N-CSRS 1 filing836.htm PRIMARY DOCUMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES


Investment Company Act file number   811-02105


Fidelity Salem Street Trust

 (Exact name of registrant as specified in charter)


245 Summer St., Boston, MA 02210

 (Address of principal executive offices)       (Zip code)


Cynthia Lo Bessette, Secretary

245 Summer St.

Boston, Massachusetts  02210

(Name and address of agent for service)



Registrant's telephone number, including area code:

617-563-7000



Date of fiscal year end:

July 31



Date of reporting period:

January 31, 2020


Item 1.

Reports to Stockholders




Fidelity® Real Estate Index Fund



Semi-Annual Report

January 31, 2020

Fidelity Investments
See the inside front cover for important information about access to your fund’s shareholder reports.


Fidelity Investments

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

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

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

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


Contents

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

Board Approval of Investment Advisory Contracts and Management Fees


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

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2020 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.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2020

 % of fund's net assets 
Prologis, Inc. 8.1 
Simon Property Group, Inc. 5.6 
Welltower, Inc. 4.7 
Public Storage 4.6 
AvalonBay Communities, Inc. 4.2 
Equity Residential (SBI) 4.0 
Digital Realty Trust, Inc. 3.5 
Ventas, Inc. 3.0 
Boston Properties, Inc. 2.8 
Essex Property Trust, Inc. 2.8 
 43.3 

Top Five REIT Sectors as of January 31, 2020

 % of fund's net assets 
REITs - Apartments 22.1 
REITs - Warehouse/Industrial 11.7 
REITs - Health Care 11.6 
REITs - Office Property 11.2 
REITs - Diversified 10.3 

Asset Allocation (% of fund's net assets)

As of January 31, 2020 
   Stocks and Equity Futures 100.0% 


Schedule of Investments January 31, 2020 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.3%   
 Shares Value 
Equity Real Estate Investment Trusts (REITs) - 99.3%   
REITs - Apartments - 22.1%   
American Campus Communities, Inc. 486,100 $22,297,407 
American Homes 4 Rent Class A 901,281 24,632,010 
Apartment Investment & Management Co. Class A 526,611 27,757,666 
AvalonBay Communities, Inc. 493,794 107,000,222 
Camden Property Trust (SBI) 342,430 38,499,405 
Equity Residential (SBI) 1,234,178 102,535,508 
Essex Property Trust, Inc. 233,649 72,375,114 
Front Yard Residential Corp. Class B 172,378 1,849,616 
Independence Realty Trust, Inc. 322,398 4,729,579 
Invitation Homes, Inc. 1,903,280 59,896,222 
Mid-America Apartment Communities, Inc. 403,300 55,336,753 
UDR, Inc. 1,036,485 49,657,996 
  566,567,498 
REITs - Diversified - 10.3%   
Apple Hospitality (REIT), Inc. 745,705 11,200,489 
CorePoint Lodging, Inc. 138,102 1,263,633 
Cousins Properties, Inc. 519,134 21,248,155 
Digital Realty Trust, Inc. 737,906 90,755,059 
Duke Realty Corp. 1,299,636 47,189,783 
Liberty Property Trust (SBI) 557,878 34,951,057 
PS Business Parks, Inc. 70,667 11,840,963 
Vornado Realty Trust 560,287 36,850,076 
Washington REIT (SBI) 284,354 8,655,736 
  263,954,951 
REITs - Health Care - 11.6%   
HCP, Inc. (a) 1,749,994 62,982,284 
Healthcare Realty Trust, Inc. 473,219 17,064,277 
LTC Properties, Inc. 140,269 6,474,817 
Senior Housing Properties Trust (SBI) 839,383 6,480,037 
Universal Health Realty Income Trust (SBI) 44,654 5,508,071 
Ventas, Inc. 1,317,829 76,249,586 
Welltower, Inc. 1,434,498 121,803,225 
  296,562,297 
REITs - Hotels - 5.6%   
Ashford Hospitality Trust, Inc. 300,598 739,471 
Chatham Lodging Trust 165,777 2,710,454 
DiamondRock Hospitality Co. 706,314 6,830,056 
Hersha Hospitality Trust 126,677 1,643,001 
Hospitality Properties Trust (SBI) 581,010 12,538,196 
Host Hotels & Resorts, Inc. 2,536,046 41,438,992 
Park Hotels & Resorts, Inc. 847,140 18,586,252 
Pebblebrook Hotel Trust 462,625 10,973,465 
RLJ Lodging Trust 604,704 9,409,194 
Ryman Hospitality Properties, Inc. 192,105 16,334,688 
Summit Hotel Properties, Inc. 373,496 4,142,071 
Sunstone Hotel Investors, Inc. 793,392 10,060,211 
Xenia Hotels & Resorts, Inc. 397,437 7,428,098 
  142,834,149 
REITs - Management/Investment - 0.9%   
American Assets Trust, Inc. 169,227 7,709,982 
Empire State Realty Trust, Inc. 526,791 7,143,286 
Retail Properties America, Inc. 753,827 9,158,998 
  24,012,266 
REITs - Manufactured Homes - 3.9%   
Equity Lifestyle Properties, Inc. 643,620 46,823,355 
Sun Communities, Inc. 327,669 53,138,082 
  99,961,437 
REITs - Office Buildings - 0.2%   
Government Properties Income Trust (a) 170,043 5,786,563 
REITs - Office Property - 11.2%   
Boston Properties, Inc. 508,479 72,890,465 
Brandywine Realty Trust (SBI) 621,666 9,710,423 
Columbia Property Trust, Inc. 412,494 8,703,623 
Corporate Office Properties Trust (SBI) 395,574 11,776,238 
Douglas Emmett, Inc. 582,933 24,191,720 
Easterly Government Properties, Inc. 261,711 6,336,023 
Equity Commonwealth 430,175 14,105,438 
Franklin Street Properties Corp. 378,636 2,877,634 
Highwoods Properties, Inc. (SBI) 367,079 18,394,329 
Hudson Pacific Properties, Inc. 548,215 19,922,133 
JBG SMITH Properties 417,749 16,939,722 
Kilroy Realty Corp. 344,916 28,479,714 
Mack-Cali Realty Corp. 319,506 7,016,352 
Paramount Group, Inc. 710,379 9,987,929 
Piedmont Office Realty Trust, Inc. Class A 443,797 10,291,652 
SL Green Realty Corp. 288,308 26,535,868 
  288,159,263 
REITs - Regional Malls - 6.4%   
CBL & Associates Properties, Inc. 607,887 510,625 
Pennsylvania Real Estate Investment Trust (SBI) (a) 212,623 837,735 
Simon Property Group, Inc. 1,084,892 144,453,370 
Tanger Factory Outlet Centers, Inc. (a) 328,956 4,812,626 
Taubman Centers, Inc. 215,907 5,704,263 
The Macerich Co. (a) 388,791 8,673,927 
  164,992,546 
REITs - Shopping Centers - 6.9%   
Acadia Realty Trust (SBI) 306,770 7,614,031 
Brixmor Property Group, Inc. 1,053,554 21,028,938 
Federal Realty Investment Trust (SBI) 248,396 31,054,468 
Kimco Realty Corp. 1,493,285 28,447,079 
Kite Realty Group Trust 297,864 5,123,261 
Ramco-Gershenson Properties Trust (SBI) 285,565 3,983,632 
Regency Centers Corp. 592,621 36,766,207 
Retail Opportunity Investments Corp. 409,410 6,783,924 
Retail Value, Inc. 52,431 1,723,407 
Seritage Growth Properties 118,790 4,361,969 
SITE Centers Corp. 526,364 6,690,086 
Urban Edge Properties 406,327 7,472,354 
Washington Prime Group, Inc. (a) 655,265 1,972,348 
Weingarten Realty Investors (SBI) 426,822 12,420,520 
  175,442,224 
REITs - Storage - 8.5%   
CubeSmart 684,568 21,680,269 
Extra Space Storage, Inc. 457,905 50,680,925 
Life Storage, Inc. 164,594 18,628,749 
National Storage Affiliates Trust 209,313 7,148,039 
Public Storage 531,070 118,832,223 
  216,970,205 
REITs - Warehouse/Industrial - 11.7%   
Americold Realty Trust (a) 678,051 23,372,418 
EastGroup Properties, Inc. 135,519 18,440,070 
First Industrial Realty Trust, Inc. 449,105 19,176,784 
Prologis, Inc. 2,233,329 207,431,592 
QTS Realty Trust, Inc. Class A (a) 205,012 11,661,083 
Rexford Industrial Realty, Inc. 391,345 18,858,916 
  298,940,863 
TOTAL EQUITY REAL ESTATE INVESTMENT TRUSTS (REITS)  2,544,184,262 
Health Care Providers & Services - 0.0%   
Health Care Facilities - 0.0%   
Five Star Sr Living, Inc. (b) 160 725 
TOTAL COMMON STOCKS   
(Cost $2,283,332,182)  2,544,184,987 
 Principal Amount Value 
U.S. Treasury Obligations - 0.0%   
U.S. Treasury Bills, yield at date of purchase 1.83% 3/19/20 (c)   
(Cost $219,480) 220,000 219,582 
 Shares Value 
Money Market Funds - 4.6%   
Fidelity Cash Central Fund 1.58% (d) 5,494,479 $5,495,578 
Fidelity Securities Lending Cash Central Fund 1.59% (d)(e) 113,253,246 113,264,572 
TOTAL MONEY MARKET FUNDS   
(Cost $118,760,150)  118,760,150 
TOTAL INVESTMENT IN SECURITIES - 103.9%   
(Cost $2,402,311,812)  2,663,164,719 
NET OTHER ASSETS (LIABILITIES) - (3.9)%  (99,373,646) 
NET ASSETS - 100%  $2,563,791,073 

