129 
Insurance - 2.5%   
AFLAC, Inc. 420,792 22,150,491 
Allstate Corp. 188,028 20,194,207 
American International Group, Inc. 490,947 27,488,123 
Aon PLC 135,767 25,693,905 
Arthur J. Gallagher & Co. (a) 104,569 9,456,175 
Assurant, Inc. 34,701 3,933,705 
Chubb Ltd. 258,453 39,501,957 
Cincinnati Financial Corp. (a) 85,635 9,191,205 
Everest Re Group Ltd. 22,993 5,670,994 
Hartford Financial Services Group, Inc. 204,054 11,759,632 
Lincoln National Corp. 114,216 7,462,873 
Loews Corp. 151,447 8,108,472 
Marsh & McLennan Companies, Inc. 288,637 28,517,336 
MetLife, Inc. 536,452 26,511,458 
Principal Financial Group, Inc. (a) 146,225 8,486,899 
Progressive Corp. 329,641 26,694,328 
Prudential Financial, Inc. 229,174 23,217,618 
The Travelers Companies, Inc. (a) 147,838 21,676,008 
Torchmark Corp. 57,093 5,213,733 
Unum Group (a) 119,600 3,821,220 
Willis Group Holdings PLC 72,949 14,241,104 
  348,991,443 
TOTAL FINANCIALS  1,850,186,134 
HEALTH CARE - 13.8%   
Biotechnology - 2.1%   
AbbVie, Inc. (a) 834,469 55,592,325 
Alexion Pharmaceuticals, Inc. (b) 126,574 14,339,568 
Amgen, Inc. (a) 344,289 64,237,442 
Biogen, Inc. (b) 109,446 26,028,448 
Celgene Corp. (b) 398,096 36,569,099 
Gilead Sciences, Inc. 717,751 47,027,046 
Incyte Corp. (b) 100,466 8,531,573 
Regeneron Pharmaceuticals, Inc. (b) 44,390 13,528,296 
Vertex Pharmaceuticals, Inc. (b) 144,572 24,088,587 
  289,942,384 
Health Care Equipment & Supplies - 3.5%   
Abbott Laboratories 995,822 86,736,096 
Abiomed, Inc. (a)(b) 25,472 7,095,480 
Align Technology, Inc. (b) 41,096 8,592,352 
Baxter International, Inc. 267,815 22,488,426 
Becton, Dickinson & Co. 152,255 38,490,064 
Boston Scientific Corp. (b) 784,977 33,330,123 
Danaher Corp. 355,626 49,965,453 
Dentsply Sirona, Inc. 132,072 7,191,320 
Edwards Lifesciences Corp. (b) 117,692 25,050,742 
Hologic, Inc. (b) 151,305 7,754,381 
IDEXX Laboratories, Inc. (b) 48,548 13,692,963 
Intuitive Surgical, Inc. (b) 65,167 33,854,908 
Medtronic PLC 756,779 77,146,051 
ResMed, Inc. 80,941 10,417,107 
Stryker Corp. 174,802 36,669,964 
Teleflex, Inc. (a) 26,052 8,850,906 
The Cooper Companies, Inc. 27,934 9,424,932 
Varian Medical Systems, Inc. (b) 51,336 6,025,306 
Zimmer Biomet Holdings, Inc. 115,602 15,621,298 
  498,397,872 
Health Care Providers & Services - 2.7%   
AmerisourceBergen Corp. (a) 87,792 7,651,073 
Anthem, Inc. 145,179 42,771,185 
Cardinal Health, Inc. 168,245 7,693,844 
Centene Corp. (b) 233,332 12,154,264 
Cigna Corp. 214,191 36,395,335 
CVS Health Corp. (a) 733,294 40,969,136 
DaVita HealthCare Partners, Inc. (b) 71,385 4,272,392 
HCA Holdings, Inc. 150,712 20,121,559 
Henry Schein, Inc. (a)(b) 84,147 5,599,141 
Humana, Inc. 76,223 22,619,175 
Laboratory Corp. of America Holdings (b) 55,600 9,314,112 
McKesson Corp. (a) 107,227 14,899,192 
Quest Diagnostics, Inc. 75,850 7,742,768 
UnitedHealth Group, Inc. 536,437 133,578,177 
Universal Health Services, Inc. Class B (a) 46,785 7,057,985 
Wellcare Health Plans, Inc. (b) 28,399 8,157,613 
  380,996,951 
Health Care Technology - 0.1%   
Cerner Corp. 183,689 13,161,317 
Life Sciences Tools & Services - 1.0%   
Agilent Technologies, Inc. 178,368 12,380,523 
Illumina, Inc. (b) 82,977 24,841,654 
IQVIA Holdings, Inc. (b) 89,069 14,177,113 
Mettler-Toledo International, Inc. (b) 14,000 10,594,500 
PerkinElmer, Inc. 62,610 5,391,973 
Thermo Fisher Scientific, Inc. 225,776 62,693,480 
Waters Corp. (b) 39,216 8,257,321 
  138,336,564 
Pharmaceuticals - 4.4%   
Allergan PLC 173,931 27,915,926 
Bristol-Myers Squibb Co. (a) 923,312 41,004,286 
Corteva, Inc. 422,681 12,469,090 
Eli Lilly & Co. 487,722 53,137,312 
Johnson & Johnson 1,498,691 195,159,542 
Merck & Co., Inc. 1,453,301 120,609,450 
Mylan NV (b) 290,961 6,081,085 
Nektar Therapeutics (a)(b) 98,391 2,800,208 
Perrigo Co. PLC (a) 70,621 3,814,240 
Pfizer, Inc. 3,133,810 121,717,180 
Zoetis, Inc. Class A 270,185 31,041,555 
  615,749,874 
TOTAL HEALTH CARE  1,936,584,962 
INDUSTRIALS - 9.3%   
Aerospace & Defense - 2.6%   
Arconic, Inc. 225,380 5,643,515 
General Dynamics Corp. 153,275 28,499,954 
Harris Corp. 124,980 25,945,848 
Huntington Ingalls Industries, Inc. 23,455 5,354,777 
Lockheed Martin Corp. 138,751 50,251,450 
Northrop Grumman Corp. 95,846 33,121,502 
Raytheon Co. 157,227 28,660,910 
Textron, Inc. 131,386 6,477,330 
The Boeing Co. 295,355 100,769,219 
TransDigm Group, Inc. (a)(b) 27,617 13,406,396 
United Technologies Corp. 457,857 61,169,695 
  359,300,596 
Air Freight & Logistics - 0.6%   
C.H. Robinson Worldwide, Inc. (a) 77,085 6,454,327 
Expeditors International of Washington, Inc. 97,086 7,412,516 
FedEx Corp. 135,319 23,075,949 
United Parcel Service, Inc. Class B 393,731 47,039,043 
  83,981,835 
Airlines - 0.4%   
Alaska Air Group, Inc. (a) 69,714 4,417,079 
American Airlines Group, Inc. (a) 223,474 6,818,192 
Delta Air Lines, Inc. 336,269 20,525,860 
Southwest Airlines Co. 275,888 14,216,509 
United Continental Holdings, Inc. (a)(b) 124,763 11,466,967 
  57,444,607 
Building Products - 0.3%   
A.O. Smith Corp. (a) 79,667 3,620,865 
Allegion PLC (a) 53,029 5,490,623 
Fortune Brands Home & Security, Inc. 78,958 4,337,953 
Johnson Controls International PLC 449,192 19,063,708 
Masco Corp. 165,699 6,755,548 
  39,268,697 
Commercial Services & Supplies - 0.4%   
Cintas Corp. 47,812 12,452,157 
Copart, Inc. (b) 113,807 8,823,457 
Republic Services, Inc. (a) 121,621 10,781,702 
Rollins, Inc. (a) 83,196 2,789,562 
Waste Management, Inc. 220,541 25,803,297 
  60,650,175 
Construction & Engineering - 0.1%   
Jacobs Engineering Group, Inc. 64,773 5,344,420 
Quanta Services, Inc. 80,200 3,001,084 
  8,345,504 
Electrical Equipment - 0.6%   
AMETEK, Inc. 128,609 11,524,652 
Eaton Corp. PLC 238,826 19,629,109 
Emerson Electric Co. 346,933 22,509,013 
Fortive Corp. 166,454 12,658,827 
Rockwell Automation, Inc. 66,811 10,741,873 
  77,063,474 
Industrial Conglomerates - 1.4%   
3M Co. 325,374 56,849,345 
General Electric Co. 4,922,606 51,441,233 
Honeywell International, Inc. 410,786 70,844,154 
Roper Technologies, Inc. 58,615 21,315,345 
  200,450,077 
Machinery - 1.4%   
Caterpillar, Inc. (a) 322,805 42,503,734 
Cummins, Inc. 81,787 13,413,068 
Deere & Co. 178,934 29,640,417 
Dover Corp. (a) 82,033 7,944,896 
Flowserve Corp. 74,023 3,703,371 
Illinois Tool Works, Inc. 169,178 26,092,323 
Ingersoll-Rand PLC (a) 136,126 16,833,341 
PACCAR, Inc. 195,556 13,716,298 
Parker Hannifin Corp. 72,413 12,678,068 
Pentair PLC 89,265 3,464,375 
Snap-On, Inc. (a) 31,274 4,772,725 
Stanley Black & Decker, Inc. 85,535 12,624,111 
Wabtec Corp. (a) 91,320 7,093,738 
Xylem, Inc. (a) 101,566 8,154,734 
  202,635,199 
Professional Services - 0.3%   
Equifax, Inc. 68,201 9,486,077 
IHS Markit Ltd. (a)(b) 205,336 13,227,745 
Nielsen Holdings PLC 200,665 4,647,401 
Robert Half International, Inc. 66,875 4,039,919 
Verisk Analytics, Inc. 92,384 14,016,500 
  45,417,642 
Road & Rail - 1.0%   
CSX Corp. 433,909 30,547,194 
J.B. Hunt Transport Services, Inc. 49,104 5,026,776 
Kansas City Southern 56,778 7,025,710 
Norfolk Southern Corp. 150,130 28,692,846 
Union Pacific Corp. 399,551 71,899,202 
  143,191,728 
Trading Companies & Distributors - 0.2%   
Fastenal Co. (a) 323,054 9,950,063 
United Rentals, Inc. (a)(b) 44,381 5,616,416 
W.W. Grainger, Inc. (a) 25,350 7,377,611 
  22,944,090 
TOTAL INDUSTRIALS  1,300,693,624 
INFORMATION TECHNOLOGY - 21.9%   
Communications Equipment - 1.2%   
Arista Networks, Inc. (b) 29,843 8,160,568 
Cisco Systems, Inc. 2,416,332 133,864,793 
F5 Networks, Inc. (b) 33,696 4,943,877 
Juniper Networks, Inc. 194,360 5,251,607 
Motorola Solutions, Inc. 93,016 15,436,935 
  167,657,780 
Electronic Equipment & Components - 0.5%   
Amphenol Corp. Class A 168,624 15,735,992 
Corning, Inc. 442,968 13,621,266 
FLIR Systems, Inc. 76,441 3,796,060 
IPG Photonics Corp. (a)(b) 20,099 2,633,170 
Keysight Technologies, Inc. (b) 106,216 9,508,456 
TE Connectivity Ltd. 190,150 17,569,860 
  62,864,804 
IT Services - 5.6%   
Accenture PLC Class A (a) 360,036 69,335,733 
Akamai Technologies, Inc. (b) 92,627 8,163,218 
Alliance Data Systems Corp. 25,429 3,990,319 
Automatic Data Processing, Inc. 245,672 40,909,301 
Broadridge Financial Solutions, Inc. 65,557 8,333,606 
Cognizant Technology Solutions Corp. Class A (a) 321,341 20,932,153 
DXC Technology Co. 151,430 8,445,251 
Fidelity National Information Services, Inc. (a) 345,942 46,096,772 
Fiserv, Inc. (a)(b) 321,659 33,912,508 
FleetCor Technologies, Inc. (b) 48,653 13,825,723 
Gartner, Inc. (a)(b) 50,853 7,085,348 
Global Payments, Inc. 88,446 14,851,852 
IBM Corp. 500,481 74,191,303 
Jack Henry & Associates, Inc. (a) 43,579 6,087,986 
MasterCard, Inc. Class A 507,330 138,130,739 
Paychex, Inc. (a) 180,550 14,994,678 
PayPal Holdings, Inc. (b) 663,211 73,218,494 
The Western Union Co. (a) 243,121 5,105,541 
Total System Services, Inc. 91,901 12,472,804 
VeriSign, Inc. (b) 59,202 12,496,950 
Visa, Inc. Class A (a) 981,601 174,724,978 
  787,305,257 
Semiconductors & Semiconductor Equipment - 3.9%   
Advanced Micro Devices, Inc. (a)(b) 500,633 15,244,275 
Analog Devices, Inc. 208,718 24,516,016 
Applied Materials, Inc. (a) 528,400 26,087,108 
Broadcom, Inc. (a) 223,442 64,795,946 
Intel Corp. (a) 2,527,118 127,745,815 
KLA-Tencor Corp. (a) 91,229 12,436,337 
Lam Research Corp. 84,629 17,654,456 
Maxim Integrated Products, Inc. 153,775 9,101,942 
Microchip Technology, Inc. (a) 134,302 12,680,795 
Micron Technology, Inc. (b) 624,688 28,042,244 
NVIDIA Corp. 343,760 57,999,187 
Qorvo, Inc. (b) 67,256 4,929,192 
Qualcomm, Inc. 686,222 50,204,002 
Skyworks Solutions, Inc. 97,480 8,313,094 
Texas Instruments, Inc. (a) 529,586 66,203,546 
Xilinx, Inc. 143,329 16,369,605 
  542,323,560 
Software - 6.6%   
Adobe, Inc. (b) 275,432 82,315,608 
ANSYS, Inc. (a)(b) 47,375 9,622,810 
Autodesk, Inc. (b) 123,968 19,360,083 
Cadence Design Systems, Inc. (b) 158,632 11,724,491 
Citrix Systems, Inc. 70,598 6,653,156 
Fortinet, Inc. (b) 81,931 6,579,879 
Intuit, Inc. 146,334 40,579,882 
Microsoft Corp. 4,325,406 589,423,059 
Oracle Corp. 1,369,698 77,113,997 
Salesforce.com, Inc. (a)(b) 438,333 67,722,449 
Symantec Corp. 348,950 7,523,362 
Synopsys, Inc. (b) 84,613 11,233,222 
  929,851,998 
Technology Hardware, Storage & Peripherals - 4.1%   
Apple, Inc. 2,467,296 525,632,740 
Hewlett Packard Enterprise Co. 755,905 10,862,355 
HP, Inc. 850,252 17,889,302 
NetApp, Inc. (a) 139,409 8,154,032 
Seagate Technology LLC 142,204 6,585,467 
Western Digital Corp. 165,388 8,912,759 
Xerox Corp. 110,311 3,540,983 
  581,577,638 
TOTAL INFORMATION TECHNOLOGY  3,071,581,037 
MATERIALS - 2.6%   
Chemicals - 1.9%   
Air Products & Chemicals, Inc. 124,258 28,364,374 
Albemarle Corp. U.S. (a) 59,809 4,363,665 
Celanese Corp. Class A 71,468 8,016,566 
CF Industries Holdings, Inc. 124,791 6,184,642 
Dow, Inc. (b) 422,686 20,474,910 
DowDuPont, Inc. 422,670 30,499,867 
Eastman Chemical Co. 78,223 5,894,103 
Ecolab, Inc. (a) 143,179 28,883,500 
FMC Corp. 74,317 6,422,475 
International Flavors & Fragrances, Inc. (a) 57,212 8,237,956 
Linde PLC 306,373 58,603,027 
LyondellBasell Industries NV Class A 155,143 12,983,918 
PPG Industries, Inc. (a) 133,272 15,644,800 
Sherwin-Williams Co. 45,856 23,525,962 
The Mosaic Co. 200,343 5,046,640 
  263,146,405 
Construction Materials - 0.1%   
Martin Marietta Materials, Inc. (a) 35,267 8,737,399 
Vulcan Materials Co. 74,562 10,315,653 
  19,053,052 
Containers & Packaging - 0.4%   
Amcor PLC (b) 916,176 9,711,466 
Avery Dennison Corp. 47,650 5,473,556 
Ball Corp. (a) 188,952 13,506,289 
International Paper Co. 224,282 9,848,223 
Packaging Corp. of America (a) 53,339 5,385,639 
Sealed Air Corp. 87,890 3,672,923 
WestRock Co. 145,092 5,230,567 
  52,828,663 
Metals & Mining - 0.2%   
Freeport-McMoRan, Inc. 818,835 9,056,315 
Newmont Goldcorp Corp. 462,656 16,896,197 
Nucor Corp. 172,042 9,355,644 
  35,308,156 
TOTAL MATERIALS  370,336,276 
REAL ESTATE - 3.0%   
Equity Real Estate Investment Trusts (REITs) - 3.0%   
Alexandria Real Estate Equities, Inc. 63,749 9,330,304 
American Tower Corp. 249,507 52,800,671 
Apartment Investment & Management Co. Class A 84,008 4,161,756 
AvalonBay Communities, Inc. 78,688 16,429,268 
Boston Properties, Inc. 87,221 11,596,032 
Crown Castle International Corp. 234,672 31,272,391 
Digital Realty Trust, Inc. 117,569 13,445,191 
Duke Realty Corp. 202,885 6,762,157 
Equinix, Inc. 47,455 23,827,156 
Equity Residential (SBI) 209,113 16,496,925 
Essex Property Trust, Inc. 37,095 11,210,851 
Extra Space Storage, Inc. 71,944 8,085,786 
Federal Realty Investment Trust (SBI) 42,282 5,581,647 
HCP, Inc. 269,806 8,614,906 
Host Hotels & Resorts, Inc. 418,210 7,272,672 
Iron Mountain, Inc. 161,935 4,762,508 
Kimco Realty Corp. 238,228 4,576,360 
Mid-America Apartment Communities, Inc. 64,347 7,582,650 
Prologis, Inc. 356,062 28,702,158 
Public Storage 84,720 20,566,627 
Realty Income Corp. 177,704 12,298,894 
Regency Centers Corp. 94,327 6,291,611 
SBA Communications Corp. Class A 63,926 15,688,080 
Simon Property Group, Inc. 174,412 28,289,626 
SL Green Realty Corp. 47,600 3,859,408 
The Macerich Co. (a) 59,794 1,976,192 
UDR, Inc. 159,064 7,326,488 
Ventas, Inc. 208,521 14,031,378 
Vornado Realty Trust 97,987 6,302,524 
Welltower, Inc. 228,576 18,999,237 
Weyerhaeuser Co. 420,407 10,682,542 
  418,823,996 
Real Estate Management & Development - 0.0%   
CBRE Group, Inc. (b) 176,531 9,357,908 
TOTAL REAL ESTATE  428,181,904 
UTILITIES - 3.2%   
Electric Utilities - 2.0%   
Alliant Energy Corp. 133,383 6,607,794 
American Electric Power Co., Inc. 278,528 24,457,544 
Duke Energy Corp. 410,958 35,638,278 
Edison International 199,714 14,886,682 
Entergy Corp. (a) 107,207 11,323,203 
Evergy, Inc. 137,785 8,334,615 
Eversource Energy (a) 181,251 13,749,701 
Exelon Corp. 548,072 24,696,124 
FirstEnergy Corp. (a) 284,982 12,530,659 
NextEra Energy, Inc. (a) 270,343 56,006,959 
Pinnacle West Capital Corp. 63,377 5,781,250 
PPL Corp. 407,399 12,071,232 
Southern Co. 587,516 33,018,399 
Xcel Energy, Inc. 290,516 17,317,659 
  276,420,099 
Gas Utilities - 0.0%   
Atmos Energy Corp. (a) 66,036 7,200,565 
Independent Power and Renewable Electricity Producers - 0.1%   
NRG Energy, Inc. 150,799 5,148,278 
The AES Corp. (a) 374,652 6,290,407 
  11,438,685 
Multi-Utilities - 1.0%   
Ameren Corp. 138,631 10,492,980 
CenterPoint Energy, Inc. 283,461 8,223,204 
CMS Energy Corp. 160,170 9,325,097 
Consolidated Edison, Inc. 184,638 15,686,844 
Dominion Resources, Inc. 452,908 33,646,535 
DTE Energy Co. 103,417 13,145,335 
NiSource, Inc. 210,604 6,252,833 
Public Service Enterprise Group, Inc. 285,298 16,304,781 
Sempra Energy (a) 154,883 20,975,805 
WEC Energy Group, Inc. (a) 178,054 15,216,495 
  149,269,909 
Water Utilities - 0.1%   
American Water Works Co., Inc. 101,897 11,695,738 
TOTAL UTILITIES  456,024,996 
TOTAL COMMON STOCKS   
(Cost $10,944,273,508)  14,002,997,197 
 Principal Amount Value 
U.S. Treasury Obligations - 0.0%   
U.S. Treasury Bills, yield at date of purchase 1.91% 2/27/20 (c)   
(Cost $1,978,049) 2,000,000 1,976,908 
 Shares Value 
Money Market Funds - 6.1%   
Fidelity Cash Central Fund 2.43% (d) 27,681,779 $27,687,315 
Fidelity Securities Lending Cash Central Fund 2.43% (d)(e) 833,611,231 833,694,593 
TOTAL MONEY MARKET FUNDS   
(Cost $861,381,908)  861,381,908 
TOTAL INVESTMENT IN SECURITIES - 105.8%   
(Cost $11,807,633,465)  14,866,356,013 
NET OTHER ASSETS (LIABILITIES) - (5.8)%  (819,379,703) 
NET ASSETS - 100%  $14,046,976,310 

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) 293 Sept. 2019 $43,690,695 $84,403 $84,403 

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

Legend

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

 (b) Non-income producing

 (c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $1,716,944.