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) 115 March 2020 $18,538,000 $44,619 $44,619 

The notional amount of futures purchased as a percentage of Net Assets is 0.7%

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 $219,582.

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

 (e) 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 $74,160 
Fidelity Securities Lending Cash Central Fund 132,897 
Total $207,057 

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 January 31, 2020, 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 $2,544,184,987 $2,544,184,987 $-- $-- 
U.S. Treasury Obligations 219,582 -- 219,582 -- 
Money Market Funds 118,760,150 118,760,150 -- -- 
Total Investments in Securities: $2,663,164,719 $2,662,945,137 $219,582 $-- 
Derivative Instruments:     
Assets     
Futures Contracts $44,619 $44,619 $-- $-- 
Total Assets $44,619 $44,619 $-- $-- 
Total Derivative Instruments: $44,619 $44,619 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of January 31, 2020. 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) $44,619 $0 
Total Equity Risk 44,619 
Total Value of Derivatives $44,619 $0 

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

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


Financial Statements

Statement of Assets and Liabilities

  January 31, 2020 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $108,695,054) — See accompanying schedule:
Unaffiliated issuers (cost $2,283,551,662) 
$2,544,404,569  
Fidelity Central Funds (cost $118,760,150) 118,760,150  
Total Investment in Securities (cost $2,402,311,812)  $2,663,164,719 
Segregated cash with brokers for derivative instruments  59,857 
Cash  238,533 
Receivable for fund shares sold  14,666,428 
Dividends receivable  1,297,074 
Distributions receivable from Fidelity Central Funds  73,790 
Total assets  2,679,500,401 
Liabilities   
Payable for investments purchased $238,533  
Payable for fund shares redeemed 1,910,631  
Accrued management fee 148,081  
Payable for daily variation margin on futures contracts 147,411  
Collateral on securities loaned 113,264,672  
Total liabilities  115,709,328 
Net Assets  $2,563,791,073 
Net Assets consist of:   
Paid in capital  $2,319,237,703 
Total accumulated earnings (loss)  244,553,370 
Net Assets  $2,563,791,073 
Net Asset Value and Maximum Offering Price   
Net Asset Value, offering price and redemption price per share ($2,563,791,073 ÷ 150,707,512 shares)  $17.01 