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

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

Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $651,495 
Fidelity Securities Lending Cash Central Fund 551,372 
Total $1,202,867 

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. Amount for Fidelity Securities Lending Cash Central Fund 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.

Investment Valuation

The following is a summary of the inputs used, as of July 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 $1,461,450,523 $1,461,450,523 $-- $-- 
Consumer Discretionary 1,419,360,478 1,419,360,478 -- -- 
Consumer Staples 1,025,840,375 1,025,840,375 -- -- 
Energy 682,756,888 682,756,888 -- -- 
Financials 1,850,186,134 1,850,186,134 -- -- 
Health Care 1,936,584,962 1,936,584,962 -- -- 
Industrials 1,300,693,624 1,300,693,624 -- -- 
Information Technology 3,071,581,037 3,071,581,037 -- -- 
Materials 370,336,276 370,336,276 -- -- 
Real Estate 428,181,904 428,181,904 -- -- 
Utilities 456,024,996 456,024,996 -- -- 
U.S. Government and Government Agency Obligations 1,976,908 -- 1,976,908 -- 
Money Market Funds 861,381,908 861,381,908 -- -- 
Total Investments in Securities: $14,866,356,013 $14,864,379,105 $1,976,908 $-- 
Derivative Instruments:     
Assets     
Futures Contracts $84,403 $84,403 $-- $-- 
Total Assets $84,403 $84,403 $-- $-- 
Total Derivative Instruments: $84,403 $84,403 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of July 31, 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) $84,403 $0 
Total Equity Risk 84,403 
Total Value of Derivatives $84,403 $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 distributable earnings.

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


Financial Statements

Statement of Assets and Liabilities

  July 31, 2019 
Assets   
Investment in securities, at value (including securities loaned of $803,595,479) — See accompanying schedule:
Unaffiliated issuers (cost $10,946,251,557) 
$14,004,974,105  
Fidelity Central Funds (cost $861,381,908) 861,381,908  
Total Investment in Securities (cost $11,807,633,465)  $14,866,356,013 
Receivable for fund shares sold  40,966,079 
Dividends receivable  11,822,476 
Distributions receivable from Fidelity Central Funds  165,698 
Receivable from investment adviser for expense reductions  857,430 
Total assets  14,920,167,696 
Liabilities   
Payable for investments purchased $23,010,401  
Payable for fund shares redeemed 15,031,905  
Accrued management fee 171,962  
Payable for daily variation margin on futures contracts 407,040  
Other affiliated payables 859,811  
Other payables and accrued expenses 75  
Collateral on securities loaned 833,710,192  
Total liabilities  873,191,386 
Net Assets  $14,046,976,310 
Net Assets consist of:   
Paid in capital  $11,072,932,671 
Total distributable earnings (loss)  2,974,043,639 
Net Assets, for 873,246,120 shares outstanding  $14,046,976,310 
Net Asset Value, offering price and redemption price per share ($14,046,976,310 ÷ 873,246,120 shares)  $16.09 

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


Statement of Operations

  Year ended July 31, 2019 
Investment Income   
Dividends  $264,442,963 
Interest  34,997 
Income from Fidelity Central Funds (including $551,372 from security lending)  1,202,867 
Total income  265,680,827 
Expenses   
Management fee $1,973,630  
Transfer agent fees 9,868,151  
Independent trustees' fees and expenses 58,821  
Interest 254,008  
Commitment fees 35,358  
Total expenses before reductions 12,189,968  
Expense reductions (9,868,036)  
Total expenses after reductions  2,321,932 
Net investment income (loss)  263,358,895 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers (1,982,768)  
Fidelity Central Funds (21,779)  
Futures contracts 4,245,979  
Total net realized gain (loss)  2,241,432 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 789,865,301  
Fidelity Central Funds 418  
Futures contracts (592,943)  
Total change in net unrealized appreciation (depreciation)  789,272,776 
Net gain (loss)  791,514,208 
Net increase (decrease) in net assets resulting from operations  $1,054,873,103 

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


Statement of Changes in Net Assets

 Year ended July 31, 2019 Year ended July 31, 2018 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $263,358,895 $215,616,535 
Net realized gain (loss) 2,241,432 (127,279,636) 
Change in net unrealized appreciation (depreciation) 789,272,776 1,519,169,151 
Net increase (decrease) in net assets resulting from operations 1,054,873,103 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 8,580,156,047 9,669,819,809 
Reinvestment of distributions 50,761,849 48,068,781 
Cost of shares redeemed (9,078,580,860) (5,627,955,396) 
Net increase (decrease) in net assets resulting from share transactions (447,662,964) 4,089,933,194 
Total increase (decrease) in net assets 354,479,552 5,537,466,861 
Net Assets   
Beginning of period 13,692,496,758 8,155,029,897 
End of period $14,046,976,310 $13,692,496,758 
Other Information   
Undistributed net investment income end of period  $128,914,646 
Shares   
Sold 572,376,419 681,582,077 
Issued in reinvestment of distributions 3,587,315 3,460,525 
Redeemed (603,215,389) (397,909,303) 
Net increase (decrease) (27,251,655) 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

     
Years ended July 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 .30 .27 .25 .07 
Net realized and unrealized gain (loss) .87 1.86 1.59 1.48 
Total from investment operations 1.17 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 $16.09 $15.21 $13.30 $11.55 
Total ReturnD,E 7.97% 16.22% 16.03% 15.50% 
Ratios to Average Net AssetsF,G     
Expenses before reductions .09% .09% .09% .22%H 
Expenses net of fee waivers, if any .02% .02% .02% .02%H 
Expenses net of all reductions .02% .02% .02% .02%H 
Net investment income (loss) 2.00% 1.87% 2.05% 1.33%H 
Supplemental Data     
Net assets, end of period (000 omitted) $14,046,976 $13,692,497 $8,155,030 $2,439,831 
Portfolio turnover rateI 41% 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

For the period ended July 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 ranged from less than .005% to .01%.

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

3. Significant Accounting Policies.

The 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 yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of July 31, 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. As of July 31, 2019, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

Book-tax differences are primarily due to certain deemed distributions, futures contracts, market discount, capital loss carryforwards 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 $3,437,696,754 
Gross unrealized depreciation (531,078,177) 
Net unrealized appreciation (depreciation) $2,906,618,577 
Tax Cost $11,959,737,436 

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

Undistributed ordinary income $123,424,532 
Capital loss carryforward $(55,999,470) 
Net unrealized appreciation (depreciation) on securities and other investment $2,906,618,577 

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

No expiration  
Short-term $(31,184,972) 
Long-term (24,814,498) 
Total no expiration $(55,999,470) 

The tax character of distributions paid was as follows:

 July 31, 2019 July 31, 2018 
Ordinary Income $252,730,587 $ 150,062,483 
Long-term Capital Gains – 9,909,900 
Total $252,730,587 $159,972,383 

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 $5,388,772,022 and $5,799,047,746, 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.

During July 2019, the Board approved the elimination of the expense contract effective August 1, 2019.

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.

During July 2019, the Board approved that effective August 1, 2019 transfer agent fees will not be paid by the Fund and will instead be paid by the investment adviser or an affiliate.

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 $42,481,171 2.63% $254,008 

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 $35,358 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 from time to time in order to earn additional income. For equity securities, lending agents are used, including National Financial Services (NFS), an affiliate of the Fund. Pursuant to a securities lending agreement, NFS will receive a fee, which is capped at 9.9% of daily lending revenue, for its services as lending agent. The Fund may lend securities to certain qualified borrowers, including NFS. 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. At period end, there were no security loans outstanding with NFS, as affiliated borrower. Total fees paid by the Fund to NFS, as lending agent, amounted to $8,845. 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, and includes $3,210 from securities loaned to NFS, as affiliated borrower.

9. Expense Reductions.

The investment adviser contractually agreed to reimburse the Fund to the extent annual operating expenses exceeded .015% of average net assets. This reimbursement will remain in place through November 30, 2020. 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 $9,866,737.

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 $1,299.

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.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of Fidelity SAI U.S. Large Cap Index Fund (the "Fund"), a fund of Fidelity Salem Street Trust, including the schedule of investments, as of July 31, 2019, the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the three years in the period then ended and for the period from February 2, 2016 (commencement of operations) to July 31, 2016, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of July 31, 2019, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and for the period from February 2, 2016 (commencement of operations) to July 31, 2016 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of July 31, 2019, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

September 13, 2019


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

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Except for Jonathan Chiel, each of the Trustees oversees 276 funds. Mr. Chiel oversees 170 funds. 

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Jonathan Chiel (1957)

Year of Election or Appointment: 2016

Trustee

Mr. Chiel also serves as Trustee of other Fidelity® funds. Mr. Chiel is Executive Vice President and General Counsel for FMR LLC (diversified financial services company, 2012-present). Previously, Mr. Chiel served as general counsel (2004-2012) and senior vice president and deputy general counsel (2000-2004) for John Hancock Financial Services; a partner with Choate, Hall & Stewart (1996-2000) (law firm); and an Assistant United States Attorney for the United States Attorney’s Office of the District of Massachusetts (1986-95), including Chief of the Criminal Division (1993-1995). Mr. Chiel is a director on the boards of the Boston Bar Foundation and the Maimonides School.

Abigail P. Johnson (1961)

Year of Election or Appointment: 2009

Trustee

Chairman of the Board of Trustees

Ms. Johnson also serves as Trustee of other Fidelity® funds. Ms. Johnson serves as Chairman (2016-present), Chief Executive Officer (2014-present), and Director (2007-present) of FMR LLC (diversified financial services company), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (investment adviser firm, 2011-present) and Chairman and Director of FMR (investment adviser firm, 2011-present). Previously, Ms. Johnson served as Vice Chairman (2007-2016) and President (2013-2016) of FMR LLC, President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc. (investment adviser firm), and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity® funds (2001-2005), and managed a number of Fidelity® funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

Jennifer Toolin McAuliffe (1959)

Year of Election or Appointment: 2016

Trustee

Ms. McAuliffe also serves as Trustee of other Fidelity® funds. Ms. McAuliffe previously served as a Member of the Advisory Board of certain Fidelity® funds (2016) and as Co-Head of Fixed Income of Fidelity Investments Limited (now known as FIL Limited (FIL)) (diversified financial services company). Earlier roles at FIL included Director of Research for FIL’s credit and quantitative teams in London, Hong Kong and Tokyo. Ms. McAuliffe also was the Director of Research for taxable and municipal bonds at Fidelity Investments Money Management, Inc. Ms. McAuliffe is also a director or trustee of several not-for-profit entities.

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

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

Independent Trustees:

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

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

Elizabeth S. Acton (1951)

Year of Election or Appointment: 2013

Trustee

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

Ann E. Dunwoody (1953)

Year of Election or Appointment: 2018

Trustee

General Dunwoody also serves as Trustee of other Fidelity® funds. General Dunwoody (United States Army, Retired) was the first woman in U.S. military history to achieve the rank of four-star general and prior to her retirement in 2012 held a variety of positions within the U.S. Army, including Commanding General, U.S. Army Material Command (2008-2012). She is the President of First to Four LLC (leadership and mentoring services, 2012-present). She also serves as a member of the Board of Directors and Nominating and Corporate Governance Committee of L3 Technologies, Inc. (communication, electronic, sensor, and aerospace systems, 2013-present), Board of Directors and Nomination and Corporate Governance Committees of Kforce Inc. (professional staffing services, 2016-present) and Board of Directors of Automattic Inc. (software engineering, 2018-present). Previously, General Dunwoody served as a Member of the Advisory Board of certain Fidelity® funds (2018), a member of the Board of Directors and Audit and Sustainability and Corporate Responsibility Committees of Republic Services, Inc. (waste collection, disposal and recycling, 2013-2016). Ms. Dunwoody also serves on several boards for non-profit organizations, including as a member of the Board of Directors, Chair of the Nomination and Governance Committee and member of the Audit Committee of Logistics Management Institute (consulting non-profit, 2012-present), a member of the Board of Directors of the Army Historical Foundation (2015-present), a member of the Council of Trustees for the Association of the United States Army (advocacy non-profit, 2013-present) and a member of the Board of Trustees of Florida Institute of Technology (2015-present) and ThanksUSA (military family education non-profit, 2014-present).

John Engler (1948)

Year of Election or Appointment: 2014

Trustee

Mr. Engler also serves as Trustee of other Fidelity® funds. He serves on the board of directors for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present) and K12 Inc. (technology-based education company, 2012-present). Previously, Mr. Engler served as interim president of Michigan State University (2018-2019), a Member of the Advisory Board of certain Fidelity® funds (2014-2016), president of the Business Roundtable (2011-2017), a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011), member of the Board of Trustees of the Annie E. Casey Foundation (2004-2015), and as governor of Michigan (1991-2003). He is a past chairman of the National Governors Association.

Robert F. Gartland (1951)

Year of Election or Appointment: 2010

Trustee

Mr. Gartland also serves as Trustee of other Fidelity® funds. Mr. Gartland is Chairman and an investor in Gartland & Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007), including Managing Director (1987-2007), and Chase Manhattan Bank (1975-1978).

Arthur E. Johnson (1947)

Year of Election or Appointment: 2008

Trustee

Chairman of the Independent Trustees

Mr. Johnson also serves as Trustee of other Fidelity® funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation plc (diversified power management, 2009-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). Mr. Johnson previously served as Vice Chairman (2015-2018) of the Independent Trustees of certain Fidelity® funds and on the Board of Directors of IKON Office Solutions, Inc. (1999-2008), AGL Resources, Inc. (holding company, 2002-2016), and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.

Michael E. Kenneally (1954)

Year of Election or Appointment: 2009

Trustee

Vice Chairman of the Independent Trustees

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

Marie L. Knowles (1946)

Year of Election or Appointment: 2001

Trustee

Ms. Knowles also serves as Trustee of other Fidelity® funds. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company (pipeline and tanker operations). Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Santa Catalina Island Company (real estate, 2009-present). Ms. Knowles is a Member of the Investment Company Institute Board of Governors and a Member of the Governing Council of the Independent Directors Council (2014-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002). Ms. Knowles previously served as Chairman (2015-2018) and Vice Chairman (2012-2015) of the Independent Trustees of certain Fidelity® funds.

Mark A. Murray (1954)

Year of Election or Appointment: 2016

Trustee

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

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

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as Assistant Treasurer of other funds. Mr. Brown is an employee of Fidelity Investments (2013-present).

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

Mr. Burke also serves as Chief Financial Officer of other funds. Mr. Burke serves as Head of Investment Operations for Fidelity Fund and Investment Operations (2018-present) and is an employee of Fidelity Investments (1998-present). Previously Mr. Burke served as head of Asset Management Investment Operations (2012-2018).

William C. Coffey (1969)

Year of Election or Appointment: 2018

Secretary and Chief Legal Officer (CLO)

Mr. Coffey also serves as Secretary and CLO of other funds. Mr. Coffey serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2018-present); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2018-present); and CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2018-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Assistant Secretary of certain funds (2009-2018) and as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (diversified financial services company, 2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as President and Treasurer of certain Fidelity® funds (2013-2018). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

President and Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Assistant Treasurer of certain Fidelity® funds (2016-2018). 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John B. McGinty, Jr. (1962)

Year of Election or Appointment: 2016

Chief Compliance Officer

Mr. McGinty also serves as Chief Compliance Officer of other funds. Mr. McGinty is Senior Vice President of Asset Management Compliance for Fidelity Investments and is an employee of Fidelity Investments (2016-present). Mr. McGinty previously served as Vice President, Senior Attorney at Eaton Vance Management (investment management firm, 2015-2016), and prior to Eaton Vance as global CCO for all firm operations and registered investment companies at GMO LLC (investment management firm, 2009-2015). Before joining GMO LLC, Mr. McGinty served as Senior Vice President, Deputy General Counsel for Fidelity Investments (2007-2009).

Jason P. Pogorelec (1975)

Year of Election or Appointment: 2015

Assistant Secretary

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

Nancy D. Prior (1967)

Year of Election or Appointment: 2014

Vice President

Ms. Prior also serves as Vice President of other funds. Ms. Prior serves as President Fixed Income, High Income/Emerging Market Debt and Multi Asset Class Strategies of FIAM LLC (2018-present), President (2016-present) and Director (2014-present) of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm), President, Fixed Income (2014-present), and is an employee of Fidelity Investments (2002-present). Previously, Ms. Prior served as Vice Chairman of FIAM LLC (investment adviser firm, 2014-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), President Multi-Asset Class Strategies of FMR's Global Asset Allocation Division (2017-2018), Vice President of Fidelity's Money Market Funds (2012-2014), President, Money Market and Short Duration Bond Group of Fidelity Management & Research (FMR) (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2013), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of certain Fidelity® funds (2008-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), is an employee of Fidelity Investments (2009-present), and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Assistant Treasurer (2013-2018) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Wegmann also serves as Assistant Treasurer of other funds. Mr. Wegmann is an employee of Fidelity Investments (2011-present).