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


Statement of Operations

  Six months ended January 31, 2020 (Unaudited) 
Investment Income   
Dividends  $35,940,445 
Interest  4,646 
Income from Fidelity Central Funds (including $132,897 from security lending)  207,057 
Total income  36,152,148 
Expenses   
Management fee $843,661  
Independent trustees' fees and expenses 4,385  
Interest 3,125  
Commitment fees 2,812  
Total expenses before reductions 853,983  
Expense reductions (260)  
Total expenses after reductions  853,723 
Net investment income (loss)  35,298,425 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 2,129,655  
Fidelity Central Funds 230  
Futures contracts 906,372  
Total net realized gain (loss)  3,036,257 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 56,887,892  
Futures contracts (96,608)  
Total change in net unrealized appreciation (depreciation)  56,791,284 
Net gain (loss)  59,827,541 
Net increase (decrease) in net assets resulting from operations  $95,125,966 

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


Statement of Changes in Net Assets

 Six months ended January 31, 2020 (Unaudited) Year ended July 31, 2019 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $35,298,425 $56,962,102 
Net realized gain (loss) 3,036,257 19,215,358 
Change in net unrealized appreciation (depreciation) 56,791,284 110,537,005 
Net increase (decrease) in net assets resulting from operations 95,125,966 186,714,465 
Distributions to shareholders (71,472,030) (60,280,960) 
Share transactions - net increase (decrease) 283,641,968 762,656,425 
Total increase (decrease) in net assets 307,295,904 889,089,930 
Net Assets   
Beginning of period 2,256,495,169 1,367,405,239 
End of period $2,563,791,073 $2,256,495,169 

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


Financial Highlights

Fidelity Real Estate Index Fund

 Six months ended (Unaudited) January 31, Years endedJuly 31,     
 2020 2019 2018 2017 2016 2015 
Selected Per–Share Data       
Net asset value, beginning of period $16.82 $15.76 $15.70 $17.28 $14.69 $13.60 
Income from Investment Operations       
Net investment income (loss)A .25 .53 .46 .39 .41 .36 
Net realized and unrealized gain (loss) .46 1.13 .13 (1.37) 2.56 1.15 
Total from investment operations .71 1.66 .59 (.98) 2.97 1.51 
Distributions from net investment income (.39) (.50) (.44) (.39) (.38) (.34) 
Distributions from net realized gain (.13) (.10) (.09) (.21) – (.09) 
Total distributions (.52) (.60) (.53) (.60) (.38) (.43) 
Redemption fees added to paid in capitalA – – B B B .01 
Net asset value, end of period $17.01 $16.82 $15.76 $15.70 $17.28 $14.69 
Total ReturnC,D 4.22% 10.84% 3.90% (5.61)% 20.71% 11.29% 
Ratios to Average Net AssetsE,F       
Expenses before reductions .07%G .07% .07% .07% .14% .15% 
Expenses net of fee waivers, if any .07%G .07% .07% .07% .07% .07% 
Expenses net of all reductions .07%G .07% .07% .07% .07% .07% 
Net investment income (loss) 2.93%G 3.33% 3.12% 2.49% 2.69% 2.43% 
Supplemental Data       
Net assets, end of period (000 omitted) $2,563,791 $2,256,495 $380,099 $45,866 $19,098 $13,484 
Portfolio turnover rateH 8%G 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 for periods of less than one year are not annualized.

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

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

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

 G Annualized

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

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


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2020

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 prior 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.

Effective January 1, 2020, investment advisers Fidelity Investments Money Management, Inc., FMR Co., Inc., and Fidelity SelectCo, LLC, merged with and into Fidelity Management & Research Company. In connection with the merger transactions, the resulting, merged investment adviser was then redomiciled from Massachusetts to Delaware, changed its corporate structure from a corporation to a limited liability company, and changed its name to "Fidelity Management & Research Company LLC".

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 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 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 January 31, 2020 is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

Book-tax differences are primarily due to 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 $405,316,381 
Gross unrealized depreciation (162,188,624) 
Net unrealized appreciation (depreciation) $243,127,757 
Tax cost $2,420,081,581 

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 $347,513,551 and $98,676,946, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company LLC (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 operating expenses, except the compensation of the independent Trustees and certain other expenses such as interest expense, including commitment fees.

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 LLC (FMR), or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the fund to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. 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 
Fidelity Real Estate Index Fund Borrower $46,973,000 2.39% $3,125 

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

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,812 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 $500,839. Total fees paid by the Fund to NFS, as lending agent, amounted to $13,816. 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 $6,418 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, custodian credits reduced the Fund's expenses by $260.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

 Six months ended
January 31, 2020 
Year ended
July 31, 2019 
Distributions to shareholders   
Investor Class $– $427,706 
Premium Class – 11,530,768 
Fidelity Real Estate Index Fund 71,472,030 48,322,486 
Total $71,472,030 $60,280,960 

11. Share Transactions.

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

 Shares Shares Dollars Dollars 
 Six months ended January 31, 2020 Year ended July 31, 2019 Six months ended January 31, 2020 Year ended July 31, 2019 
Investor Class     
Shares sold – 398,814 $– $6,238,275 
Reinvestment of distributions – 26,242 – 415,680 
Shares redeemed – (2,660,628) – (40,117,896) 
Net increase (decrease) – (2,235,572) $– $(33,463,941) 
Premium Class     
Shares sold – 5,615,265 $– $87,786,180 
Reinvestment of distributions – 675,441 – 10,705,751 
Shares redeemed – (66,713,459) – (1,008,259,232) 
Net increase (decrease) – (60,422,753) $– $(909,767,301) 
Fidelity Real Estate Index Fund     
Shares sold 29,686,640 127,547,047 $508,278,654 $1,986,947,471 
Reinvestment of distributions 3,773,694 2,719,968 63,955,646 43,119,946 
Shares redeemed (16,945,677) (20,192,675) (288,592,332) (324,179,750) 
Net increase (decrease) 16,514,657 110,074,340 $283,641,968 $1,705,887,667 

12. Other.

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

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2019 to January 31, 2020).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2019 
Ending
Account Value
January 31, 2020 
Expenses Paid
During Period-B
August 1, 2019
to January 31, 2020 
Fidelity Real Estate Index Fund .07%    
Actual  $1,000.00 $1,042.20 $.36 
Hypothetical-C  $1,000.00 $1,024.78 $.36 

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

 B Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Real Estate Index Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund, including the fund's sub-advisory agreement (Sub-Advisory Agreement) with Geode Capital Management, LLC (Geode). FMR and the sub-advisers are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its September 2019 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services provided by and the profits realized by Fidelity and Geode from their respective relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and are realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

Approval of Amended and Restated Advisory Contracts. At its September 2019 meeting, the Board also unanimously determined to approve an amended and restated management contract and sub-advisory agreement with Geode (Amended and Restated Contracts) in connection with an upcoming consolidation of certain of Fidelity's advisory businesses. The Board considered that, on or about January 1, 2020, FMR Co., Inc. (FMRC) expects to merge with and into FMR and, after the merger, FMR expects to redomicile as a Delaware limited liability company. The Board also approved the termination of the sub-advisory agreement with FMRC upon the completion of the merger. The Board noted that references to FMR in the Amended and Restated Contracts would be updated to reflect FMR's new form of organization and domicile. The Board also approved amendments that clarify that the fund pays its non-operating expenses, including brokerage commissions and fees and expenses associated with the fund's securities lending program, if applicable. The Board also noted Fidelity's assurance that neither the planned consolidation nor the Amended and Restated Contracts will change the investment processes, the level or nature of services provided, the resources and personnel allocated, trading and compliance operations, or any fees or expenses paid by the fund.

Nature, Extent, and Quality of Services Provided.  The Board considered staffing as it relates to the fund, including the backgrounds of investment personnel of Fidelity and Geode, and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups and with representatives of Geode. The Board considered the structure of the investment personnel compensation programs and whether the structures provide appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

The Trustees also discussed with representatives of Fidelity, at meetings throughout the year, Fidelity's role in, among other things, overseeing compliance with federal securities laws and other applicable requirements by Geode with respect to the fund and monitoring and overseeing the performance and investment capabilities of Geode. The Trustees considered that the Board had received from Fidelity periodic reports about its oversight and due diligence processes, as well as periodic reports regarding the performance of Geode.

The Board also considered the nature, extent and quality of services provided by Geode. The Trustees noted that under the Sub-Advisory Agreement, subject to oversight by Fidelity, Geode is responsible for, among other things, identifying investments and arranging for execution of portfolio transactions to implement the fund's investment strategy. In addition, the Trustees noted that Geode is responsible for providing such reporting as may be requested by Fidelity to fulfill its oversight responsibilities discussed above.

Resources Dedicated to Investment Management and Support Services.  The Board reviewed the general qualifications and capabilities of Fidelity's and Geode's investment staffs, including their size, education, experience, and resources, as well as Fidelity's and Geode's approach to recruiting, managing, and compensating investment personnel. The Board considered that Fidelity's and Geode's investment professionals have extensive resources, tools and capabilities so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously. Additionally, in its deliberations, the Board considered Fidelity's and Geode's trading, risk management, compliance, and technology and operations capabilities and resources, which are integral parts of the investment management process.

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

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

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

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

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

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

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

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

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

Management Fee.  The Board considered two proprietary management fee comparisons for the 12-month periods shown in basis points (BP) in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s and the number of funds in the Total Mapped Group are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and was considered by the Board. Because the vast majority of competitor funds' management fees do not cover non-management expenses, in prior years, the fund was compared on the basis of a hypothetical "net management fee," which was derived by subtracting payments made by FMR for "fund-level" non-management expenses (including pricing and bookkeeping fees and fees paid to non-affiliated custodians), as well as "class-level" expenses paid by FMR under the expense limitation arrangements in effect for the fund, from the fund's management fee. Fidelity no longer calculates a hypothetical net management fee for the fund and, as a result, the chart does not include hypothetical net management fees for periods after 2015. With respect to the historical net management fee information, the Board considered that "fund-level" non-management expenses and "class-level" expenses paid by FMR may exceed the fund's management fee and result in a negative net management fee. The Board noted that a hypothetical net management fee is truly a hypothetical number derived for purposes of providing a more meaningful competitive comparison and a negative net management fee is not intended to suggest that Fidelity pays the fund to manage the fund's assets.

Fidelity Real Estate Index Fund

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


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2018.

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

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

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

The Board noted that the fund's total expense ratio ranked below the competitive median for 2018.

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

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

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

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

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

The Board also reviewed Fidelity's and Geode's non-fund businesses and potential indirect benefits such businesses may have received as a result of their association with Fidelity's mutual fund business (i.e., fall-out benefits) as well as cases where Fidelity's and Geode's affiliates may benefit from the fund's business. The Board noted that changes to fall-out benefits year-over-year reflect business developments at Fidelity's and Geode's various businesses. The Board considered that a joint ad hoc committee created by it and the boards of other Fidelity funds had recently been established, and meets periodically, to evaluate potential fall-out benefits. The Board noted that the committee was expected to, among other things: (i) discuss the legal framework surrounding potential fall-out benefits; (ii) review the Board's responsibilities and approach to potential fall-out benefits; and (iii) review practices employed by competitor funds regarding the review of potential fall-out benefits. The Board noted that it would consider the committee's findings in connection with future consideration of contract renewals.