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2019 to July 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
February 1, 2019 
Ending
Account Value
July 31, 2019 
Expenses Paid
During Period-B
February 1, 2019
to July 31, 2019 
Actual .02% $1,000.00 $1,113.50 $.10 
Hypothetical-C  $1,000.00 $1,024.70 $.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 181/365 (to reflect the one-half year period).

 C 5% return per year before expenses

Distributions (Unaudited)

The fund designates 98% and 96% of the dividends distributed in September and December, respectively during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund designates 100% of dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2020 of amounts for use in preparing 2019 income tax returns.





Fidelity Investments

SV9-ANN-0919
1.9870993.103


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.



Annual Report

July 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

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions

Board Approval of Investment Advisory Contracts


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-PORT. Forms N-PORT are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-PORT may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended July 31, 2019 Past 1 year Life of fundA 
Fidelity® SAI Real Estate Index Fund 10.79% 8.27% 

 A From February 2, 2016

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® SAI Real Estate Index Fund on February 2, 2016, when the fund started.

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


Period Ending Values

$13,200Fidelity® SAI Real Estate Index Fund

$13,223Dow Jones U.S. Select Real Estate Securities Index℠

Management's Discussion of Fund Performance

Market Recap:  The U.S. equity bellwether S&P 500® index gained 7.99% for the 12 months ending July 31, 2019, beginning the new year on a high note after enduring a historically volatile final quarter of 2018. Upbeat company earnings/outlooks and signs the Federal Reserve may pause on rates boosted stocks to an all-time high on April 30. In May, however, volatility spiked and stocks returned -6.35% for the month amid the Fed’s decision to hold interest rates steady and signal that it had little appetite to adjust them any time soon, as well as retaliatory tariffs imposed on the U.S. by China. The downtrend was similar to late 2018, when many investors fled from risk assets on elevated concerns about future economic growth, global trade and tighter monetary policy. The bull market roared back in June, with the S&P 500® rising 7.05%, and recorded a series of all-time highs in a productive July (+1.44%). For the full 12 months, growth stocks outpaced value, while large-caps handily bested small-caps. By sector, information technology (+19%) led the way, boosted by continued strength in software & services (+26%), the market’s largest industry segment. Three defensive groups also stood out – real estate (+18%), utilities (+17%) and consumer staples (+15%) – followed by consumer discretionary (+10%) and communication services (+8%). In contrast, energy (-16%) was by far the weakest sector. Other notable laggards included materials (0%), financials (+3%), industrials (+4%) and health care (+4%).

Comments from the Geode Capital Management, LLC, passive equity index team:  For the fiscal year, the fund gained 10.79%, performing roughly in line with the 10.89% increase in the Dow Jones U.S. Select Real Estate Securities Index℠. In what was a generally strong year of performance for the real estate investment trust (REIT) asset class, it was the health care (+26%) and residential (+24%) groups that led the way. On the other hand, hotel (-13%) and retail REITs (-3%) struggled due to mounting investor concerns about a slowing U.S. economy. On an individual basis, Prologis (+26%) was a significant contributor as this, and other industrial REITs, continued to benefit from strong demand for specialized distribution facilities serving the needs of e-commerce companies. Shares of Welltower, the largest health care REIT in the index, rose about 39% the past 12 months, easily outpacing the broader health care segment. Meanwhile, apartment REITs Equity Residential (+24%) and AvalonBay Communities (+22%) continued to benefit from industry trends boosting demand for apartments, while the stock of self-storage REIT Public Storage (+16%) gained on investors' hopes for improving industry fundamentals. In contrast, retail REITs struggled amid continued concern about competition from e-commerce outlets. In particular, mall owners Macerich (-40%) and Simon Property Group (-4%) were large detractors within this group. Another notable laggard was Senior Housing Properties Trust (-50%), an owner of retirement communities that was hurt by the company's large amount of debt and significant financial trouble for one of its major tenants during the period.

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

Note to Shareholders:   On March 22, 2019, Pat Waddell retired and is no longer a portfolio manager with Geode Capital Management.

Investment Summary (Unaudited)

Top Ten Stocks as of July 31, 2019

 % of fund's net assets 
Prologis, Inc. 7.3 
Simon Property Group, Inc. 7.2 
Public Storage 5.2 
Welltower, Inc. 4.8 
Equity Residential (SBI) 4.2 
AvalonBay Communities, Inc. 4.2 
Ventas, Inc. 3.5 
Digital Realty Trust, Inc. 3.4 
Boston Properties, Inc. 2.9 
Essex Property Trust, Inc. 2.8 
 45.5 

Top Five REIT Sectors as of July 31, 2019

 % of fund's net assets 
REITs - Apartments 21.2 
REITs - Health Care 11.9 
REITs - Office Property 11.3 
REITs - Diversified 10.0 
REITs - Warehouse/Industrial 9.6 

Asset Allocation (% of fund's net assets)

As of July 31, 2019 
   Stocks and Equity Futures 100.0% 


Schedule of Investments July 31, 2019

Showing Percentage of Net Assets

Common Stocks - 99.7%   
 Shares Value 
Equity Real Estate Investment Trusts (REITs) - 99.6%   
REITs - Apartments - 21.2%   
American Campus Communities, Inc. 20,584 $962,302 
American Homes 4 Rent Class A 38,775 938,743 
Apartment Investment & Management Co. Class A 22,303 1,104,891 
AvalonBay Communities, Inc. 20,888 4,361,206 
Camden Property Trust (SBI) 14,511 1,504,936 
Equity Residential (SBI) 55,591 4,385,574 
Essex Property Trust, Inc. 9,839 2,973,543 
Front Yard Residential Corp. Class B 7,339 88,141 
Independence Realty Trust, Inc. 13,430 165,861 
Invitation Homes, Inc. 63,049 1,731,956 
Mid-America Apartment Communities, Inc. 17,068 2,011,293 
UDR, Inc. 42,241 1,945,620 
  22,174,066 
REITs - Diversified - 10.0%   
Apple Hospitality (REIT), Inc. 31,656 497,316 
CorePoint Lodging, Inc. 5,773 67,717 
Cousins Properties, Inc. 21,726 764,321 
Digital Realty Trust, Inc. 31,252 3,573,979 
Duke Realty Corp. 53,882 1,795,887 
Liberty Property Trust (SBI) 22,265 1,164,460 
NorthStar Realty Europe Corp. 7,525 127,925 
PS Business Parks, Inc. 2,999 524,825 
Vornado Realty Trust 26,077 1,677,273 
Washington REIT (SBI) 11,969 322,565 
  10,516,268 
REITs - Health Care - 11.9%   
HCP, Inc. 71,693 2,289,157 
Healthcare Realty Trust, Inc. 19,418 620,988 
LTC Properties, Inc. 5,942 273,867 
Senior Housing Properties Trust (SBI) 35,552 291,526 
Universal Health Realty Income Trust (SBI) 1,891 174,275 
Ventas, Inc. 55,411 3,728,606 
Welltower, Inc. 60,719 5,046,963 
  12,425,382 
REITs - Hotels - 6.4%   
Ashford Hospitality Trust, Inc. 13,223 35,834 
Chatham Lodging Trust 6,963 124,359 
Chesapeake Lodging Trust 9,087 249,620 
DiamondRock Hospitality Co. 30,126 303,369 
Hersha Hospitality Trust 5,411 84,520 
Hospitality Properties Trust (SBI) 24,733 611,152 
Host Hotels & Resorts, Inc. 111,257 1,934,759 
Park Hotels & Resorts, Inc. 30,296 800,117 
Pebblebrook Hotel Trust 19,585 548,184 
RLJ Lodging Trust 26,142 451,734 
Ryman Hospitality Properties, Inc. 7,727 579,525 
Summit Hotel Properties, Inc. 15,714 174,583 
Sunstone Hotel Investors, Inc. 34,391 454,305 
Xenia Hotels & Resorts, Inc. 16,846 361,010 
  6,713,071 
REITs - Management/Investment - 1.0%   
American Assets Trust, Inc. 7,012 325,357 
Empire State Realty Trust, Inc. 21,328 298,805 
Retail Properties America, Inc. 32,175 391,248 
  1,015,410 
REITs - Manufactured Homes - 3.3%   
Equity Lifestyle Properties, Inc. 13,449 1,671,038 
Sun Communities, Inc. 13,468 1,788,685 
  3,459,723 
REITs - Office Buildings - 0.2%   
Government Properties Income Trust 7,192 202,599 
REITs - Office Property - 11.3%   
Boston Properties, Inc. 23,171 3,080,584 
Brandywine Realty Trust (SBI) 26,420 389,695 
Columbia Property Trust, Inc. 17,480 383,336 
Corporate Office Properties Trust (SBI) 16,832 469,949 
Douglas Emmett, Inc. 24,182 987,109 
Easterly Government Properties, Inc. 10,172 191,946 
Equity Commonwealth 18,302 614,581 
Franklin Street Properties Corp. 16,034 129,234 
Highwoods Properties, Inc. (SBI) 15,589 706,649 
Hudson Pacific Properties, Inc. 23,082 814,795 
JBG SMITH Properties 18,088 707,783 
Kilroy Realty Corp. 15,135 1,202,627 
Mack-Cali Realty Corp. 13,510 321,268 
Paramount Group, Inc. 30,174 417,306 
Piedmont Office Realty Trust, Inc. Class A 18,938 394,100 
SL Green Realty Corp. 12,671 1,027,365 
  11,838,327 
REITs - Regional Malls - 8.3%   
CBL & Associates Properties, Inc. 25,539 26,816 
Pennsylvania Real Estate Investment Trust (SBI) (a) 8,926 53,377 
Simon Property Group, Inc. 46,388 7,524,134 
Tanger Factory Outlet Centers, Inc. (a) 14,072 223,463 
Taubman Centers, Inc. 9,202 372,865 
The Macerich Co. (a) 15,924 526,288 
  8,726,943 
REITs - Shopping Centers - 7.3%   
Acadia Realty Trust (SBI) 12,378 347,450 
Brixmor Property Group, Inc. 44,776 849,848 
DDR Corp. 21,330 303,953 
Federal Realty Investment Trust (SBI) 11,216 1,480,624 
Kimco Realty Corp. 63,387 1,217,664 
Kite Realty Group Trust 12,548 199,639 
Ramco-Gershenson Properties Trust (SBI) 12,014 147,172 
Regency Centers Corp. 25,007 1,667,967 
Retail Opportunity Investments Corp. 17,095 310,103 
Seritage Growth Properties 4,163 173,889 
Urban Edge Properties 18,007 301,257 
Washington Prime Group, Inc. 27,886 101,226 
Weingarten Realty Investors (SBI) 17,998 502,324 
  7,603,116 
REITs - Storage - 9.1%   
CubeSmart 28,228 958,341 
Extra Space Storage, Inc. 19,104 2,147,099 
Life Storage, Inc. 6,994 681,845 
National Storage Affiliates Trust 8,507 257,677 
Public Storage 22,531 5,469,626 
  9,514,588 
REITs - Warehouse/Industrial - 9.6%   
EastGroup Properties, Inc. 5,475 659,628 
First Industrial Realty Trust, Inc. 18,887 721,295 
Prologis, Inc. 94,612 7,626,673 
QTS Realty Trust, Inc. Class A 8,290 383,661 
Rexford Industrial Realty, Inc. 15,441 639,257 
  10,030,514 
TOTAL EQUITY REAL ESTATE INVESTMENT TRUSTS (REITS)  104,220,007 
Real Estate Management & Development - 0.1%   
Real Estate Services - 0.1%   
Retail Value, Inc. 2,363 88,943 
TOTAL COMMON STOCKS   
(Cost $102,303,728)  104,308,950 
Money Market Funds - 1.1%   
Fidelity Cash Central Fund 2.43% (b) 353,863 353,934 
Fidelity Securities Lending Cash Central Fund 2.43% (b)(c) 823,772 823,854 
TOTAL MONEY MARKET FUNDS   
(Cost $1,177,807)  1,177,788 
TOTAL INVESTMENT IN SECURITIES - 100.8%   
(Cost $103,481,535)  105,486,738 
NET OTHER ASSETS (LIABILITIES) - (0.8)%  (790,542) 
NET ASSETS - 100%  $104,696,196 

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) Sept. 2019 $298,230 $7,094 $7,094 

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

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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

 (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 $2,567 
Fidelity Securities Lending Cash Central Fund 2,401 
Total $4,968 

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. Amount for Fidelity Securities Lending Cash Central Fund 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.

Investment Valuation

The following is a summary of the inputs used, as of July 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 $104,308,950 $104,308,950 $-- $-- 
Money Market Funds 1,177,788 1,177,788 -- -- 
Total Investments in Securities: $105,486,738 $105,486,738 $-- $-- 
Derivative Instruments:     
Assets     
Futures Contracts $7,094 $7,094 $-- $-- 
Total Assets $7,094 $7,094 $-- $-- 
Total Derivative Instruments: $7,094 $7,094 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of July 31, 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) $7,094 $0 
Total Equity Risk 7,094 
Total Value of Derivatives $7,094 $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 distributable earnings.

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


Financial Statements

Statement of Assets and Liabilities

  July 31, 2019 
Assets   
Investment in securities, at value (including securities loaned of $784,773) — See accompanying schedule:
Unaffiliated issuers (cost $102,303,728) 
$104,308,950  
Fidelity Central Funds (cost $1,177,807) 1,177,788  
Total Investment in Securities (cost $103,481,535)  $105,486,738 
Segregated cash with brokers for derivative instruments  12,600 
Dividends receivable  29,848 
Distributions receivable from Fidelity Central Funds  460 
Receivable from investment adviser for expense reductions  6,540 
Total assets  105,536,186 
Liabilities   
Accrued management fee $6,126  
Payable for daily variation margin on futures contracts 3,000  
Other affiliated payables 6,565  
Collateral on securities loaned 824,299  
Total liabilities  839,990 
Net Assets  $104,696,196 
Net Assets consist of:   
Paid in capital  $101,808,808 
Total distributable earnings (loss)  2,887,388 
Net Assets, for 8,809,664 shares outstanding  $104,696,196 
Net Asset Value, offering price and redemption price per share ($104,696,196 ÷ 8,809,664 shares)  $11.88 

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


Statement of Operations

  Year ended July 31, 2019 
Investment Income   
Dividends  $3,307,761 
Income from Fidelity Central Funds (including $2,401 from security lending)  4,968 
Total income  3,312,729 
Expenses   
Management fee $68,673  
Transfer agent fees 73,578  
Independent trustees' fees and expenses 434  
Commitment fees 261  
Total expenses before reductions 142,946  
Expense reductions (73,789)  
Total expenses after reductions  69,157 
Net investment income (loss)  3,243,572 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 520,616  
Fidelity Central Funds (20)  
Futures contracts 5,467  
Total net realized gain (loss)  526,063 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 6,495,038  
Fidelity Central Funds (19)  
Futures contracts 3,216  
Total change in net unrealized appreciation (depreciation)  6,498,235 
Net gain (loss)  7,024,298 
Net increase (decrease) in net assets resulting from operations  $10,267,870 

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


Statement of Changes in Net Assets

 Year ended July 31, 2019 Year ended July 31, 2018 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $3,243,572 $2,892,281 
Net realized gain (loss) 526,063 187,990 
Change in net unrealized appreciation (depreciation) 6,498,235 516,530 
Net increase (decrease) in net assets resulting from operations 10,267,870 3,596,801 
Distributions to shareholders (3,330,211) – 
Distributions to shareholders from net investment income – (2,828,662) 
Distributions to shareholders from net realized gain – (465,294) 
Total distributions (3,330,211) (3,293,956) 
Share transactions   
Reinvestment of distributions 2,428,308 931,830 
Cost of shares redeemed (106,293) (4,020,000) 
Net increase (decrease) in net assets resulting from share transactions 2,322,015 (3,088,170) 
Total increase (decrease) in net assets 9,259,674 (2,785,325) 
Net Assets   
Beginning of period 95,436,522 98,221,847 
End of period $104,696,196 $95,436,522 
Other Information   
Undistributed net investment income end of period  $572,999 
Shares   
Sold – – 
Issued in reinvestment of distributions 226,848 84,561 
Redeemed (9,533) (359,584) 
Net increase (decrease) 217,315 (275,023) 

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


Financial Highlights

Fidelity SAI Real Estate Index Fund

     
Years ended July 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 .37 .33 .28 .06 
Net realized and unrealized gain (loss) .79 .08 (.96) 2.08 
Total from investment operations 1.16 .41 (.68) 2.14 
Distributions from net investment income (.37) (.33) (.24) (.09) 
Distributions from net realized gain (.02) (.05) (.05) – 
Total distributions (.39) (.38) (.29) (.09) 
Net asset value, end of period $11.88 $11.11 $11.08 $12.05 
Total ReturnC,D 10.79% 3.87% (5.60)% 21.52% 
Ratios to Average Net AssetsE,F     
Expenses before reductions .15% .15% .15% .77%G 
Expenses net of fee waivers, if any .07% .07% .09% .09%G 
Expenses net of all reductions .07% .07% .09% .09%G 
Net investment income (loss) 3.31% 3.11% 2.55% 1.06%G 
Supplemental Data     
Net assets, end of period (000 omitted) $104,696 $95,437 $98,222 $105,295 
Portfolio turnover rateH 9% 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

For the period ended July 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 ranged from less than .005% to .01%.

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

3. Significant Accounting Policies.

The 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 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.

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of July 31, 2019, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

Book-tax differences are primarily due to 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 $11,727,375 
Gross unrealized depreciation (10,062,650) 
Net unrealized appreciation (depreciation) $1,664,725 
Tax Cost $103,822,013 

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

Undistributed ordinary income $657,735 
Undistributed long-term capital gain $564,928 
Net unrealized appreciation (depreciation) on securities and other investments $1,664,725 

The tax character of distributions paid was as follows:

 July 31, 2019 July 31, 2018 
Ordinary Income $3,192,733 $ 2,828,662 
Long-term Capital Gains 137,478 465,294 
Total $3,330,211 $ 3,293,956 

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 $12,469,797 and $8,437,627, 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.

During July 2019, the Board approved the elimination of the expense contract effective August 1, 2019.

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.

During July 2019, the Board approved that effective August 1, 2019 transfer agent fees will not be paid by the Fund and will instead be paid by the investment adviser or an affiliate.

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 $261 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 from time to time in order to earn additional income. For equity securities, lending agents are used, including National Financial Services (NFS), an affiliate of the Fund. Pursuant to a securities lending agreement, NFS will receive a fee, which is capped at 9.9% of daily lending revenue, for its services as lending agent. The Fund may lend securities to certain qualified borrowers, including NFS. 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 NFS, as affiliated borrower, at period end was $52,026. Total fees paid by the Fund to NFS, as lending agent, amounted to $19. 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, and includes $21 from securities loaned to NFS, as affiliated borrower.

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, 2020. 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 $73,588.

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 $201.

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.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of Fidelity SAI Real Estate Index Fund (the "Fund"), a fund of Fidelity Salem Street Trust, including the schedule of investments, as of July 31, 2019, the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the three years in the period then ended and for the period from February 2, 2016 (commencement of operations) to July 31, 2016, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of July 31, 2019, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and for the period from February 2, 2016 (commencement of operations) to July 31, 2016 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of July 31, 2019, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

September 12, 2019


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

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Except for Jonathan Chiel, each of the Trustees oversees 276 funds. Mr. Chiel oversees 170 funds. 