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

The Board also considered information regarding the profitability of Geode's relationship with the fund.

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

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

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

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





Fidelity Investments

URX-I-SANN-0320
1.929346.108


Fidelity® SAI Small-Mid Cap 500 Index Fund

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



Semi-Annual Report

January 31, 2020

Fidelity Investments
See the inside front cover for important information about access to your fund’s shareholder reports.


Fidelity Investments

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

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

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

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


Contents

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

Board Approval of Investment Advisory Contracts and Management Fees


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

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2020 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.



Investment Summary (Unaudited)

Top Five Stocks as of January 31, 2020

 % of fund's net assets 
DexCom, Inc. 0.8 
Paycom Software, Inc. 0.6 
RingCentral, Inc. 0.5 
Sun Communities, Inc. 0.5 
Alliant Energy Corp. 0.5 
 2.9 

Top Five Market Sectors as of January 31, 2020

 % of fund's net assets 
Information Technology 18.6 
Financials 14.8 
Industrials 14.1 
Real Estate 12.2 
Consumer Discretionary 11.4 

Asset Allocation (% of fund's net assets)

As of January 31, 2020 * 
   Stocks and Equity Futures 99.9% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.1% 


 * Foreign investments - 5.6%

Schedule of Investments January 31, 2020 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.4%   
 Shares Value 
COMMUNICATION SERVICES - 3.7%   
Diversified Telecommunication Services - 0.5%   
GCI Liberty, Inc. (a) 55,926 $4,092,665 
Zayo Group Holdings, Inc. (a) 128,731 4,473,402 
  8,566,067 
Entertainment - 1.0%   
Cinemark Holdings, Inc. (b) 60,890 1,918,644 
Lions Gate Entertainment Corp.:   
Class A (a)(b) 28,929 287,265 
Class B (a) 64,274 599,676 
Roku, Inc. Class A (a) 48,642 5,883,250 
The Madison Square Garden Co. (a) 10,570 3,130,728 
World Wrestling Entertainment, Inc. Class A (b) 25,100 1,226,888 
Zynga, Inc. (a) 488,611 2,941,438 
  15,987,889 
Interactive Media & Services - 0.4%   
TripAdvisor, Inc. 60,059 1,640,812 
Zillow Group, Inc.:   
Class A (a) 31,977 1,477,337 
Class C (a)(b) 71,539 3,305,817 
  6,423,966 
Media - 1.7%   
AMC Networks, Inc. Class A (a) 24,073 880,831 
Cable One, Inc. 2,488 4,239,627 
Interpublic Group of Companies, Inc. 219,749 4,988,302 
John Wiley & Sons, Inc. Class A 24,857 1,084,262 
Liberty Media Corp.:   
Liberty Formula One Group Series C (a) 112,630 5,269,958 
Liberty Media Class A (a) 14,069 626,774 
News Corp.:   
Class A (b) 219,363 2,987,724 
Class B 68,802 961,164 
Nexstar Broadcasting Group, Inc. Class A 25,492 3,088,356 
Sinclair Broadcast Group, Inc. Class A 34,893 1,043,999 
The New York Times Co. Class A 92,268 2,953,499 
  28,124,496 
Wireless Telecommunication Services - 0.1%   
Telephone & Data Systems, Inc. 57,029 1,293,418 
U.S. Cellular Corp. (a) 8,765 280,655 
  1,574,073 
TOTAL COMMUNICATION SERVICES  60,676,491 
CONSUMER DISCRETIONARY - 11.4%   
Auto Components - 0.6%   
BorgWarner, Inc. 117,589 4,032,127 
Gentex Corp. 144,360 4,297,597 
The Goodyear Tire & Rubber Co. 132,436 1,738,885 
  10,068,609 
Automobiles - 0.3%   
Harley-Davidson, Inc. (b) 87,443 2,920,596 
Thor Industries, Inc. (b) 30,158 2,428,322 
  5,348,918 
Distributors - 0.3%   
Pool Corp. 21,946 4,812,758 
Diversified Consumer Services - 1.3%   
Bright Horizons Family Solutions, Inc. (a) 32,746 5,361,503 
Frontdoor, Inc. (a) 48,361 2,059,211 
Graham Holdings Co. 2,391 1,313,185 
Grand Canyon Education, Inc. (a) 27,042 2,116,848 
H&R Block, Inc. 114,609 2,658,929 
Service Corp. International 101,041 4,844,916 
ServiceMaster Global Holdings, Inc. (a) 77,685 2,800,544 
  21,155,136 
Hotels, Restaurants & Leisure - 2.9%   
ARAMARK Holdings Corp. 139,483 6,156,780 
Caesars Entertainment Corp. (a) 328,193 4,486,398 
Choice Hotels International, Inc. (b) 19,103 1,914,121 
Domino's Pizza, Inc. 23,358 6,581,117 
Dunkin' Brands Group, Inc. 47,053 3,674,369 
Extended Stay America, Inc. unit 103,773 1,340,747 
Hilton Grand Vacations, Inc. (a) 48,849 1,558,772 
Hyatt Hotels Corp. Class A 20,590 1,740,679 
International Game Technology PLC (b) 55,909 754,212 
Planet Fitness, Inc. (a) 46,729 3,775,236 
Six Flags Entertainment Corp. 45,305 1,727,480 
Vail Resorts, Inc. 22,899 5,370,044 
Wendy's Co. 105,748 2,291,559 
Wyndham Destinations, Inc. 51,015 2,475,758 
Wyndham Hotels & Resorts, Inc. 53,361 3,050,648 
  46,897,920 
Household Durables - 1.7%   
Leggett & Platt, Inc. 74,662 3,553,165 
Newell Brands, Inc. 216,309 4,224,515 
NVR, Inc. (a) 1,865 7,118,649 
PulteGroup, Inc. 143,628 6,412,990 
Tempur Sealy International, Inc. (a) 25,837 2,367,186 
Toll Brothers, Inc. 73,809 3,274,167 
  26,950,672 
Internet & Direct Marketing Retail - 0.5%   
Etsy, Inc. (a) 67,063 3,273,345 
GrubHub, Inc. (a)(b) 51,967 2,814,013 
Liberty Interactive Corp. QVC Group Series A (a) 218,164 1,860,939 
  7,948,297 
Leisure Products - 0.5%   
Brunswick Corp. 46,132 2,899,396 
Mattel, Inc. (a)(b) 195,623 2,861,964 
Polaris, Inc. 32,765 3,009,138 
  8,770,498 
Multiline Retail - 0.6%   
Kohl's Corp. 90,457 3,867,037 
Macy's, Inc. 176,082 2,808,508 
Nordstrom, Inc. (b) 61,618 2,271,239 
Ollie's Bargain Outlet Holdings, Inc. (a)(b) 29,984 1,590,351 
  10,537,135 
Specialty Retail - 1.8%   
AutoNation, Inc. (a) 30,663 1,301,338 
Burlington Stores, Inc. (a) 37,257 8,102,280 
Carvana Co. Class A (a)(b) 25,706 2,037,201 
Dick's Sporting Goods, Inc. (b) 36,295 1,605,328 
Five Below, Inc. (a) 31,182 3,530,426 
Floor & Decor Holdings, Inc. Class A (a) 39,021 1,924,126 
Foot Locker, Inc. 60,619 2,301,703 
L Brands, Inc. 129,872 3,007,836 
Penske Automotive Group, Inc. 19,239 903,656 
Urban Outfitters, Inc. (a) 39,126 1,001,626 
Williams-Sonoma, Inc. 44,551 3,122,134 
  28,837,654 
Textiles, Apparel & Luxury Goods - 0.9%   
Capri Holdings Ltd. (a) 81,112 2,430,116 
Carter's, Inc. 24,764 2,626,717 
Columbia Sportswear Co. 16,854 1,582,928 
Hanesbrands, Inc. 204,853 2,818,777 
Ralph Lauren Corp. 27,996 3,177,546 
Skechers U.S.A., Inc. Class A (sub. vtg.) (a) 74,907 2,800,773 
  15,436,857 
TOTAL CONSUMER DISCRETIONARY  186,764,454 
CONSUMER STAPLES - 2.7%   
Food & Staples Retailing - 0.6%   
Casey's General Stores, Inc. 20,844 3,352,966 
Grocery Outlet Holding Corp. 18,235 597,014 
Sprouts Farmers Market LLC (a) 66,941 1,046,288 
U.S. Foods Holding Corp. (a) 124,353 4,995,260 
  9,991,528 
Food Products - 1.7%   
Beyond Meat, Inc. (b) 27,027 2,984,321 
Bunge Ltd. 78,450 4,113,134 
Flowers Foods, Inc. 111,005 2,389,938 
Ingredion, Inc. 38,052 3,348,576 
Lamb Weston Holdings, Inc. 83,323 7,608,223 
Pilgrim's Pride Corp. (a) 30,332 790,149 
Post Holdings, Inc. (a) 36,993 3,868,358 
Seaboard Corp. 147 566,775 
The Hain Celestial Group, Inc. (a)(b) 47,332 1,145,908 
TreeHouse Foods, Inc. (a) 31,617 1,410,118 
  28,225,500 
Household Products - 0.2%   
Energizer Holdings, Inc. 35,758 1,654,165 
Spectrum Brands Holdings, Inc. 23,845 1,464,321 
  3,118,486 
Personal Products - 0.2%   
Herbalife Nutrition Ltd. (a) 56,659 2,201,202 
Nu Skin Enterprises, Inc. Class A 31,272 1,019,154 
  3,220,356 
TOTAL CONSUMER STAPLES  44,555,870 
ENERGY - 1.9%   
Energy Equipment & Services - 0.4%   
Apergy Corp. (a) 43,983 1,137,400 
Helmerich & Payne, Inc. 60,741 2,463,048 
Patterson-UTI Energy, Inc. 108,882 864,523 
Transocean Ltd. (United States) (a)(b) 329,666 1,503,277 
  5,968,248 
Oil, Gas & Consumable Fuels - 1.5%   
Antero Midstream GP LP (b) 144,250 727,020 
Antero Resources Corp. (a)(b) 150,387 278,216 
Centennial Resource Development, Inc. Class A (a) 109,075 355,585 
Chesapeake Energy Corp. (a)(b) 744,623 381,098 
Cimarex Energy Co. 56,969 2,500,369 
EQT Corp. 144,792 875,992 
Equitrans Midstream Corp. 116,116 1,122,842 
HollyFrontier Corp. 85,113 3,823,276 
Kosmos Energy Ltd. 206,099 1,053,166 
Murphy Oil Corp. 85,092 1,783,528 
Parsley Energy, Inc. Class A 169,790 2,825,306 