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Jonathan Chiel (1957)

Year of Election or Appointment: 2016

Trustee

Mr. Chiel also serves as Trustee of other Fidelity® funds. Mr. Chiel is Executive Vice President and General Counsel for FMR LLC (diversified financial services company, 2012-present). Previously, Mr. Chiel served as general counsel (2004-2012) and senior vice president and deputy general counsel (2000-2004) for John Hancock Financial Services; a partner with Choate, Hall & Stewart (1996-2000) (law firm); and an Assistant United States Attorney for the United States Attorney’s Office of the District of Massachusetts (1986-95), including Chief of the Criminal Division (1993-1995). Mr. Chiel is a director on the boards of the Boston Bar Foundation and the Maimonides School.

Abigail P. Johnson (1961)

Year of Election or Appointment: 2009

Trustee

Chairman of the Board of Trustees

Ms. Johnson also serves as Trustee of other Fidelity® funds. Ms. Johnson serves as Chairman (2016-present), Chief Executive Officer (2014-present), and Director (2007-present) of FMR LLC (diversified financial services company), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (investment adviser firm, 2011-present) and Chairman and Director of FMR (investment adviser firm, 2011-present). Previously, Ms. Johnson served as Vice Chairman (2007-2016) and President (2013-2016) of FMR LLC, President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc. (investment adviser firm), and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity® funds (2001-2005), and managed a number of Fidelity® funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

Jennifer Toolin McAuliffe (1959)

Year of Election or Appointment: 2016

Trustee

Ms. McAuliffe also serves as Trustee of other Fidelity® funds. Ms. McAuliffe previously served as a Member of the Advisory Board of certain Fidelity® funds (2016) and as Co-Head of Fixed Income of Fidelity Investments Limited (now known as FIL Limited (FIL)) (diversified financial services company). Earlier roles at FIL included Director of Research for FIL’s credit and quantitative teams in London, Hong Kong and Tokyo. Ms. McAuliffe also was the Director of Research for taxable and municipal bonds at Fidelity Investments Money Management, Inc. Ms. McAuliffe is also a director or trustee of several not-for-profit entities.

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

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

Independent Trustees:

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

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

Elizabeth S. Acton (1951)

Year of Election or Appointment: 2013

Trustee

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

Ann E. Dunwoody (1953)

Year of Election or Appointment: 2018

Trustee

General Dunwoody also serves as Trustee of other Fidelity® funds. General Dunwoody (United States Army, Retired) was the first woman in U.S. military history to achieve the rank of four-star general and prior to her retirement in 2012 held a variety of positions within the U.S. Army, including Commanding General, U.S. Army Material Command (2008-2012). She is the President of First to Four LLC (leadership and mentoring services, 2012-present). She also serves as a member of the Board of Directors and Nominating and Corporate Governance Committee of L3 Technologies, Inc. (communication, electronic, sensor, and aerospace systems, 2013-present), Board of Directors and Nomination and Corporate Governance Committees of Kforce Inc. (professional staffing services, 2016-present) and Board of Directors of Automattic Inc. (software engineering, 2018-present). Previously, General Dunwoody served as a Member of the Advisory Board of certain Fidelity® funds (2018), a member of the Board of Directors and Audit and Sustainability and Corporate Responsibility Committees of Republic Services, Inc. (waste collection, disposal and recycling, 2013-2016). Ms. Dunwoody also serves on several boards for non-profit organizations, including as a member of the Board of Directors, Chair of the Nomination and Governance Committee and member of the Audit Committee of Logistics Management Institute (consulting non-profit, 2012-present), a member of the Board of Directors of the Army Historical Foundation (2015-present), a member of the Council of Trustees for the Association of the United States Army (advocacy non-profit, 2013-present) and a member of the Board of Trustees of Florida Institute of Technology (2015-present) and ThanksUSA (military family education non-profit, 2014-present).

John Engler (1948)

Year of Election or Appointment: 2014

Trustee

Mr. Engler also serves as Trustee of other Fidelity® funds. He serves on the board of directors for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present) and K12 Inc. (technology-based education company, 2012-present). Previously, Mr. Engler served as interim president of Michigan State University (2018-2019), a Member of the Advisory Board of certain Fidelity® funds (2014-2016), president of the Business Roundtable (2011-2017), a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011), member of the Board of Trustees of the Annie E. Casey Foundation (2004-2015), and as governor of Michigan (1991-2003). He is a past chairman of the National Governors Association.

Robert F. Gartland (1951)

Year of Election or Appointment: 2010

Trustee

Mr. Gartland also serves as Trustee of other Fidelity® funds. Mr. Gartland is Chairman and an investor in Gartland & Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007), including Managing Director (1987-2007), and Chase Manhattan Bank (1975-1978).

Arthur E. Johnson (1947)

Year of Election or Appointment: 2008

Trustee

Chairman of the Independent Trustees

Mr. Johnson also serves as Trustee of other Fidelity® funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation plc (diversified power management, 2009-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). Mr. Johnson previously served as Vice Chairman (2015-2018) of the Independent Trustees of certain Fidelity® funds and on the Board of Directors of IKON Office Solutions, Inc. (1999-2008), AGL Resources, Inc. (holding company, 2002-2016), and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.

Michael E. Kenneally (1954)

Year of Election or Appointment: 2009

Trustee

Vice Chairman of the Independent Trustees

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

Marie L. Knowles (1946)

Year of Election or Appointment: 2001

Trustee

Ms. Knowles also serves as Trustee of other Fidelity® funds. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company (pipeline and tanker operations). Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Santa Catalina Island Company (real estate, 2009-present). Ms. Knowles is a Member of the Investment Company Institute Board of Governors and a Member of the Governing Council of the Independent Directors Council (2014-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002). Ms. Knowles previously served as Chairman (2015-2018) and Vice Chairman (2012-2015) of the Independent Trustees of certain Fidelity® funds.

Mark A. Murray (1954)

Year of Election or Appointment: 2016

Trustee

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

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

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as Assistant Treasurer of other funds. Mr. Brown is an employee of Fidelity Investments (2013-present).

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

Mr. Burke also serves as Chief Financial Officer of other funds. Mr. Burke serves as Head of Investment Operations for Fidelity Fund and Investment Operations (2018-present) and is an employee of Fidelity Investments (1998-present). Previously Mr. Burke served as head of Asset Management Investment Operations (2012-2018).

William C. Coffey (1969)

Year of Election or Appointment: 2018

Secretary and Chief Legal Officer (CLO)

Mr. Coffey also serves as Secretary and CLO of other funds. Mr. Coffey serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2018-present); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2018-present); and CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2018-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Assistant Secretary of certain funds (2009-2018) and as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (diversified financial services company, 2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as President and Treasurer of certain Fidelity® funds (2013-2018). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

President and Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Assistant Treasurer of certain Fidelity® funds (2016-2018). 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John B. McGinty, Jr. (1962)

Year of Election or Appointment: 2016

Chief Compliance Officer

Mr. McGinty also serves as Chief Compliance Officer of other funds. Mr. McGinty is Senior Vice President of Asset Management Compliance for Fidelity Investments and is an employee of Fidelity Investments (2016-present). Mr. McGinty previously served as Vice President, Senior Attorney at Eaton Vance Management (investment management firm, 2015-2016), and prior to Eaton Vance as global CCO for all firm operations and registered investment companies at GMO LLC (investment management firm, 2009-2015). Before joining GMO LLC, Mr. McGinty served as Senior Vice President, Deputy General Counsel for Fidelity Investments (2007-2009).

Jason P. Pogorelec (1975)

Year of Election or Appointment: 2015

Assistant Secretary

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

Nancy D. Prior (1967)

Year of Election or Appointment: 2014

Vice President

Ms. Prior also serves as Vice President of other funds. Ms. Prior serves as President Fixed Income, High Income/Emerging Market Debt and Multi Asset Class Strategies of FIAM LLC (2018-present), President (2016-present) and Director (2014-present) of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm), President, Fixed Income (2014-present), and is an employee of Fidelity Investments (2002-present). Previously, Ms. Prior served as Vice Chairman of FIAM LLC (investment adviser firm, 2014-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), President Multi-Asset Class Strategies of FMR's Global Asset Allocation Division (2017-2018), Vice President of Fidelity's Money Market Funds (2012-2014), President, Money Market and Short Duration Bond Group of Fidelity Management & Research (FMR) (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2013), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of certain Fidelity® funds (2008-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), is an employee of Fidelity Investments (2009-present), and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Assistant Treasurer (2013-2018) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Wegmann also serves as Assistant Treasurer of other funds. Mr. Wegmann is an employee of Fidelity Investments (2011-present).

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2019 to July 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
February 1, 2019 
Ending
Account Value
July 31, 2019 
Expenses Paid
During Period-B
February 1, 2019
to July 31, 2019 
Actual .07% $1,000.00 $1,063.60 $.36 
Hypothetical-C  $1,000.00 $1,024.45 $.35 

 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 181/365 (to reflect the one-half year period).

 C 5% return per year before expenses

Distributions (Unaudited)

The Board of Trustees of Fidelity SAI Real Estate Index Fund voted to pay on September 9, 2019, to shareholders of record at the opening of business on September 6, 2019, a distribution of $.071 per share derived from capital gains realized from sales of portfolio securities and a dividend of $.101 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2019, $564,929, or, if subsequently determined to be different, the net capital gain of such year.

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

The fund designates 100% of the dividends distributed during the fiscal year as a section 199A dividend.

The fund will notify shareholders in January 2020 of amounts for use in preparing 2019 income tax returns.

Board Approval of Investment Advisory Contracts

Fidelity SAI Real Estate Index Fund

At its July 2019 meeting, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve an amended and restated sub-advisory agreement with Geode Capital Management, LLC (Geode) for the fund (the Amended Contract) to decrease the sub-advisory fee rate paid by Fidelity Management & Research Company (FMR) to Geode, on behalf of the fund, by 0.2 basis points. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information.

Nature, Extent, and Quality of Services Provided.  The Board noted that it previously received and considered materials relating to the nature, extent and quality of services provided by FMR and Geode to the fund, including the resources dedicated to investment management and support services, shareholder and administrative services, the benefits to shareholders of investment in a large fund family, and the investment performance of the fund in connection with the annual renewal of the fund's current management contract and sub-advisory agreements (Advisory Contracts). At its September 2018 meeting, the Board concluded that the nature, extent and quality of the services provided to the fund under the existing Advisory Contracts should benefit the fund's shareholders. The Board noted that approval of the Amended Contract would not change the fund's portfolio manager, the investment processes, the level or nature of services provided, the resources and personnel allocated or trading and compliance operations. The Board concluded that the nature, extent, and quality of services to be provided to the fund under the Amended Contract will continue to benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio.  The Board considered that it received and reviewed information regarding the fund's current management fee and total expense ratio compared to "mapped groups" of competitive funds and classes in connection with the annual renewal of the Advisory Contracts.

Based on its review, the Board concluded at its September 2018 meeting that the fund's current management fee and total expenses are fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of the proposed sub-advisory fee rate under the Amended Contract, the Board considered that the proposed sub-advisory fee rate is lower by 0.2 basis points than the current sub-advisory fee rate. The Board noted that FMR, and not the fund, pays the sub-advisory fee out of its management fee. The Board also considered that the Amended Contract would not result in any changes to the fund's management fee rate, and that the management fee rate would continue to rank below the total mapped group median of its competitor funds based on the competitive mapped group data provided to the Board in connection with the annual renewal of the existing management contract.

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

Costs of the Services and Profitability.  The Board considered that it previously reviewed information regarding the revenues earned and the expenses incurred by FMR in providing services to the fund and the level of FMR's profitability. At its September 2018 meeting, the Board concluded that it was satisfied that FMR's profitability in connection with the operation of the fund was not excessive under the circumstances. Because the Board was approving an arrangement that would not result in any changes to the management fee rate, the Board did not consider the costs of the services provided by and the profits realized by FMR to be significant factors in its decision to approve the Amended Contract.

Economies of Scale.  The Board considered that it previously received and reviewed information regarding whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale and that it concluded, at its September 2018 meeting, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity. The Board did not consider economies of scale to be a significant factor in its decision to approve the Amended Contract because the proposed sub-advisory fee rate will be lower than the current sub-advisory fee rate.

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





Fidelity Investments

SV8-ANN-0919
1.9870987.103


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.



Annual Report

July 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

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions


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Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended July 31, 2019 Past 1 year Life of fundA 
Fidelity® SAI U.S. Momentum Index Fund 6.94% 15.78% 

 A From February 9, 2017

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® SAI U.S. Momentum Index Fund on February 9, 2017, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the MSCI USA Custom Momentum Composite Index performed over the same period.


Period Ending Values

$14,363Fidelity® SAI U.S. Momentum Index Fund

$14,416MSCI USA Custom Momentum Composite Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. equity bellwether S&P 500® index gained 7.99% for the 12 months ending July 31, 2019, beginning the new year on a high note after enduring a historically volatile final quarter of 2018. Upbeat company earnings/outlooks and signs the Federal Reserve may pause on rates boosted stocks to an all-time high on April 30. In May, however, volatility spiked and stocks returned -6.35% for the month amid the Fed’s decision to hold interest rates steady and signal that it had little appetite to adjust them any time soon, as well as retaliatory tariffs imposed on the U.S. by China. The downtrend was similar to late 2018, when many investors fled from risk assets on elevated concerns about future economic growth, global trade and tighter monetary policy. The bull market roared back in June, with the S&P 500® rising 7.05%, and recorded a series of all-time highs in a productive July (+1.44%). For the full 12 months, growth stocks outpaced value, while large-caps handily bested small-caps. By sector, information technology (+19%) led the way, boosted by continued strength in software & services (+26%), the market’s largest industry segment. Three defensive groups also stood out – real estate (+18%), utilities (+17%) and consumer staples (+15%) – followed by consumer discretionary (+10%) and communication services (+8%). In contrast, energy (-16%) was by far the weakest sector. Other notable laggards included materials (0%), financials (+3%), industrials (+4%) and health care (+4%).

Comments from the Geode Capital Management, LLC, passive equity index team:  For the fiscal year, the fund gained 6.94%, slightly underperforming the 7.07% advance of the MSCI USA Momentum Composite Index. Many of the portfolio's top individual contributors, in absolute terms, came from the strongest-performing sector in the index: information technology. Leading the way was Microsoft (+31%), largely due to continued growth in the company's cloud-computing business. Other key contributors within technology included Visa (+29%) and Mastercard (+34%), two leaders in electronic-payment processing. Elsewhere, Procter & Gamble (+28%) aided performance, as the consumer branded-goods company produced better-than-expected sales gains during the period. Lastly, coffee retailer Starbucks (+48%), which entered the index mid-period, benefited from strong sales and earnings growth, particularly in China. Conversely, several of the portfolio's most notable detractors were stocks that began the fiscal year in the index, but left it before period end. These included consumer electronics and personal computer manufacturer Apple (-26%), graphics-chip maker NVIDIA (-33%), and streaming-video provider Netflix (-1%). Also weighing on performance was pharmaceutical company Pfizer (-8%), added to the index during the period. Pfizer shares declined on weaker-than-expected revenue estimates and investors' apparent dissatisfaction with the company's plans to merge one of its business units with Mylan.

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

Note to Shareholders:  On March 22, 2019, Pat Waddell retired and is no longer a portfolio manager with Geode Capital Management.

Investment Summary (Unaudited)

Top Five Stocks as of July 31, 2019

 % of fund's net assets 
Procter & Gamble Co. 5.2 
Microsoft Corp. 4.3 
MasterCard, Inc. Class A 3.8 
Visa, Inc. Class A 3.8 
Merck & Co., Inc. 3.5 
 20.6 

Top Five Market Sectors as of July 31, 2019

 % of fund's net assets 
Information Technology 28.8 
Health Care 17.2 
Consumer Staples 10.1 
Consumer Discretionary 8.7 
Industrials 8.6 

Asset Allocation (% of fund's net assets)