PBF Energy, Inc. Class A 67,948 1,854,980 
Range Resources Corp. (b) 118,810 356,430 
Targa Resources Corp. 130,391 4,759,272 
WPX Energy, Inc. (a) 235,747 2,817,177 
  25,514,257 
TOTAL ENERGY  31,482,505 
FINANCIALS - 14.8%   
Banks - 4.6%   
Associated Banc-Corp. 89,651 1,786,744 
Bank of Hawaii Corp. 22,618 2,026,573 
Bank OZK 69,190 1,880,584 
BankUnited, Inc. 53,434 1,763,322 
BOK Financial Corp. 18,420 1,453,338 
CIT Group, Inc. 53,889 2,463,266 
Commerce Bancshares, Inc. 57,851 3,914,199 
Cullen/Frost Bankers, Inc. 32,172 2,868,456 
East West Bancorp, Inc. 82,686 3,790,326 
First Citizens Bancshares, Inc. 3,985 2,099,378 
First Hawaiian, Inc. 74,748 2,172,177 
First Horizon National Corp. 175,352 2,805,632 
FNB Corp., Pennsylvania 184,521 2,153,360 
PacWest Bancorp 67,127 2,352,801 
Peoples United Financial, Inc. 251,120 3,872,270 
Pinnacle Financial Partners, Inc. 42,689 2,521,212 
Popular, Inc. 54,272 3,037,061 
Prosperity Bancshares, Inc. 51,957 3,647,381 
Signature Bank 30,176 4,281,673 
Sterling Bancorp 113,556 2,271,120 
Synovus Financial Corp. 79,766 2,793,405 
TCF Financial Corp. 86,202 3,644,621 
Texas Capital Bancshares, Inc. (a) 28,575 1,570,482 
Umpqua Holdings Corp. 125,493 2,120,832 
Webster Financial Corp. 52,060 2,335,412 
Western Alliance Bancorp. 54,140 2,990,152 
Wintrust Financial Corp. 32,003 2,025,150 
Zions Bancorp NA 95,775 4,356,805 
  74,997,732 
Capital Markets - 2.4%   
Affiliated Managers Group, Inc. 27,910 2,228,614 
BGC Partners, Inc. Class A 167,457 966,227 
Eaton Vance Corp. (non-vtg.) 62,705 2,868,754 
Evercore, Inc. Class A 22,064 1,690,544 
FactSet Research Systems, Inc. 21,366 6,113,026 
Janus Henderson Group PLC 89,640 2,265,203 
Lazard Ltd. Class A 58,035 2,435,149 
Legg Mason, Inc. 48,859 1,912,830 
LPL Financial 45,867 4,225,727 
MarketAxess Holdings, Inc. 20,989 7,433,884 
Morningstar, Inc. 11,187 1,755,128 
SEI Investments Co. 72,493 4,730,893 
Virtu Financial, Inc. Class A 28,974 483,576 
  39,109,555 
Consumer Finance - 0.6%   
Credit Acceptance Corp. (a) 5,961 2,557,150 
Navient Corp. 110,737 1,592,398 
OneMain Holdings, Inc. 37,137 1,573,495 
Santander Consumer U.S.A. Holdings, Inc. 58,402 1,554,661 
SLM Corp. 240,279 2,623,847 
  9,901,551 
Diversified Financial Services - 0.5%   
Jefferies Financial Group, Inc. 150,891 3,265,281 
Voya Financial, Inc. 76,621 4,576,572 
  7,841,853 
Insurance - 5.0%   
Alleghany Corp. (a) 7,971 6,358,148 
American Financial Group, Inc. 41,952 4,563,958 
American National Insurance Co. 4,207 463,443 
Assurant, Inc. 34,497 4,503,928 
Assured Guaranty Ltd. 53,094 2,433,829 
Axis Capital Holdings Ltd. 47,010 3,020,393 
Brighthouse Financial, Inc. (a) 61,550 2,394,295 
Brown & Brown, Inc. 134,325 6,031,193 
Erie Indemnity Co. Class A 14,026 2,335,329 
Everest Re Group Ltd. 22,908 6,335,666 
First American Financial Corp. 62,178 3,853,792 
Globe Life, Inc. 60,819 6,340,989 
Hanover Insurance Group, Inc. 22,481 3,115,417 
Kemper Corp. 35,840 2,667,213 
Mercury General Corp. 15,571 764,380 
Old Republic International Corp. 160,627 3,622,139 
Primerica, Inc. 23,445 2,779,639 
Reinsurance Group of America, Inc. 35,631 5,132,646 
RenaissanceRe Holdings Ltd. 24,845 4,706,637 
Unum Group 117,455 3,134,874 
W.R. Berkley Corp. 81,956 6,026,225 
White Mountains Insurance Group Ltd. 1,760 1,966,307 
  82,550,440 
Mortgage Real Estate Investment Trusts - 1.2%   
AGNC Investment Corp. 308,262 5,730,591 
Chimera Investment Corp. 106,129 2,249,935 
MFA Financial, Inc. 255,704 1,994,491 
New Residential Investment Corp. 236,361 3,956,683 
Starwood Property Trust, Inc. 155,204 3,982,535 
Two Harbors Investment Corp. 154,610 2,359,349 
  20,273,584 
Thrifts & Mortgage Finance - 0.5%   
LendingTree, Inc. (a) 4,393 1,367,102 
MGIC Investment Corp. 197,701 2,726,297 
New York Community Bancorp, Inc. 258,253 2,856,278 
TFS Financial Corp. 27,760 567,137 
  7,516,814 
TOTAL FINANCIALS  242,191,529 
HEALTH CARE - 10.7%   
Biotechnology - 3.1%   
Agios Pharmaceuticals, Inc. (a)(b) 34,221 1,667,589 
Alkermes PLC (a) 88,835 1,546,617 
Alnylam Pharmaceuticals, Inc. (a) 60,385 6,931,594 
bluebird bio, Inc. (a) 31,380 2,500,672 
Exact Sciences Corp. (a) 79,725 7,436,748 
Exelixis, Inc. (a) 170,117 2,926,012 