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


 * Foreign investments - 2.5%

Schedule of Investments July 31, 2019

Showing Percentage of Net Assets

Common Stocks - 99.4%   
 Shares Value 
COMMUNICATION SERVICES - 5.8%   
Diversified Telecommunication Services - 1.4%   
Verizon Communications, Inc. 950,236 $52,519,544 
Entertainment - 2.2%   
Live Nation Entertainment, Inc. (a)(b) 84,328 6,076,676 
The Walt Disney Co. 519,873 74,347,038 
  80,423,714 
Interactive Media & Services - 0.3%   
IAC/InterActiveCorp (a) 29,698 7,099,307 
Snap, Inc. Class A (a)(b) 215,052 3,612,874 
TripAdvisor, Inc. (a)(b) 16,690 736,864 
  11,449,045 
Media - 1.7%   
Altice U.S.A., Inc. Class A (a) 80,817 2,085,887 
Charter Communications, Inc. Class A (a)(b) 20,754 7,998,177 
Comcast Corp. Class A 1,051,668 45,400,508 
Fox Corp.:   
Class A 43,280 1,615,210 
Class B 18,474 687,233 
Liberty Broadband Corp. Class C (a) 24,249 2,413,018 
  60,200,033 
Wireless Telecommunication Services - 0.2%   
T-Mobile U.S., Inc. (a) 87,772 6,998,062 
TOTAL COMMUNICATION SERVICES  211,590,398 
CONSUMER DISCRETIONARY - 8.7%   
Hotels, Restaurants & Leisure - 5.6%   
Chipotle Mexican Grill, Inc. (a) 18,787 14,945,622 
Darden Restaurants, Inc. 10,266 1,247,935 
Domino's Pizza, Inc. 4,325 1,057,592 
Hilton Worldwide Holdings, Inc. 25,795 2,490,507 
McDonald's Corp. 338,397 71,307,016 
Starbucks Corp. 972,474 92,083,563 
Yum! Brands, Inc. 183,555 20,653,609 
  203,785,844 
Household Durables - 0.1%   
Garmin Ltd. 53,193 4,180,438 
Internet & Direct Marketing Retail - 0.3%   
MercadoLibre, Inc. (a) 15,263 9,484,733 
Wayfair LLC Class A (a) 19,900 2,610,084 
  12,094,817 
Multiline Retail - 0.5%   
Dollar General Corp. 110,341 14,787,901 
Dollar Tree, Inc. (a) 35,652 3,627,591 
  18,415,492 
Specialty Retail - 1.9%   
Advance Auto Parts, Inc. 18,795 2,831,279 
AutoZone, Inc. (a) 19,870 22,314,805 
Burlington Stores, Inc. (a) 13,769 2,488,747 
Lowe's Companies, Inc. 38,071 3,860,399 
O'Reilly Automotive, Inc. (a) 37,592 14,313,530 
Ross Stores, Inc. 53,574 5,680,451 
Tractor Supply Co. 58,829 6,401,183 
Ulta Beauty, Inc. (a) 28,906 10,095,421 
  67,985,815 
Textiles, Apparel & Luxury Goods - 0.3%   
lululemon athletica, Inc. (a) 64,364 12,299,317 
Under Armour, Inc. Class C (non-vtg.) (a) 21,806 443,534 
  12,742,851 
TOTAL CONSUMER DISCRETIONARY  319,205,257 
CONSUMER STAPLES - 10.1%   
Beverages - 0.7%   
PepsiCo, Inc. 209,330 26,754,467 
Food & Staples Retailing - 1.5%   
Costco Wholesale Corp. 93,928 25,889,375 
Walmart, Inc. 268,131 29,596,300 
  55,485,675 
Food Products - 1.8%   
General Mills, Inc. 45,248 2,403,121 
Hormel Foods Corp. (b) 94,956 3,892,246 
Lamb Weston Holdings, Inc. 37,400 2,510,288 
McCormick & Co., Inc. (non-vtg.) (b) 56,733 8,994,450 
Mondelez International, Inc. 541,685 28,974,731 
The Hershey Co. 81,255 12,329,634 
Tyson Foods, Inc. Class A 53,430 4,247,685 
  63,352,155 
Household Products - 6.0%   
Church & Dwight Co., Inc. 170,345 12,850,827 
Clorox Co. 41,845 6,803,997 
Kimberly-Clark Corp. 80,113 10,867,328 
Procter & Gamble Co. 1,598,191 188,650,458 
  219,172,610 
Personal Products - 0.1%   
Coty, Inc. Class A 26,643 290,675 
Estee Lauder Companies, Inc. Class A 20,747 3,821,390 
  4,112,065 
TOTAL CONSUMER STAPLES  368,876,972 
ENERGY - 0.1%   
Oil, Gas & Consumable Fuels - 0.1%   
Kinder Morgan, Inc. 160,437 3,308,211 
FINANCIALS - 4.0%   
Capital Markets - 0.8%   
CME Group, Inc. 45,881 8,920,184 
FactSet Research Systems, Inc. (b) 13,244 3,672,561 
MarketAxess Holdings, Inc. 13,293 4,480,273 
Moody's Corp. 18,399 3,943,642 
MSCI, Inc. 44,568 10,127,632 
  31,144,292 
Insurance - 3.2%   
AFLAC, Inc. 342,051 18,005,565 
Alleghany Corp. (a) 892 611,671 
Aon PLC 141,873 26,849,465 
Arch Capital Group Ltd. (a) 97,953 3,789,802 
Arthur J. Gallagher & Co. 90,116 8,149,190 
Cincinnati Financial Corp. 95,850 10,287,581 
Erie Indemnity Co. Class A (b) 13,954 3,108,533 
Marsh & McLennan Companies, Inc. 45,733 4,518,420 
Progressive Corp. 323,837 26,224,320 
RenaissanceRe Holdings Ltd. (b) 24,052 4,357,020 
W.R. Berkley Corp. (b) 64,941 4,506,256 
Willis Group Holdings PLC 25,165 4,912,711 
  115,320,534 
TOTAL FINANCIALS  146,464,826 
HEALTH CARE - 17.2%   
Biotechnology - 0.2%   
Exact Sciences Corp. (a) 11,172 1,286,009 
Regeneron Pharmaceuticals, Inc. (a) 18,083 5,510,975 
Seattle Genetics, Inc. (a)(b) 11,862 898,072 
  7,695,056 
Health Care Equipment & Supplies - 6.0%   
Abbott Laboratories 936,355 81,556,521 
Boston Scientific Corp. (a) 663,239 28,161,128 
Danaher Corp. 388,030 54,518,215 
Dentsply Sirona, Inc. 48,250 2,627,213 
DexCom, Inc. (a)(b) 32,243 5,057,959 
Edwards Lifesciences Corp. (a) 69,049 14,697,080 
Hologic, Inc. (a) 53,862 2,760,428 
IDEXX Laboratories, Inc. (a) 7,670 2,163,324 
Intuitive Surgical, Inc. (a) 25,940 13,476,089 
STERIS PLC (b) 27,002 4,019,518 
The Cooper Companies, Inc. 21,390 7,216,986 
Varian Medical Systems, Inc. (a) 15,950 1,872,052 
  218,126,513 
Health Care Providers & Services - 1.1%   
Anthem, Inc. 77,148 22,728,572 
Cigna Corp. 29,227 4,966,252 
HCA Holdings, Inc. 78,328 10,457,571 
Wellcare Health Plans, Inc. (a) 3,248 932,988 
  39,085,383 
Health Care Technology - 0.5%   
Veeva Systems, Inc. Class A (a) 105,927 17,573,289 
Life Sciences Tools & Services - 2.6%   
Agilent Technologies, Inc. 110,917 7,698,749 
IQVIA Holdings, Inc. (a) 97,633 15,540,245 
Mettler-Toledo International, Inc. (a) 10,095 7,639,391 
Thermo Fisher Scientific, Inc. 215,374 59,805,052 
Waters Corp. (a) 24,291 5,114,713 
  95,798,150 
Pharmaceuticals - 6.8%   
Eli Lilly & Co. 559,301 60,935,844 
Merck & Co., Inc. 1,559,883 129,454,690 
Pfizer, Inc. 1,011,233 39,276,290 
Zoetis, Inc. Class A 183,321 21,061,750 
  250,728,574 
TOTAL HEALTH CARE  629,006,965 
INDUSTRIALS - 8.6%   
Aerospace & Defense - 1.9%   
Harris Corp. 45,658 9,478,601 
HEICO Corp. 19,030 2,602,353 
HEICO Corp. Class A 31,319 3,300,709 
Lockheed Martin Corp. 25,378 9,191,150 
The Boeing Co. 90,760 30,965,497 
TransDigm Group, Inc. (a) 26,145 12,691,829 
  68,230,139 
Airlines - 0.0%   
United Continental Holdings, Inc. (a) 11,504 1,057,333 
Building Products - 0.2%   
Allegion PLC 17,380 1,799,525 
Lennox International, Inc. (b) 20,334 5,215,264 
  7,014,789 
Commercial Services & Supplies - 1.8%   
Cintas Corp. 16,439 4,281,373 
Copart, Inc. (a) 67,066 5,199,627 
Republic Services, Inc. 126,454 11,210,147 
Rollins, Inc. 20,747 695,647 
Waste Connection, Inc. (United States) 138,733 12,585,858 
Waste Management, Inc. 279,272 32,674,824 
  66,647,476 
Construction & Engineering - 0.0%   
Jacobs Engineering Group, Inc. 13,781 1,137,070 
Electrical Equipment - 0.1%   
AMETEK, Inc. 48,341 4,331,837 
Industrial Conglomerates - 1.2%   
Honeywell International, Inc. 154,738 26,686,115 
Roper Technologies, Inc. 43,889 15,960,235 
  42,646,350 
Machinery - 0.9%   
Deere & Co. 67,766 11,225,438 
Dover Corp. 33,252 3,220,456 
IDEX Corp. 7,696 1,294,621 
Ingersoll-Rand PLC 134,675 16,653,911 
  32,394,426 
Professional Services - 0.7%   
CoStar Group, Inc. (a) 13,103 8,063,586 
IHS Markit Ltd. (a) 36,386 2,343,986 
Verisk Analytics, Inc. 97,221 14,750,370 
  25,157,942 
Road & Rail - 1.6%   
CSX Corp. 166,412 11,715,405 
Norfolk Southern Corp. 136,033 25,998,627 
Union Pacific Corp. 115,774 20,833,531 
  58,547,563 
Trading Companies & Distributors - 0.2%   
Fastenal Co. 190,937 5,880,860 
TOTAL INDUSTRIALS  313,045,785 
INFORMATION TECHNOLOGY - 28.8%   
Communications Equipment - 2.2%   
Cisco Systems, Inc. 1,200,230 66,492,742 
Motorola Solutions, Inc. 94,022 15,603,891 
  82,096,633 
Electronic Equipment & Components - 0.9%   
CDW Corp. 73,307 8,661,955 
Corning, Inc. 56,176 1,727,412 
Dell Technologies, Inc. (a) 121,693 7,026,554 
Keysight Technologies, Inc. (a) 158,453 14,184,713 
  31,600,634 
IT Services - 12.5%   
Automatic Data Processing, Inc. 141,995 23,645,007 
EPAM Systems, Inc. (a) 18,942 3,670,770 
Fiserv, Inc. (a)(b) 226,003 23,827,496 
FleetCor Technologies, Inc. (a) 18,292 5,198,038 
Gartner, Inc. (a) 4,742 660,703 
Global Payments, Inc. 58,281 9,786,546 
Leidos Holdings, Inc. 28,857 2,369,160 
MasterCard, Inc. Class A 506,623 137,938,244 
MongoDB, Inc. Class A (a)(b) 17,359 2,486,156 
Okta, Inc. (a) 55,625 7,277,419 
Paychex, Inc. 104,022 8,639,027 
PayPal Holdings, Inc. (a) 527,093 58,191,067 
Square, Inc. (a) 56,128 4,513,252 
Total System Services, Inc. 48,649 6,602,642 
Twilio, Inc. Class A (a)(b) 57,743 8,032,629 
VeriSign, Inc. (a) 83,836 17,696,941 
Visa, Inc. Class A (b) 770,771 137,197,238 
  457,732,335 
Semiconductors & Semiconductor Equipment - 3.0%   
Advanced Micro Devices, Inc. (a)(b) 536,424 16,334,111 
Analog Devices, Inc. 44,143 5,185,037 
Broadcom, Inc. 155,700 45,151,443 
KLA-Tencor Corp. 16,816 2,292,357 
Marvell Technology Group Ltd. (b) 63,927 1,678,723 
Microchip Technology, Inc. (b) 26,639 2,515,254 
Qualcomm, Inc. 130,691 9,561,354 
Xilinx, Inc. 223,000 25,468,830 
  108,187,109 
Software - 10.2%   
Adobe, Inc. (a) 35,511 10,612,817 
Autodesk, Inc. (a) 23,708 3,702,478 
Cadence Design Systems, Inc. (a) 212,208 15,684,293 
DocuSign, Inc. (a)(b) 20,271 1,048,416 
Fortinet, Inc. (a) 63,005 5,059,932 
Intuit, Inc. 125,744 34,870,069 
Microsoft Corp. 1,150,220 156,740,479 
Palo Alto Networks, Inc. (a) 9,961 2,256,565 
Paycom Software, Inc. (a)(b) 23,693 5,704,090 
Salesforce.com, Inc. (a) 325,162 50,237,529 
ServiceNow, Inc. (a)(b) 128,797 35,727,000 
Splunk, Inc. (a) 29,822 4,035,215 
SS&C Technologies Holdings, Inc. 23,371 1,120,639 
Synopsys, Inc. (a) 74,277 9,861,015 
Tableau Software, Inc. (a) 23,773 4,030,237 
VMware, Inc. Class A 57,967 10,114,662 
Workday, Inc. Class A (a) 104,851 20,968,103 
  371,773,539 
Technology Hardware, Storage & Peripherals - 0.0%   
Xerox Corp. 26,753 858,771 
TOTAL INFORMATION TECHNOLOGY  1,052,249,021 
MATERIALS - 2.6%   
Chemicals - 1.9%   
Air Products & Chemicals, Inc. 108,736 24,821,167 
Ecolab, Inc. 178,795 36,068,315 
Linde PLC 49,951 9,554,627 
  70,444,109 
Containers & Packaging - 0.7%   
Amcor PLC (a) 157,367 1,668,090 
Ball Corp. (b) 304,116 21,738,212 
Crown Holdings, Inc. (a)(b) 42,207 2,701,670 
Sealed Air Corp. 16,513 690,078 
  26,798,050 
TOTAL MATERIALS  97,242,159 
REAL ESTATE - 5.7%   
Equity Real Estate Investment Trusts (REITs) - 5.7%   
Alexandria Real Estate Equities, Inc. 9,714 1,421,741 
American Tower Corp. 347,259 73,486,950 
AvalonBay Communities, Inc. 38,684 8,076,832 
Crown Castle International Corp. 33,956 4,524,977 
Equinix, Inc. 16,176 8,121,970 
Equity Lifestyle Properties, Inc. 30,107 3,740,795 
Equity Residential (SBI) 114,695 9,048,289 
Essex Property Trust, Inc. 26,473 8,000,670 
HCP, Inc. 202,485 6,465,346 
Invitation Homes, Inc. 32,768 900,137 
Liberty Property Trust (SBI) 28,043 1,466,649 
National Retail Properties, Inc. 88,570 4,626,897 
Prologis, Inc. 59,436 4,791,136 
Realty Income Corp. 180,994 12,526,595 
SBA Communications Corp. Class A 33,749 8,282,342 
Simon Property Group, Inc. 43,591 7,070,460 
Sun Communities, Inc. 30,543 4,056,416 
UDR, Inc. 131,550 6,059,193 
Ventas, Inc. 69,708 4,690,651 
VEREIT, Inc. 155,375 1,417,020 
Welltower, Inc. 245,659 20,419,176 
WP Carey, Inc. 107,705 9,320,791 
  208,515,033 
UTILITIES - 7.8%   
Electric Utilities - 5.2%   
American Electric Power Co., Inc. 259,445 22,781,865 
Duke Energy Corp. 206,627 17,918,693 
Entergy Corp. 106,782 11,278,315 
Eversource Energy 182,147 13,817,671 
Exelon Corp. 498,204 22,449,072 
FirstEnergy Corp. 108,120 4,754,036 
NextEra Energy, Inc. 225,468 46,710,206 
OGE Energy Corp. 112,181 4,818,174 
Pinnacle West Capital Corp. 54,363 4,958,993 
Southern Co. 379,744 21,341,613 
Vistra Energy Corp. 86,501 1,856,311 
Xcel Energy, Inc. 321,194 19,146,374 
  191,831,323 
Gas Utilities - 0.2%   
Atmos Energy Corp. 33,975 3,704,634 
UGI Corp. 47,138 2,408,280 
  6,112,914 
Independent Power and Renewable Electricity Producers - 0.3%   
NRG Energy, Inc. 89,542 3,056,964 
The AES Corp. 414,644 6,961,873 
  10,018,837 
Multi-Utilities - 1.7%   
Ameren Corp. 147,071 11,131,804 
CMS Energy Corp. 136,109 7,924,266 
Dominion Resources, Inc. 97,056 7,210,290 
DTE Energy Co. 85,782 10,903,750 
NiSource, Inc. 30,517 906,050 
Public Service Enterprise Group, Inc. (b) 91,367 5,221,624 
Sempra Energy 24,011 3,251,810 
WEC Energy Group, Inc. 194,722 16,640,942 
  63,190,536 
Water Utilities - 0.4%   
American Water Works Co., Inc. 119,511 13,717,473 
TOTAL UTILITIES  284,871,083 
TOTAL COMMON STOCKS   
(Cost $3,128,833,301)  3,634,375,710 
Money Market Funds - 7.1%   
Fidelity Cash Central Fund 2.43% (c) 6,575,390 6,576,705 
Fidelity Securities Lending Cash Central Fund 2.43% (c)(d) 252,939,831 252,965,125 
TOTAL MONEY MARKET FUNDS   
(Cost $259,541,830)  259,541,830 
TOTAL INVESTMENT IN SECURITIES - 106.5%   
(Cost $3,388,375,131)  3,893,917,540 
NET OTHER ASSETS (LIABILITIES) - (6.5)%  (238,426,948) 
NET ASSETS - 100%  $3,655,490,592 

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) 148 Sept. 2019 $22,069,020 $116,308 $116,308 

The notional amount of futures purchased as a percentage of Net Assets is 0.6%

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, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

 (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 $299,036 
Fidelity Securities Lending Cash Central Fund 574,931 
Total $873,967 

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. Amount for Fidelity Securities Lending Cash Central Fund 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.

Investment Valuation

The following is a summary of the inputs used, as of July 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 $211,590,398 $211,590,398 $-- $-- 
Consumer Discretionary 319,205,257 319,205,257 -- -- 
Consumer Staples 368,876,972 368,876,972 -- -- 
Energy 3,308,211 3,308,211 -- -- 
Financials 146,464,826 146,464,826 -- -- 
Health Care 629,006,965 629,006,965 -- -- 
Industrials 313,045,785 313,045,785 -- -- 
Information Technology 1,052,249,021 1,052,249,021 -- -- 
Materials 97,242,159 97,242,159 -- -- 
Real Estate 208,515,033 208,515,033 -- -- 
Utilities 284,871,083 284,871,083 -- -- 
Money Market Funds 259,541,830 259,541,830 -- -- 
Total Investments in Securities: $3,893,917,540 $3,893,917,540 $-- $-- 
Derivative Instruments:     
Assets     
Futures Contracts $116,308 $116,308 $-- $-- 
Total Assets $116,308 $116,308 $-- $-- 
Total Derivative Instruments: $116,308 $116,308 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of July 31, 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) $116,308 $0 
Total Equity Risk 116,308 
Total Value of Derivatives $116,308 $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 distributable earnings.

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


Financial Statements

Statement of Assets and Liabilities

  July 31, 2019 
Assets   
Investment in securities, at value (including securities loaned of $242,538,517) — See accompanying schedule:
Unaffiliated issuers (cost $3,128,833,301) 
$3,634,375,710  
Fidelity Central Funds (cost $259,541,830) 259,541,830  
Total Investment in Securities (cost $3,388,375,131)  $3,893,917,540 
Segregated cash with brokers for derivative instruments  982,800 
Cash  761 
Receivable for investments sold  285,513,679 
Receivable for fund shares sold  603,589 
Dividends receivable  3,112,121 
Distributions receivable from Fidelity Central Funds  31,496 
Prepaid expenses  9,169 
Receivable from investment adviser for expense reductions  157,771 
Total assets  4,184,328,926 
Liabilities   
Payable for investments purchased $274,216,232  
Payable for fund shares redeemed 681,408  
Accrued management fee 307,823  
Payable for daily variation margin on futures contracts 229,483  
Other affiliated payables 299,488  
Other payables and accrued expenses 137,816  
Collateral on securities loaned 252,966,084  
Total liabilities  528,838,334 
Net Assets  $3,655,490,592 
Net Assets consist of:   
Paid in capital  $3,132,646,126 
Total distributable earnings (loss)  522,844,466 
Net Assets, for 265,464,701 shares outstanding  $3,655,490,592 
Net Asset Value, offering price and redemption price per share ($3,655,490,592 ÷ 265,464,701 shares)  $13.77 

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


Statement of Operations

  Year ended July 31, 2019 
Investment Income   
Dividends  $54,924,602 
Interest  10,240 
Income from Fidelity Central Funds (including $574,931 from security lending)  873,967 
Total income  55,808,809 
Expenses   
Management fee $3,304,446  
Transfer agent fees 2,478,335  
Accounting and security lending fees 760,962  
Custodian fees and expenses 61,364  
Independent trustees' fees and expenses 13,863  
Registration fees 126,944  
Audit 54,946  
Legal 6,723  
Interest 13,635  
Miscellaneous 17,457  
Total expenses before reductions 6,838,675  
Expense reductions (1,859,195)  
Total expenses after reductions  4,979,480 
Net investment income (loss)  50,829,329 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 1,330,291  
Fidelity Central Funds 123  
Futures contracts 1,064,044  
Total net realized gain (loss)  2,394,458 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 231,043,156  
Futures contracts (26,959)  
Total change in net unrealized appreciation (depreciation)  231,016,197 
Net gain (loss)  233,410,655 
Net increase (decrease) in net assets resulting from operations  $284,239,984 

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


Statement of Changes in Net Assets

 Year ended July 31, 2019 Year ended July 31, 2018 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $50,829,329 $20,587,897 
Net realized gain (loss) 2,394,458 63,527,251 
Change in net unrealized appreciation (depreciation) 231,016,197 238,950,976 
Net increase (decrease) in net assets resulting from operations 284,239,984 323,066,124 
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 1,499,718,974 2,419,094,288 
Reinvestment of distributions 49,465,140 4,036,858 
Cost of shares redeemed (601,491,539) (962,697,840) 
Net increase (decrease) in net assets resulting from share transactions 947,692,575 1,460,433,306 
Total increase (decrease) in net assets 1,142,744,080 1,768,569,912 
Net Assets   
Beginning of period 2,512,746,512 744,176,600 
End of period $3,655,490,592 $2,512,746,512 
Other Information   
Undistributed net investment income end of period  $10,614,230 
Shares   
Sold 118,738,023 197,459,770 
Issued in reinvestment of distributions 3,757,326 339,178 
Redeemed (45,864,276) (76,713,283) 
Net increase (decrease) 76,631,073 121,085,665 

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


Financial Highlights

Fidelity SAI U.S. Momentum Index Fund

    
Years ended July 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 .20 .15 .07 
Net realized and unrealized gain (loss) .71C 2.29 .91 
Total from investment operations .91 2.44 .98 
Distributions from net investment income (.12) (.06) – 
Distributions from net realized gain (.33) (.04) – 
Total distributions (.45) (.11)D – 
Net asset value, end of period $13.77 $13.31 $10.98 
Total ReturnE,F 6.94%C 22.33% 9.80% 
Ratios to Average Net AssetsG,H    
Expenses before reductions .21% .23% .35%I 
Expenses net of fee waivers, if any .15% .15% .15%I 
Expenses net of all reductions .15% .15% .15%I 
Net investment income (loss) 1.54% 1.19% 1.40%I 
Supplemental Data    
Net assets, end of period (000 omitted) $3,655,491 $2,512,747 $744,177 
Portfolio turnover rateJ 161% 153% 47%K 

 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 Amount includes a reimbursement from the investment adviser for an operational error which amounted to less than $.01 per share. Excluding this reimbursement, the total return would have been 6.91%.

 D 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.

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

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

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

 H Expense ratios reflect operating expenses of the 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.

 I Annualized

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

 K Amount not annualized.

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


Notes to Financial Statements

For the period ended July 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 ranged from less than .005% to .01%.

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

3. Significant Accounting Policies.

The 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 July 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. As of July 31, 2019, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

Book-tax differences are primarily due to futures contracts, market discount and losses deferred due to wash sales and excise tax regulations.

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 $525,716,236 
Gross unrealized depreciation (26,139,835) 
Net unrealized appreciation (depreciation) $499,576,401 
Tax Cost $3,394,341,139 

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

Undistributed ordinary income $33,258,739 
Net unrealized appreciation (depreciation) on securities and other investments $499,576,401 

The Fund intends to elect to defer to its next fiscal year $9,990,673 of capital losses recognized during the period November 1, 2018 to July 31, 2019.

The tax character of distributions paid was as follows:

 July 31, 2019 July 31, 2018 
Ordinary Income $80,137,946 $ 14,667,644 
Long-term Capital Gains 9,050,533 261,874 
Total $89,188,479 $ 14,929,518 

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 $6,210,724,868 and $5,293,397,190, 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.

During July 2019, the Board approved that effective August 1, 2019 transfer agent fees will not be paid by the Fund and will instead be paid by the investment adviser or an affiliate.

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. Prior to April 1, 2019, FSC had a separate agreement with the Fund for administration of the security lending program, based on the number and duration of lending transactions. For the period, the total fees paid for accounting and administration of securities lending were equivalent to an annual rate of .02%.

During July 2019, the Board approved that effective August 1, 2019 accounting fees will not be paid by the Fund and will instead be paid by the investment adviser or an affiliate.

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 $16,666,545 2.68% $13,635 

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.

Other. During the period, the investment adviser reimbursed the Fund $1,064,903 for an operational error which is included in Net Realized Gain (Loss) in the accompanying Statement of Operations.

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 $8,529 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 from time to time in order to earn additional income. For equity securities, lending agents are used, including National Financial Services (NFS), an affiliate of the Fund. Pursuant to a securities lending agreement, NFS will receive a fee, which is capped at 9.9% of daily lending revenue, for its services as lending agent. The Fund may lend securities to certain qualified borrowers, including NFS. 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 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. Total fees paid by the Fund to NFS, as lending agent, amounted to $1,193. 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. During the period, there were no securities loaned to NFS.

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, 2020. 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 $1,855,003.

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 $4,192.

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 Growth Fund and Strategic Advisers Fidelity U.S. Total Stock Fund were the owners of record of approximately 11% and 43%, respectively, of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of Fidelity SAI U.S. Momentum Index Fund (the "Fund"), a fund of Fidelity Salem Street Trust, including the schedule of investments, as of July 31, 2019, the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the two years in the period then ended and for the period from February 9, 2017 (commencement of operations) to July 31, 2017, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of July 31, 2019, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the two years in the period then ended and for the period from February 9, 2017 (commencement of operations) to July 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of July 31, 2019, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

September 13, 2019


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

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Except for Jonathan Chiel, each of the Trustees oversees 274 funds. Mr. Chiel oversees 170 funds. 

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Jonathan Chiel (1957)

Year of Election or Appointment: 2016

Trustee

Mr. Chiel also serves as Trustee of other Fidelity® funds. Mr. Chiel is Executive Vice President and General Counsel for FMR LLC (diversified financial services company, 2012-present). Previously, Mr. Chiel served as general counsel (2004-2012) and senior vice president and deputy general counsel (2000-2004) for John Hancock Financial Services; a partner with Choate, Hall & Stewart (1996-2000) (law firm); and an Assistant United States Attorney for the United States Attorney’s Office of the District of Massachusetts (1986-95), including Chief of the Criminal Division (1993-1995). Mr. Chiel is a director on the boards of the Boston Bar Foundation and the Maimonides School.

Abigail P. Johnson (1961)

Year of Election or Appointment: 2009

Trustee

Chairman of the Board of Trustees

Ms. Johnson also serves as Trustee of other Fidelity® funds. Ms. Johnson serves as Chairman (2016-present), Chief Executive Officer (2014-present), and Director (2007-present) of FMR LLC (diversified financial services company), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (investment adviser firm, 2011-present) and Chairman and Director of FMR (investment adviser firm, 2011-present). Previously, Ms. Johnson served as Vice Chairman (2007-2016) and President (2013-2016) of FMR LLC, President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc. (investment adviser firm), and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity® funds (2001-2005), and managed a number of Fidelity® funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

Jennifer Toolin McAuliffe (1959)

Year of Election or Appointment: 2016

Trustee

Ms. McAuliffe also serves as Trustee of other Fidelity® funds. Ms. McAuliffe previously served as a Member of the Advisory Board of certain Fidelity® funds (2016) and as Co-Head of Fixed Income of Fidelity Investments Limited (now known as FIL Limited (FIL)) (diversified financial services company). Earlier roles at FIL included Director of Research for FIL’s credit and quantitative teams in London, Hong Kong and Tokyo. Ms. McAuliffe also was the Director of Research for taxable and municipal bonds at Fidelity Investments Money Management, Inc. Ms. McAuliffe is also a director or trustee of several not-for-profit entities.

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

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

Independent Trustees:

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

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

Elizabeth S. Acton (1951)

Year of Election or Appointment: 2013

Trustee

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

Ann E. Dunwoody (1953)

Year of Election or Appointment: 2018

Trustee

General Dunwoody also serves as Trustee of other Fidelity® funds. General Dunwoody (United States Army, Retired) was the first woman in U.S. military history to achieve the rank of four-star general and prior to her retirement in 2012 held a variety of positions within the U.S. Army, including Commanding General, U.S. Army Material Command (2008-2012). She is the President of First to Four LLC (leadership and mentoring services, 2012-present). She also serves as a member of the Board of Directors and Nominating and Corporate Governance Committee of L3 Technologies, Inc. (communication, electronic, sensor, and aerospace systems, 2013-present), Board of Directors and Nomination and Corporate Governance Committees of Kforce Inc. (professional staffing services, 2016-present) and Board of Directors of Automattic Inc. (software engineering, 2018-present). Previously, General Dunwoody served as a Member of the Advisory Board of certain Fidelity® funds (2018), a member of the Board of Directors and Audit and Sustainability and Corporate Responsibility Committees of Republic Services, Inc. (waste collection, disposal and recycling, 2013-2016). Ms. Dunwoody also serves on several boards for non-profit organizations, including as a member of the Board of Directors, Chair of the Nomination and Governance Committee and member of the Audit Committee of Logistics Management Institute (consulting non-profit, 2012-present), a member of the Board of Directors of the Army Historical Foundation (2015-present), a member of the Council of Trustees for the Association of the United States Army (advocacy non-profit, 2013-present) and a member of the Board of Trustees of Florida Institute of Technology (2015-present) and ThanksUSA (military family education non-profit, 2014-present).

John Engler (1948)

Year of Election or Appointment: 2014

Trustee

Mr. Engler also serves as Trustee of other Fidelity® funds. He serves on the board of directors for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present) and K12 Inc. (technology-based education company, 2012-present). Previously, Mr. Engler served as interim president of Michigan State University (2018-2019), a Member of the Advisory Board of certain Fidelity® funds (2014-2016), president of the Business Roundtable (2011-2017), a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011), member of the Board of Trustees of the Annie E. Casey Foundation (2004-2015), and as governor of Michigan (1991-2003). He is a past chairman of the National Governors Association.

Robert F. Gartland (1951)

Year of Election or Appointment: 2010

Trustee

Mr. Gartland also serves as Trustee of other Fidelity® funds. Mr. Gartland is Chairman and an investor in Gartland & Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007), including Managing Director (1987-2007), and Chase Manhattan Bank (1975-1978).

Arthur E. Johnson (1947)

Year of Election or Appointment: 2008

Trustee

Chairman of the Independent Trustees

Mr. Johnson also serves as Trustee of other Fidelity® funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation plc (diversified power management, 2009-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). Mr. Johnson previously served as Vice Chairman (2015-2018) of the Independent Trustees of certain Fidelity® funds and on the Board of Directors of IKON Office Solutions, Inc. (1999-2008), AGL Resources, Inc. (holding company, 2002-2016), and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.

Michael E. Kenneally (1954)

Year of Election or Appointment: 2009

Trustee

Vice Chairman of the Independent Trustees

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

Marie L. Knowles (1946)

Year of Election or Appointment: 2001

Trustee

Ms. Knowles also serves as Trustee of other Fidelity® funds. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company (pipeline and tanker operations). Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Santa Catalina Island Company (real estate, 2009-present). Ms. Knowles is a Member of the Investment Company Institute Board of Governors and a Member of the Governing Council of the Independent Directors Council (2014-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002). Ms. Knowles previously served as Chairman (2015-2018) and Vice Chairman (2012-2015) of the Independent Trustees of certain Fidelity® funds.

Mark A. Murray (1954)

Year of Election or Appointment: 2016

Trustee

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

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

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as Assistant Treasurer of other funds. Mr. Brown is an employee of Fidelity Investments (2013-present).

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

Mr. Burke also serves as Chief Financial Officer of other funds. Mr. Burke serves as Head of Investment Operations for Fidelity Fund and Investment Operations (2018-present) and is an employee of Fidelity Investments (1998-present). Previously Mr. Burke served as head of Asset Management Investment Operations (2012-2018).

William C. Coffey (1969)

Year of Election or Appointment: 2018

Secretary and Chief Legal Officer (CLO)

Mr. Coffey also serves as Secretary and CLO of other funds. Mr. Coffey serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2018-present); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2018-present); and CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2018-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Assistant Secretary of certain funds (2009-2018) and as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (diversified financial services company, 2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as President and Treasurer of certain Fidelity® funds (2013-2018). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

President and Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Assistant Treasurer of certain Fidelity® funds (2016-2018). 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John B. McGinty, Jr. (1962)

Year of Election or Appointment: 2016

Chief Compliance Officer

Mr. McGinty also serves as Chief Compliance Officer of other funds. Mr. McGinty is Senior Vice President of Asset Management Compliance for Fidelity Investments and is an employee of Fidelity Investments (2016-present). Mr. McGinty previously served as Vice President, Senior Attorney at Eaton Vance Management (investment management firm, 2015-2016), and prior to Eaton Vance as global CCO for all firm operations and registered investment companies at GMO LLC (investment management firm, 2009-2015). Before joining GMO LLC, Mr. McGinty served as Senior Vice President, Deputy General Counsel for Fidelity Investments (2007-2009).

Jason P. Pogorelec (1975)

Year of Election or Appointment: 2015

Assistant Secretary

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

Nancy D. Prior (1967)

Year of Election or Appointment: 2014

Vice President

Ms. Prior also serves as Vice President of other funds. Ms. Prior serves as President Fixed Income, High Income/Emerging Market Debt and Multi Asset Class Strategies of FIAM LLC (2018-present), President (2016-present) and Director (2014-present) of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm), President, Fixed Income (2014-present), and is an employee of Fidelity Investments (2002-present). Previously, Ms. Prior served as Vice Chairman of FIAM LLC (investment adviser firm, 2014-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), President Multi-Asset Class Strategies of FMR's Global Asset Allocation Division (2017-2018), Vice President of Fidelity's Money Market Funds (2012-2014), President, Money Market and Short Duration Bond Group of Fidelity Management & Research (FMR) (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2013), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of certain Fidelity® funds (2008-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), is an employee of Fidelity Investments (2009-present), and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Assistant Treasurer (2013-2018) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Wegmann also serves as Assistant Treasurer of other funds. Mr. Wegmann is an employee of Fidelity Investments (2011-present).

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2019 to July 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
February 1, 2019 
Ending
Account Value
July 31, 2019 
Expenses Paid
During Period-B
February 1, 2019
to July 31, 2019 
Actual .15% $1,000.00 $1,126.80 $.79** 
Hypothetical-C  $1,000.00 $1,024.05 $.75** 

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

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

 C 5% return per year before expenses

**If fees and changes to the Fund level expense contract and/ or expense cap, effective August 1, 2019, had been in effect during the current period, the restated annualized expense ratio would have been .10% and the expenses paid in the actual and hypothetical examples above would have been $.53 and $.50, respectively.

Distributions (Unaudited)

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2019, $6,278,092, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 21% and 100% of the dividends distributed in September and December, respectively during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund designates 22% and 100% of the dividends distributed in September and December, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2020 of amounts for use in preparing 2019 income tax returns.





Fidelity Investments

SY1-ANN-0919
1.9878817.102


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.



Annual Report

July 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 
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Contents

Performance

Management's Discussion of Fund Performance

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Shareholder Expense Example

Distributions


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

You may also call 1-800-544-3455 to request a free copy of the proxy voting guidelines.

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 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-PORT. Forms N-PORT are available on the SEC’s web site at http://www.sec.gov. A fund's Forms N-PORT may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.institutional.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED •MAY LOSE VALUE •NO BANK GUARANTEE

Neither the Fund nor Fidelity Distributors Corporation is a bank.



Performance: The Bottom Line

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

Average Annual Total Returns

For the periods ended July 31, 2019 Past 1 year Life of fundA 
Fidelity® SAI U.S. Value Index Fund 0.62% 2.65% 

 A From December 19, 2017

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® SAI U.S. Value Index Fund on December 19, 2017, when the fund started.

The chart shows how the value of your investment would have changed, and also shows how the Fidelity® U.S. Value Focus Index performed over the same period.


Period Ending Values

$10,431Fidelity® SAI U.S. Value Index Fund

$10,441Fidelity® U.S. Value Focus Index

Management's Discussion of Fund Performance

Market Recap:  The U.S. equity bellwether S&P 500® index gained 7.99% for the 12 months ending July 31, 2019, beginning the new year on a high note after enduring a historically volatile final quarter of 2018. Upbeat company earnings/outlooks and signs the Federal Reserve may pause on rates boosted stocks to an all-time high on April 30. In May, however, volatility spiked and stocks returned -6.35% for the month amid the Fed’s decision to hold interest rates steady and signal that it had little appetite to adjust them any time soon, as well as retaliatory tariffs imposed on the U.S. by China. The downtrend was similar to late 2018, when many investors fled from risk assets on elevated concerns about future economic growth, global trade and tighter monetary policy. The bull market roared back in June, with the S&P 500® rising 7.05%, and recorded a series of all-time highs in a productive July (+1.44%). For the full 12 months, growth stocks outpaced value, while large-caps handily bested small-caps. By sector, information technology (+19%) led the way, boosted by continued strength in software & services (+26%), the market’s largest industry segment. Three defensive groups also stood out – real estate (+18%), utilities (+17%) and consumer staples (+15%) – followed by consumer discretionary (+10%) and communication services (+8%). In contrast, energy (-16%) was by far the weakest sector. Other notable laggards included materials (0%), financials (+3%), industrials (+4%) and health care (+4%).

Comments from the Geode Capital Management, LLC, passive equity index team:  For the fiscal year, the fund gained 0.62%, performing roughly in line with the Fidelity U.S. Value Focus Index, which increased 0.57%. The strongest-performing sector in the index by far the past 12 months was communication services. Here, Comcast was a strong individual contributor for the fund as shares of this cable, broadband and media company rose 24% during the period, due to growth in its broadband subscriptions which compensated for a slowdown in its legacy cable business. Also bolstering the fund's performance were stakes in financial services company Goldman Sachs (+39%) and bank company Citigroup (+10%), both of which gained ground after joining the index mid-period. Telecommunication services providers AT&T (+13%) and Verizon Communications (+12%) were contributors as well. In contrast, the portfolio's biggest individual detractor was California utility PG&E (-85%), whose shares plunged in late 2018 and early 2019 as the company faced substantial financial liability following last year's wildfires in the state, ultimately causing the firm to declare bankruptcy in January at which point the stock was no longer part of the index. Also weighing on the fund's result was Food producer Kraft Heinz (-42%), which was added to the index mid-period but struggled amid an accounting scandal, management turnover and slumping sales. Lastly, several energy stocks, including Marathon Petroleum (-28%) – added to the index mid-period – as well as ConocoPhillips (-16%) and Valero Energy (-25%), were weak performers as the price of oil remained depressed for much of the period.

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

Note to shareholders:  On March 22, 2019, Pat Waddell retired and is no longer a portfolio manager with Geode Capital Management.

Investment Summary (Unaudited)

Top Five Stocks as of July 31, 2019

 % of fund's net assets 
Bank of America Corp. 4.1 
Intel Corp. 3.9 
AT&T, Inc. 3.9 
Chevron Corp. 3.8 
Comcast Corp. Class A 3.6 
 19.3 

Top Five Market Sectors as of July 31, 2019

 % of fund's net assets 
Financials 23.6 
Information Technology 15.3 
Health Care 13.8 
Energy 13.5 
Communication Services 10.5 

Asset Allocation (% of fund's net assets)

As of July 31, 2019 * 
   Stock and Equity Futures 100.0% 


 * Foreign investments - 5.2%

Schedule of Investments July 31, 2019

Showing Percentage of Net Assets

Common Stocks - 99.7%   
 Shares Value 
COMMUNICATION SERVICES - 10.5%   
Diversified Telecommunication Services - 5.3%   
AT&T, Inc. 2,025,750 $68,976,788 
CenturyLink, Inc. (a) 422,802 5,111,676 
Verizon Communications, Inc. 374,244 20,684,466 
  94,772,930 
Entertainment - 0.3%   
Viacom, Inc. Class B (non-vtg.) 160,318 4,865,651 
Media - 4.9%   
Comcast Corp. Class A 1,507,995 65,100,144 
Discovery Communications, Inc. Class A (a)(b) 215,253 6,524,318 
DISH Network Corp. Class A (b) 101,675 3,442,716 
Interpublic Group of Companies, Inc. 170,556 3,909,144 
News Corp. Class A 226,263 2,977,621 
Nexstar Broadcasting Group, Inc. Class A 20,310 2,066,949 
Sinclair Broadcast Group, Inc. Class A 29,072 1,460,868 
Tegna, Inc. 95,570 1,451,708 
Tribune Media Co. Class A 35,796 1,663,440 
  88,596,908 
TOTAL COMMUNICATION SERVICES  188,235,489 
CONSUMER DISCRETIONARY - 7.5%   
Auto Components - 0.6%   
Autoliv, Inc. (a) 38,388 2,769,694 
BorgWarner, Inc. 91,414 3,455,449 
Lear Corp. 27,400 3,473,772 
The Goodyear Tire & Rubber Co. 102,785 1,411,238 
  11,110,153 
Automobiles - 2.4%   
Ford Motor Co. 1,726,826 16,456,652 
General Motors Co. 581,280 23,448,835 
Harley-Davidson, Inc. (a) 69,927 2,501,988 
  42,407,475 
Distributors - 0.2%   
LKQ Corp. (b) 138,340 3,725,496 
Hotels, Restaurants & Leisure - 0.4%   
Norwegian Cruise Line Holdings Ltd. (b) 94,901 4,691,905 
Wyndham Destinations, Inc. 41,403 1,948,425 
  6,640,330 
Household Durables - 1.6%   
D.R. Horton, Inc. 148,939 6,840,768 
Lennar Corp. Class A 131,389 6,250,175 
Mohawk Industries, Inc. (b) 27,126 3,382,341 
Newell Brands, Inc. (a) 171,523 2,433,911 
PulteGroup, Inc. 112,348 3,540,085 
Toll Brothers, Inc. 58,316 2,097,627 
Whirlpool Corp. 27,885 4,056,710 
  28,601,617 
Internet & Direct Marketing Retail - 0.1%   
Liberty Interactive Corp. QVC Group Series A (a)(b) 176,367 2,493,829 
Multiline Retail - 0.5%   
Kohl's Corp. (a) 71,395 3,845,335 
Macy's, Inc. (a) 136,092 3,093,371 
Nordstrom, Inc. (a) 46,334 1,534,119 
  8,472,825 
Specialty Retail - 0.9%   
Aaron's, Inc. Class A 29,816 1,879,899 
Best Buy Co., Inc. 102,375 7,834,759 
Foot Locker, Inc. 49,479 2,031,608 
Gap, Inc. (a) 93,621 1,825,610 
L Brands, Inc. 100,086 2,597,232 
  16,169,108 
Textiles, Apparel & Luxury Goods - 0.8%   
Capri Holdings Ltd. (b) 66,486 2,366,237 
PVH Corp. 33,014 2,935,605 
Ralph Lauren Corp. 22,981 2,395,310 
Skechers U.S.A., Inc. Class A (sub. vtg.) (b) 58,495 2,219,300 
Tapestry, Inc. 127,856 3,954,586 
  13,871,038 
TOTAL CONSUMER DISCRETIONARY  133,491,871 
CONSUMER STAPLES - 2.9%   
Beverages - 0.2%   
Molson Coors Brewing Co. Class B 82,746 4,467,457 
Food & Staples Retailing - 1.5%   
Kroger Co. 355,475 7,521,851 
Walgreens Boots Alliance, Inc. 342,462 18,660,754 
  26,182,605 
Food Products - 1.2%   
Ingredion, Inc. 29,220 2,258,414 
The Kraft Heinz Co. 274,161 8,775,894 
Tyson Foods, Inc. Class A 129,410 10,288,095 
  21,322,403 
TOTAL CONSUMER STAPLES  51,972,465 
ENERGY - 13.5%   
Oil, Gas & Consumable Fuels - 13.5%   
Apache Corp. 165,618 4,044,392 
Chevron Corp. 551,389 67,881,500 
Cimarex Energy Co. 44,768 2,268,395 
ConocoPhillips Co. 498,003 29,422,017 
Devon Energy Corp. 182,923 4,938,921 
EQT Corp. 112,664 1,702,353 
Exxon Mobil Corp. 661,261 49,171,368 
HollyFrontier Corp. 69,212 3,444,681 
Marathon Oil Corp. 360,341 5,069,998 
Marathon Petroleum Corp. 291,979 16,464,696 
Murphy Oil Corp. (a) 71,987 1,730,567 
Occidental Petroleum Corp. 329,612 16,928,872 
Parsley Energy, Inc. Class A (b) 116,402 1,931,109 
PBF Energy, Inc. Class A 52,799 1,474,676 
Phillips 66 Co. 184,045 18,875,655 
Valero Energy Corp. 183,855 15,673,639 
  241,022,839 
FINANCIALS - 23.6%   
Banks - 12.7%   
Associated Banc-Corp. (a) 72,029 1,560,868 
Bank of America Corp. 2,388,839 73,289,578 
Bank OZK 53,517 1,636,550 
BankUnited, Inc. 43,453 1,495,218 
Citigroup, Inc. 896,799 63,816,217 
Citizens Financial Group, Inc. 201,787 7,518,584 
Comerica, Inc. 67,936 4,972,915 
Fifth Third Bancorp 320,451 9,514,190 
First Horizon National Corp. 138,536 2,271,990 
FNB Corp., Pennsylvania 143,528 1,729,512 
Hancock Whitney Corp. 37,760 1,567,795 
IBERIABANK Corp. 23,974 1,883,637 
KeyCorp 444,335 8,162,434 
PacWest Bancorp 52,349 2,022,242 
Popular, Inc. 42,581 2,450,962 
Regions Financial Corp. 446,062 7,105,768 
Sterling Bancorp 92,337 2,017,563 
SunTrust Banks, Inc. 194,277 12,938,848 
Synovus Financial Corp. 69,326 2,646,173 
Umpqua Holdings Corp. 97,491 1,702,193 
Wells Fargo & Co. 325,915 15,777,545 
  226,080,782 
Capital Markets - 4.1%   
Goldman Sachs Group, Inc. 149,928 33,003,651 
Invesco Ltd. (a) 176,497 3,386,977 
Janus Henderson Group PLC (a) 72,313 1,451,322 
Morgan Stanley 563,389 25,104,614 
State Street Corp. 164,441 9,552,378 
  72,498,942 
Consumer Finance - 2.7%   
Ally Financial, Inc. 175,021 5,759,941 
Capital One Financial Corp. 206,941 19,125,487 
Discover Financial Services 134,300 12,052,082 
SLM Corp. 189,865 1,729,670 
Synchrony Financial 279,474 10,027,527 
  48,694,707 
Diversified Financial Services - 0.1%   
AXA Equitable Holdings, Inc. 110,441 2,482,714 
Insurance - 3.4%   
Assured Guaranty Ltd. 44,745 1,954,909 
Athene Holding Ltd. (b) 54,858 2,241,498 
Lincoln National Corp. 89,156 5,825,453 
MetLife, Inc. 418,792 20,696,701 
Old Republic International Corp. 125,460 2,861,743 
Principal Financial Group, Inc. 113,445 6,584,348 
Prudential Financial, Inc. 178,907 18,125,068 
Unum Group 93,357 2,982,756 
  61,272,476 
Mortgage Real Estate Investment Trusts - 0.3%   
Chimera Investment Corp. 81,984 1,580,652 
MFA Financial, Inc. 199,511 1,432,489 
New Residential Investment Corp. 182,915 2,869,936 
  5,883,077 
Thrifts & Mortgage Finance - 0.3%   
Essent Group Ltd. 43,079 1,988,527 
MGIC Investment Corp. 156,893 2,016,075 
Radian Group, Inc. 91,648 2,089,574 
  6,094,176 
TOTAL FINANCIALS  423,006,874 
HEALTH CARE - 13.8%   
Biotechnology - 7.2%   
AbbVie, Inc. 651,448 43,399,466 
Biogen, Inc. (b) 85,441 20,319,579 
Celgene Corp. (b) 310,782 28,548,435 
Gilead Sciences, Inc. 560,323 36,712,363 
  128,979,843 
Health Care Providers & Services - 4.7%   
AmerisourceBergen Corp. 68,465 5,966,725 
Cardinal Health, Inc. 131,363 6,007,230 
Cigna Corp. 167,220 28,414,022 
CVS Health Corp. 572,482 31,984,569 
McKesson Corp. 83,718 11,632,616 
  84,005,162 
Pharmaceuticals - 1.9%   
Allergan PLC 135,783 21,793,172 
Jazz Pharmaceuticals PLC (b) 25,007 3,485,476 
Mylan NV (b) 227,125 4,746,913 
Perrigo Co. PLC (a) 55,123 2,977,193 
  33,002,754 
TOTAL HEALTH CARE  245,987,759 
INDUSTRIALS - 7.0%   
Air Freight & Logistics - 1.2%   
FedEx Corp. 105,643 18,015,301 
XPO Logistics, Inc. (a)(b) 40,426 2,727,946 
  20,743,247 
Airlines - 2.3%   
Alaska Air Group, Inc. 54,421 3,448,115 
Delta Air Lines, Inc. 262,521 16,024,282 
JetBlue Airways Corp. (b) 132,612 2,550,129 
Southwest Airlines Co. 215,382 11,098,634 
United Continental Holdings, Inc. (b) 97,401 8,952,126 
  42,073,286 
Building Products - 0.1%   
Owens Corning 47,760 2,770,080 
Commercial Services & Supplies - 0.1%   
KAR Auction Services, Inc. 58,716 1,570,066 
Construction & Engineering - 0.5%   
AECOM (b) 69,314 2,491,838 
Fluor Corp. 61,648 2,004,176 
MasTec, Inc. (b) 27,219 1,396,879 
Quanta Services, Inc. 62,588 2,342,043 
  8,234,936 
Electrical Equipment - 0.1%   
Regal Beloit Corp. 18,940 1,508,003 
Machinery - 1.7%   
AGCO Corp. 28,169 2,169,013 
Allison Transmission Holdings, Inc. 52,966 2,433,788 
Cummins, Inc. 63,829 10,467,956 
Oshkosh Corp. 30,882 2,580,809 
PACCAR, Inc. 151,965 10,658,825 
Timken Co. 30,201 1,380,488 
  29,690,879 
Professional Services - 0.3%   
Manpower, Inc. 26,298 2,402,322 
Nielsen Holdings PLC 156,652 3,628,060 
  6,030,382 
Road & Rail - 0.1%   
Knight-Swift Transportation Holdings, Inc. Class A (a) 55,024 1,972,060 
Trading Companies & Distributors - 0.5%   
AerCap Holdings NV (b) 53,529 2,918,936 
Air Lease Corp. Class A 45,592 1,905,290 
United Rentals, Inc. (b) 34,639 4,383,565 
  9,207,791 
Transportation Infrastructure - 0.1%   
Macquarie Infrastructure Co. LLC 34,113 1,413,643 
TOTAL INDUSTRIALS  125,214,373 
INFORMATION TECHNOLOGY - 15.3%   
Communications Equipment - 0.2%   
Juniper Networks, Inc. 151,703 4,099,015 
Electronic Equipment & Components - 0.8%   
Arrow Electronics, Inc. (b) 37,443 2,718,736 
Avnet, Inc. 46,793 2,125,338 
Dell Technologies, Inc. (b) 65,598 3,787,629 
Jabil, Inc. 61,215 1,890,319 
SYNNEX Corp. 18,339 1,807,125 
Tech Data Corp. (b) 16,066 1,628,128 
  13,957,275 
IT Services - 3.9%   
Alliance Data Systems Corp. 19,851 3,115,019 
DXC Technology Co. 118,217 6,592,962 
IBM Corp. 390,715 57,919,592 
KBR, Inc. (a) 62,406 1,646,270 
Perspecta, Inc. 61,639 1,438,038 
  70,711,881 
Semiconductors & Semiconductor Equipment - 7.2%   
Intel Corp. 1,378,772 69,696,925 
Lam Research Corp. 66,066 13,782,028 
Micron Technology, Inc. (b) 487,677 21,891,821 
MKS Instruments, Inc. 23,947 2,038,608 
NXP Semiconductors NV 130,215 13,462,929 
ON Semiconductor Corp. (a)(b) 181,714 3,908,668 
Qorvo, Inc. (b) 52,502 3,847,872 
  128,628,851 
Software - 0.8%   
LogMeIn, Inc. 21,953 1,667,769 
Microsoft Corp. 95,205 12,973,585 
  14,641,354 
Technology Hardware, Storage & Peripherals - 2.4%   
Apple, Inc. 14,793 3,151,501 
Hewlett Packard Enterprise Co. 590,095 8,479,665 
HP, Inc. 663,764 13,965,595 
NCR Corp. (b) 52,915 1,789,056 
Seagate Technology LLC 111,013 5,141,012 
Western Digital Corp. 129,114 6,957,953 
Xerox Corp. 86,103 2,763,906 
  42,248,688 
TOTAL INFORMATION TECHNOLOGY  274,287,064 
MATERIALS - 5.2%   
Chemicals - 3.0%   
Celanese Corp. Class A 55,776 6,256,394 
DowDuPont, Inc. 329,950 23,809,192 
Eastman Chemical Co. 61,029 4,598,535 
Huntsman Corp. 92,799 1,907,019 
LyondellBasell Industries NV Class A 133,794 11,197,220 
Olin Corp. (a) 72,974 1,464,588 
The Chemours Co. LLC 72,228 1,377,388 
The Mosaic Co. 156,364 3,938,809 
  54,549,145 
Construction Materials - 0.1%   
nVent Electric PLC 69,988 1,735,003 
Containers & Packaging - 0.7%   
International Paper Co. 175,067 7,687,192 
WestRock Co. 113,252 4,082,735 
  11,769,927 
Metals & Mining - 1.3%   
Alcoa Corp. (b) 81,739 1,838,310 
Allegheny Technologies, Inc. (b) 55,527 1,208,823 
Freeport-McMoRan, Inc. 639,236 7,069,950 
Nucor Corp. 134,304 7,303,452 
Reliance Steel & Aluminum Co. 29,620 2,960,519 
Steel Dynamics, Inc. 97,929 3,085,743 
  23,466,797 
Paper & Forest Products - 0.1%   
Louisiana-Pacific Corp. 54,375 1,421,363 
TOTAL MATERIALS  92,942,235 
REAL ESTATE - 0.2%   
Equity Real Estate Investment Trusts (REITs) - 0.2%   
Medical Properties Trust, Inc. 173,769 3,040,958 
UTILITIES - 0.2%   
Electric Utilities - 0.2%   
Vistra Energy Corp. 165,883 3,559,849 
TOTAL COMMON STOCKS   
(Cost $1,774,483,653)  1,782,761,776 
Money Market Funds - 2.4%   
Fidelity Cash Central Fund 2.43% (c) 2,912,972 2,913,555 
Fidelity Securities Lending Cash Central Fund 2.43% (c)(d) 39,522,827 39,526,779 
TOTAL MONEY MARKET FUNDS   
(Cost $42,440,334)  42,440,334 
TOTAL INVESTMENT IN SECURITIES - 102.1%   
(Cost $1,816,923,987)  1,825,202,110 
NET OTHER ASSETS (LIABILITIES) - (2.1)%  (37,062,538) 
NET ASSETS - 100%  $1,788,139,572 

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) 37 Sept. 2019 $5,517,255 $77,103 $77,103 

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

Legend

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

 (b) Non-income producing

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

 (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 $119,047 
Fidelity Securities Lending Cash Central Fund 21,434 
Total $140,481 

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. Amount for Fidelity Securities Lending Cash Central Fund 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.

Investment Valuation

The following is a summary of the inputs used, as of July 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 $188,235,489 $188,235,489 $-- $-- 
Consumer Discretionary 133,491,871 133,491,871 -- -- 
Consumer Staples 51,972,465 51,972,465 -- -- 
Energy 241,022,839 241,022,839 -- -- 
Financials 423,006,874 423,006,874 -- -- 
Health Care 245,987,759 245,987,759 -- -- 
Industrials 125,214,373 125,214,373 -- -- 
Information Technology 274,287,064 274,287,064 -- -- 
Materials 92,942,235 92,942,235 -- -- 
Real Estate 3,040,958 3,040,958 -- -- 
Utilities 3,559,849 3,559,849 -- -- 
Money Market Funds 42,440,334 42,440,334 -- -- 
Total Investments in Securities: $1,825,202,110 $1,825,202,110 $-- $-- 
Derivative Instruments:     
Assets     
Futures Contracts $77,103 $77,103 $-- $-- 
Total Assets $77,103 $77,103 $-- $-- 
Total Derivative Instruments: $77,103 $77,103 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of July 31, 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) $77,103 $0 
Total Equity Risk 77,103 
Total Value of Derivatives $77,103 $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 distributable earnings.

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


Financial Statements

Statement of Assets and Liabilities

  July 31, 2019 
Assets   
Investment in securities, at value (including securities loaned of $38,324,635) — See accompanying schedule:
Unaffiliated issuers (cost $1,774,483,653) 
$1,782,761,776  
Fidelity Central Funds (cost $42,440,334) 42,440,334  
Total Investment in Securities (cost $1,816,923,987)  $1,825,202,110 
Segregated cash with brokers for derivative instruments  239,400 
Receivable for fund shares sold  436,147 
Dividends receivable  2,699,207 
Distributions receivable from Fidelity Central Funds  11,680 
Prepaid expenses  4,016 
Receivable from investment adviser for expense reductions  85,099 
Total assets  1,828,677,659 
Liabilities   
Payable for fund shares redeemed $599,252  
Accrued management fee 149,047  
Payable for daily variation margin on futures contracts 55,306  
Other affiliated payables 150,221  
Other payables and accrued expenses 57,409  
Collateral on securities loaned 39,526,852  
Total liabilities  40,538,087 
Net Assets  $1,788,139,572 
Net Assets consist of:   
Paid in capital  $1,811,157,318 
Total distributable earnings (loss)  (23,017,746) 
Net Assets, for 177,701,021 shares outstanding  $1,788,139,572 
Net Asset Value, offering price and redemption price per share ($1,788,139,572 ÷ 177,701,021 shares)  $10.06 

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


Statement of Operations

  Year ended July 31, 2019 
Investment Income   
Dividends  $53,195,807 
Interest  5,368 
Income from Fidelity Central Funds (including $21,434 from security lending)  140,481 
Total income  53,341,656 
Expenses   
Management fee $1,936,085  
Transfer agent fees 1,452,064  
Accounting and security lending fees 492,165  
Custodian fees and expenses 43,297  
Independent trustees' fees and expenses 8,762  
Registration fees 56,705  
Audit 55,779  
Legal 2,168  
Interest 21,807  
Miscellaneous 12,971  
Total expenses before reductions 4,081,803  
Expense reductions (1,143,539)  
Total expenses after reductions  2,938,264 
Net investment income (loss)  50,403,392 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers (18,889,238)  
Fidelity Central Funds (92)  
Futures contracts 987,301  
Total net realized gain (loss)  (17,902,029) 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers (290,999)  
Fidelity Central Funds 10  
Futures contracts (3,919)  
Total change in net unrealized appreciation (depreciation)  (294,908) 
Net gain (loss)  (18,196,937) 
Net increase (decrease) in net assets resulting from operations  $32,206,455 

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


Statement of Changes in Net Assets

 Year ended July 31, 2019 For the period
December 19, 2017 (commencement of operations) to July 31, 2018 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $50,403,392 $19,379,496 
Net realized gain (loss) (17,902,029) (7,947,534) 
Change in net unrealized appreciation (depreciation) (294,908) 8,650,134 
Net increase (decrease) in net assets resulting from operations 32,206,455 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 812,292,938 2,468,109,589 
Reinvestment of distributions 26,777,127 700 
Cost of shares redeemed (975,258,724) (530,035,137) 
Net increase (decrease) in net assets resulting from share transactions (136,188,659) 1,938,075,152 
Total increase (decrease) in net assets (170,016,976) 1,958,156,548 
Net Assets   
Beginning of period 1,958,156,548 – 
End of period $1,788,139,572 $1,958,156,548 
Other Information   
Undistributed net investment income end of period  $17,155,588 
Shares   
Sold 86,804,375 241,696,338 
Issued in reinvestment of distributions 2,944,380 70 
Redeemed (100,973,131) (52,771,011) 
Net increase (decrease) (11,224,376) 188,925,397 

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


Financial Highlights

Fidelity SAI U.S. Value Index Fund

   
Years ended July 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 .25 .14 
Net realized and unrealized gain (loss) (.22) .23 
Total from investment operations .03 .37 
Distributions from net investment income (.19) (.01) 
Distributions from net realized gain (.14) – 
Total distributions (.33) (.01) 
Net asset value, end of period $10.06 $10.36 
Total ReturnC,D .62% 3.67% 
Ratios to Average Net AssetsE,F   
Expenses before reductions .21% .28%G 
Expenses net of fee waivers, if any .15% .15%G 
Expenses net of all reductions .15% .15%G 
Net investment income (loss) 2.61% 2.20%G 
Supplemental Data   
Net assets, end of period (000 omitted) $1,788,140 $1,958,157 
Portfolio turnover rateH 99% 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

For the period ended July 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 ranged from less than .005% to .01%.

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

3. Significant Accounting Policies.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level as of July 31, 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. As of July 31, 2019, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

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

Book-tax differences are primarily due to futures contracts, market discounts and losses deferred due to wash sales and excise tax regulations.

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 $117,275,204 
Gross unrealized depreciation (133,872,653) 
Net unrealized appreciation (depreciation) $(16,597,449) 
Tax Cost $1,841,799,559 

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

Undistributed ordinary income $24,155,981 
Net unrealized appreciation (depreciation) on securities and other investments $(16,597,449) 

The Fund intends to elect to defer to its next fiscal year $30,576,278 of capital losses recognized during the period November 1, 2018 to July 31, 2019.

The tax character of distributions paid was as follows:

 July 31, 2019 July 31, 2018(a) 
Ordinary Income $66,034,772 $ 700 

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

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 $1,904,645,576 and $2,046,525,789, 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.

During July 2019, the Board approved that effective August 1, 2019 transfer agent fees will not be paid by the Fund and will instead be paid by the investment adviser or an affiliate.

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. Prior to April 1, 2019, FSC had a separate agreement with the Fund for administration of the security lending program, based on the number and duration of lending transactions. For the period, the total fees paid for accounting and administration of securities lending were equivalent to an annual rate of .03%.

During July 2019, the Board approved that effective August 1, 2019 accounting fees will not be paid by the Fund and will instead be paid by the investment adviser or an affiliate.

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 $9,948,300 2.63% $21,807 

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 $5,251 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 from time to time in order to earn additional income. For equity securities, lending agents are used, including National Financial Services (NFS), an affiliate of the Fund. Pursuant to a securities lending agreement, NFS will receive a fee, which is capped at 9.9% of daily lending revenue, for its services as lending agent. The Fund may lend securities to certain qualified borrowers, including NFS. 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. At period end, there were no security loans outstanding with NFS, as affiliated borrower. Total fees paid by the Fund to NFS, as lending agent, amounted to $772. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds, and includes $208 from securities loaned to NFS, as affiliated borrower.

9. Expense Reductions.

The investment adviser contractually agreed to reimburse expenses of the Fund to the extent annual operating expenses exceeded .15% of average net assets. This reimbursement will remain in place through November 30, 2020. 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 $1,143,539.

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 34% of the total outstanding shares of the Fund.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Fidelity SAI U.S. Value Index Fund (one of the funds constituting Fidelity Salem Street Trust, referred to hereafter as the “Fund”) as of July 31, 2019, the related statement of operations for the year ended July 31, 2019 and the statement of changes in net assets and the financial highlights for the year ended July 31, 2019 and for the period December 19, 2017 (commencement of operations) through July 31, 2018, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of July 31, 2019, the results of its operations for the year ended July 31, 2019, and the changes in its net assets and the financial highlights for the year ended July 31, 2019 and for the period December 19, 2017 (commencement of operations) through July 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of July 31, 2019 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 13, 2019



We have served as the auditor of one or more investment companies in the Fidelity group of funds since 1932.

Trustees and Officers

The Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance.  Except for Jonathan Chiel, each of the Trustees oversees 298 funds. Mr. Chiel oversees 170 funds. 

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

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

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

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

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

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

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

Interested Trustees*:

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

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

Jonathan Chiel (1957)

Year of Election or Appointment: 2016

Trustee

Mr. Chiel also serves as Trustee of other Fidelity® funds. Mr. Chiel is Executive Vice President and General Counsel for FMR LLC (diversified financial services company, 2012-present). Previously, Mr. Chiel served as general counsel (2004-2012) and senior vice president and deputy general counsel (2000-2004) for John Hancock Financial Services; a partner with Choate, Hall & Stewart (1996-2000) (law firm); and an Assistant United States Attorney for the United States Attorney’s Office of the District of Massachusetts (1986-95), including Chief of the Criminal Division (1993-1995). Mr. Chiel is a director on the boards of the Boston Bar Foundation and the Maimonides School.

Abigail P. Johnson (1961)

Year of Election or Appointment: 2009

Trustee

Chairman of the Board of Trustees

Ms. Johnson also serves as Trustee of other Fidelity® funds. Ms. Johnson serves as Chairman (2016-present), Chief Executive Officer (2014-present), and Director (2007-present) of FMR LLC (diversified financial services company), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (investment adviser firm, 2011-present) and Chairman and Director of FMR (investment adviser firm, 2011-present). Previously, Ms. Johnson served as Vice Chairman (2007-2016) and President (2013-2016) of FMR LLC, President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc. (investment adviser firm), and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity® funds (2001-2005), and managed a number of Fidelity® funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

Jennifer Toolin McAuliffe (1959)

Year of Election or Appointment: 2016

Trustee

Ms. McAuliffe also serves as Trustee of other Fidelity® funds. Ms. McAuliffe previously served as a Member of the Advisory Board of certain Fidelity® funds (2016) and as Co-Head of Fixed Income of Fidelity Investments Limited (now known as FIL Limited (FIL)) (diversified financial services company). Earlier roles at FIL included Director of Research for FIL’s credit and quantitative teams in London, Hong Kong and Tokyo. Ms. McAuliffe also was the Director of Research for taxable and municipal bonds at Fidelity Investments Money Management, Inc. Ms. McAuliffe is also a director or trustee of several not-for-profit entities.

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

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

Independent Trustees:

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

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

Elizabeth S. Acton (1951)

Year of Election or Appointment: 2013

Trustee

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

Ann E. Dunwoody (1953)

Year of Election or Appointment: 2018

Trustee

General Dunwoody also serves as Trustee of other Fidelity® funds. General Dunwoody (United States Army, Retired) was the first woman in U.S. military history to achieve the rank of four-star general and prior to her retirement in 2012 held a variety of positions within the U.S. Army, including Commanding General, U.S. Army Material Command (2008-2012). She is the President of First to Four LLC (leadership and mentoring services, 2012-present). She also serves as a member of the Board of Directors and Nominating and Corporate Governance Committee of L3 Technologies, Inc. (communication, electronic, sensor, and aerospace systems, 2013-present), Board of Directors and Nomination and Corporate Governance Committees of Kforce Inc. (professional staffing services, 2016-present) and Board of Directors of Automattic Inc. (software engineering, 2018-present). Previously, General Dunwoody served as a Member of the Advisory Board of certain Fidelity® funds (2018), a member of the Board of Directors and Audit and Sustainability and Corporate Responsibility Committees of Republic Services, Inc. (waste collection, disposal and recycling, 2013-2016). Ms. Dunwoody also serves on several boards for non-profit organizations, including as a member of the Board of Directors, Chair of the Nomination and Governance Committee and member of the Audit Committee of Logistics Management Institute (consulting non-profit, 2012-present), a member of the Board of Directors of the Army Historical Foundation (2015-present), a member of the Council of Trustees for the Association of the United States Army (advocacy non-profit, 2013-present) and a member of the Board of Trustees of Florida Institute of Technology (2015-present) and ThanksUSA (military family education non-profit, 2014-present).

John Engler (1948)

Year of Election or Appointment: 2014

Trustee

Mr. Engler also serves as Trustee of other Fidelity® funds. He serves on the board of directors for Universal Forest Products (manufacturer and distributor of wood and wood-alternative products, 2003-present) and K12 Inc. (technology-based education company, 2012-present). Previously, Mr. Engler served as interim president of Michigan State University (2018-2019), a Member of the Advisory Board of certain Fidelity® funds (2014-2016), president of the Business Roundtable (2011-2017), a trustee of The Munder Funds (2003-2014), president and CEO of the National Association of Manufacturers (2004-2011), member of the Board of Trustees of the Annie E. Casey Foundation (2004-2015), and as governor of Michigan (1991-2003). He is a past chairman of the National Governors Association.

Robert F. Gartland (1951)

Year of Election or Appointment: 2010

Trustee

Mr. Gartland also serves as Trustee of other Fidelity® funds. Mr. Gartland is Chairman and an investor in Gartland & Mellina Group Corp. (consulting, 2009-present). Previously, Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007), including Managing Director (1987-2007), and Chase Manhattan Bank (1975-1978).

Arthur E. Johnson (1947)

Year of Election or Appointment: 2008

Trustee

Chairman of the Independent Trustees

Mr. Johnson also serves as Trustee of other Fidelity® funds. Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation plc (diversified power management, 2009-present) and Booz Allen Hamilton (management consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). Mr. Johnson previously served as Vice Chairman (2015-2018) of the Independent Trustees of certain Fidelity® funds and on the Board of Directors of IKON Office Solutions, Inc. (1999-2008), AGL Resources, Inc. (holding company, 2002-2016), and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Ms. Abigail P. Johnson.

Michael E. Kenneally (1954)

Year of Election or Appointment: 2009

Trustee

Vice Chairman of the Independent Trustees

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

Marie L. Knowles (1946)

Year of Election or Appointment: 2001

Trustee

Ms. Knowles also serves as Trustee of other Fidelity® funds. Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company (pipeline and tanker operations). Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Santa Catalina Island Company (real estate, 2009-present). Ms. Knowles is a Member of the Investment Company Institute Board of Governors and a Member of the Governing Council of the Independent Directors Council (2014-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction, 2000-2003) and America West (airline, 1999-2002). Ms. Knowles previously served as Chairman (2015-2018) and Vice Chairman (2012-2015) of the Independent Trustees of certain Fidelity® funds.

Mark A. Murray (1954)

Year of Election or Appointment: 2016

Trustee

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

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

Advisory Board Members and Officers:

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

Name, Year of Birth; Principal Occupation

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as Assistant Treasurer of other funds. Mr. Brown is an employee of Fidelity Investments (2013-present).

John J. Burke III (1964)

Year of Election or Appointment: 2018

Chief Financial Officer

Mr. Burke also serves as Chief Financial Officer of other funds. Mr. Burke serves as Head of Investment Operations for Fidelity Fund and Investment Operations (2018-present) and is an employee of Fidelity Investments (1998-present). Previously Mr. Burke served as head of Asset Management Investment Operations (2012-2018).

William C. Coffey (1969)

Year of Election or Appointment: 2018

Secretary and Chief Legal Officer (CLO)

Mr. Coffey also serves as Secretary and CLO of other funds. Mr. Coffey serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2018-present); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2018-present); and CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2018-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Assistant Secretary of certain funds (2009-2018) and as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (diversified financial services company, 2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as President and Treasurer of certain Fidelity® funds (2013-2018). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

President and Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Assistant Treasurer of certain Fidelity® funds (2016-2018). 

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

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

John B. McGinty, Jr. (1962)

Year of Election or Appointment: 2016

Chief Compliance Officer

Mr. McGinty also serves as Chief Compliance Officer of other funds. Mr. McGinty is Senior Vice President of Asset Management Compliance for Fidelity Investments and is an employee of Fidelity Investments (2016-present). Mr. McGinty previously served as Vice President, Senior Attorney at Eaton Vance Management (investment management firm, 2015-2016), and prior to Eaton Vance as global CCO for all firm operations and registered investment companies at GMO LLC (investment management firm, 2009-2015). Before joining GMO LLC, Mr. McGinty served as Senior Vice President, Deputy General Counsel for Fidelity Investments (2007-2009).

Jason P. Pogorelec (1975)

Year of Election or Appointment: 2015

Assistant Secretary

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

Nancy D. Prior (1967)

Year of Election or Appointment: 2014

Vice President

Ms. Prior also serves as Vice President of other funds. Ms. Prior serves as President Fixed Income, High Income/Emerging Market Debt and Multi Asset Class Strategies of FIAM LLC (2018-present), President (2016-present) and Director (2014-present) of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm), President, Fixed Income (2014-present), and is an employee of Fidelity Investments (2002-present). Previously, Ms. Prior served as Vice Chairman of FIAM LLC (investment adviser firm, 2014-2018), a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-2018), President Multi-Asset Class Strategies of FMR's Global Asset Allocation Division (2017-2018), Vice President of Fidelity's Money Market Funds (2012-2014), President, Money Market and Short Duration Bond Group of Fidelity Management & Research (FMR) (investment adviser firm, 2013-2014), President, Money Market Group of FMR (2011-2013), Managing Director of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of certain Fidelity® funds (2008-2009).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), is an employee of Fidelity Investments (2009-present), and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Assistant Treasurer (2013-2018) and Deputy Treasurer (2013-2016) of certain Fidelity® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Wegmann also serves as Assistant Treasurer of other funds. Mr. Wegmann is an employee of Fidelity Investments (2011-present).

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2019 to July 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
February 1, 2019 
Ending
Account Value
July 31, 2019 
Expenses Paid
During Period-B
February 1, 2019
to July 31, 2019 
Actual .15% $1,000.00 $1,055.60 $.76** 
Hypothetical-C  $1,000.00 $1,024.05 $.75** 

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

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

 C 5% return per year before expenses

**If fees and changes to the Fund level expense contract and/ or expense cap, effective August 1, 2019, had been in effect during the current period, the restated annualized expense ratio would have been .11% and the expenses paid in the actual and hypothetical examples above would have been $.56 and $.55, respectively.

Distributions (Unaudited)

The fund designates 60% and 55% of the dividends distributed in September and December, respectively during the fiscal year as qualifying for the dividends–received deduction for corporate shareholders.

The fund designates 63% and 59% of the dividends distributed in September and December, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2020 of amounts for use in preparing 2019 income tax returns.





Fidelity Investments

USV-ANN-0919
1.9885515.101


Item 2.

Code of Ethics


As of the end of the period, July 31, 2019, Fidelity Salem Street Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer.  A copy of the code of ethics is filed as an exhibit to this Form N-CSR.


Item 3.

Audit Committee Financial Expert


The Board of Trustees of the trust has determined that Elizabeth S. Acton is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Ms. Acton is independent for purposes of Item 3 of Form N-CSR.  

  


Item 4.  

Principal Accountant Fees and Services


Fees and Services

The following table presents fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte Entities”) in each of the last two fiscal years for services rendered to Fidelity Real Estate Index Fund, Fidelity SAI Real Estate Index Fund, Fidelity SAI Small-Mid Cap 500 Index Fund, Fidelity SAI U.S. Large Cap Index Fund, Fidelity SAI U.S. Momentum Index Fund and Fidelity SAI U.S. Quality Index Fund (the “Funds”):

 

Services Billed by Deloitte Entities


July 31, 2019 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Real Estate Index Fund

 $38,000

$100

 $6,000

$1,200

Fidelity SAI Real Estate Index Fund

 $40,000

$100

 $5,700

$1,200

Fidelity SAI Small-Mid Cap 500 Index Fund

 $43,000

$100

 $5,100

$1,300

Fidelity SAI U.S. Large Cap Index Fund

 $42,000

$100

 $6,300

$1,200

Fidelity SAI U.S. Momentum Index Fund

$43,000

$100

$4,800

$1,200

Fidelity SAI U.S. Quality Index Fund

 $43,000

$100

 $5,100

$1,200



July 31, 2018 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Real Estate Index Fund

 $41,000

$100

 $6,300

$1,200

Fidelity SAI Real Estate Index Fund

 $40,000

$100


$6,000

$1,200

Fidelity SAI Small-Mid Cap 500 Index Fund

 $44,000

$100

 $5,100

$1,300

Fidelity SAI U.S. Large Cap Index Fund

 $42,000

$100

$6,000

$1,200

Fidelity SAI U.S. Momentum Index Fund

$44,000

$100

$4,800

$1,200

Fidelity SAI U.S. Quality Index Fund

 $44,000

$100

$5,100

$1,200



A Amounts may reflect rounding.


The following table presents fees billed by PricewaterhouseCoopers LLP (“PwC”) in each of the last two fiscal years for services rendered to Fidelity SAI U.S. Value Index Fund (the “Fund”):



Services Billed by PwC


July 31, 2019 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity SAI U.S. Value Index Fund

 $46,000  

$3,500

 $3,500

$2,000


July 31, 2018 Fees A,B

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity SAI U.S. Value Index Fund

 $38,000

$2,000

 $3,500

$1,200


A Amounts may reflect rounding.

B Fidelity SAI U.S. Value Index Fund commenced operations on December 19, 2017.  



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


Services Billed by Deloitte Entities



 

July 31, 2019A

July 31, 2018A

Audit-Related Fees

$290,000

$5,000

Tax Fees

$-

$5,000

All Other Fees

$-

$-


A Amounts may reflect rounding.



Services Billed by PwC



 

July 31, 2019A

July 31, 2018 A,B

Audit-Related Fees

$7,775,000

$7,745,000

Tax Fees

$10,000

$20,000

All Other Fees

 $-

 $-


A Amounts may reflect rounding.

B May include amounts billed prior to the Fidelity SAI U.S. Value Index Fund’s commencement of operations.



“Audit-Related Fees” represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.


“Tax Fees” represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.


“All Other Fees” represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.  


Assurance services must be performed by an independent public accountant.


* * *

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


Billed By

July 31, 2019A

July 31, 2018A,B

Deloitte Entities

$740,000

$390,000

PwC

$12,265,000

$10,905,000


A Amounts may reflect rounding.

B May include amounts billed prior to the Fidelity SAI U.S. Value Index Fund’s commencement of operations.



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


Audit Committee Pre-Approval Policies and Procedures

 

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


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


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


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


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


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


Item 5.

Audit Committee of Listed Registrants


Not applicable.


Item 6.  

Investments


(a)

Not applicable.


(b)

Not applicable


Item 7.

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


Not applicable.


Item 8.

Portfolio Managers of Closed-End Management Investment Companies


Not applicable.


Item 9.  

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


Not applicable.


Item 10.

Submission of Matters to a Vote of Security Holders


There were no material changes to the procedures by which shareholders may recommend nominees to the trust’s Board of Trustees.


Item 11.

Controls and Procedures


(a)(i)  The President and Treasurer and the Chief Financial Officer have concluded that the trust’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.


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


Item 12.

Disclosure of Securities Lending Activities for Closed-End Management

Investment Companies


Not applicable.


Item 13.

Exhibits


(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

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

(a)

(3)

Not applicable.

(b)

 

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




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:

September 24, 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:

September 24, 2019



By:

/s/John J. Burke III

 

John J. Burke III

 

Chief Financial Officer

 

 

Date:

September 24, 2019