Ionis Pharmaceuticals, Inc. (a) 72,940 4,253,861 
Moderna, Inc. (a)(b) 117,835 2,416,796 
Neurocrine Biosciences, Inc. (a) 51,508 5,154,921 
Sage Therapeutics, Inc. (a) 29,116 1,929,808 
Sarepta Therapeutics, Inc. (a)(b) 40,216 4,663,447 
Seattle Genetics, Inc. (a) 65,494 7,098,895 
United Therapeutics Corp. (a) 24,606 2,403,268 
  50,930,228 
Health Care Equipment & Supplies - 3.2%   
Cantel Medical Corp. (b) 21,484 1,397,749 
DexCom, Inc. (a) 51,623 12,428,223 
Envista Holdings Corp. (a) 81,978 2,425,729 
Hill-Rom Holdings, Inc. 38,088 4,055,991 
ICU Medical, Inc. (a) 10,949 1,997,864 
Insulet Corp. (a) 33,826 6,563,597 
Integra LifeSciences Holdings Corp. (a) 40,369 2,221,910 
Masimo Corp. (a) 26,840 4,578,904 
Penumbra, Inc. (a) 17,916 3,143,541 
STERIS PLC 47,777 7,199,516 
West Pharmaceutical Services, Inc. 41,695 6,502,335 
  52,515,359 
Health Care Providers & Services - 1.2%   
Acadia Healthcare Co., Inc. (a)(b) 49,489 1,590,082 
Chemed Corp. 8,863 4,139,376 
Covetrus, Inc. (a) 55,208 679,058 
Encompass Health Corp. 55,794 4,297,812 
Guardant Health, Inc. (a) 21,049 1,600,566 
MEDNAX, Inc. (a) 46,551 1,073,932 
Molina Healthcare, Inc. (a) 35,518 4,367,648 
Premier, Inc. (a) 35,055 1,218,862 
  18,967,336 
Health Care Technology - 0.0%   
Change Healthcare, Inc. (b) 27,605 428,430 
Life Sciences Tools & Services - 2.0%   
Adaptive Biotechnologies Corp. 9,477 283,410 
Avantor, Inc. 179,441 3,314,275 
Bio-Rad Laboratories, Inc. Class A (a) 12,101 4,367,493 
Bio-Techne Corp. 21,365 4,486,009 
Bruker Corp. 58,195 2,878,907 
Charles River Laboratories International, Inc. (a) 27,450 4,243,221 
PerkinElmer, Inc. 62,851 5,812,460 
PRA Health Sciences, Inc. (a) 35,775 3,624,365 
QIAGEN NV (a) 126,090 4,259,320 
  33,269,460 
Pharmaceuticals - 1.2%   
Catalent, Inc. (a) 82,634 5,048,937 
Horizon Pharma PLC (a) 105,954 3,654,353 
Jazz Pharmaceuticals PLC (a) 31,551 4,522,836 
Nektar Therapeutics (a)(b) 95,628 1,902,041 
Perrigo Co. PLC 71,891 4,100,663 
  19,228,830 
TOTAL HEALTH CARE  175,339,643 
INDUSTRIALS - 14.1%   
Aerospace & Defense - 1.7%   
BWX Technologies, Inc. 54,151 3,443,462 
Curtiss-Wright Corp. 24,238 3,524,932 
Hexcel Corp. 48,288 3,583,935 
Huntington Ingalls Industries, Inc. 22,801 5,951,061 
Spirit AeroSystems Holdings, Inc. Class A 58,655 3,831,345 
Teledyne Technologies, Inc. (a) 20,398 7,446,494 
  27,781,229 
Air Freight & Logistics - 0.3%   
XPO Logistics, Inc. (a) 52,212 4,642,691 
Airlines - 0.6%   
Alaska Air Group, Inc. 68,815 4,444,761 
Copa Holdings SA Class A 17,854 1,748,978 
JetBlue Airways Corp. (a) 164,182 3,255,729 
  9,449,468 
Building Products - 1.7%   
A.O. Smith Corp. 77,371 3,302,968 
Allegion PLC 52,921 6,843,744 
Armstrong World Industries, Inc. 27,885 2,797,702 
Fortune Brands Home & Security, Inc. 79,467 5,460,178 
Lennox International, Inc. 19,983 4,655,639 
Owens Corning 61,201 3,702,048 
Resideo Technologies, Inc. (a) 70,060 713,211 
  27,475,490 
Commercial Services & Supplies - 0.9%   
ADT, Inc. (b) 63,067 391,015 
Clean Harbors, Inc. (a) 29,354 2,413,486 
IAA Spinco, Inc. (a) 75,627 3,574,132 
KAR Auction Services, Inc. 73,066 1,535,847 
Rollins, Inc. 80,705 3,062,755 
Stericycle, Inc. (a) 50,855 3,187,591 
  14,164,826 
Construction & Engineering - 1.1%   
AECOM (a) 88,801 4,282,872 
Fluor Corp. 79,627 1,424,527 
Jacobs Engineering Group, Inc. 75,171 6,955,573 
Quanta Services, Inc. 80,603 3,155,607 
Valmont Industries, Inc. 12,090 1,717,505 
  17,536,084 
Electrical Equipment - 0.9%   
Acuity Brands, Inc. 22,552 2,658,204 
GrafTech International Ltd. 35,011 375,668 
Hubbell, Inc. Class B 30,913 4,427,669 
nVent Electric PLC 86,297 2,148,795 
Regal Beloit Corp. 23,208 1,820,900 
Sensata Technologies, Inc. PLC (a) 89,046 4,209,204 
  15,640,440 
Industrial Conglomerates - 0.3%   
Carlisle Companies, Inc. 32,011 5,001,079 
Machinery - 4.6%   
AGCO Corp. 35,627 2,498,878 
Allison Transmission Holdings, Inc. 62,275 2,752,555 
Colfax Corp. (a)(b) 52,847 1,858,101 
Crane Co. 28,564 2,441,079 
Donaldson Co., Inc. 71,928 3,729,467 
Flowserve Corp. 74,699 3,486,949 
Gardner Denver Holdings, Inc. (a) 75,043 2,649,768 
Gates Industrial Corp. PLC (a) 26,305 328,023 
Graco, Inc. 94,014 4,996,844 
IDEX Corp. 43,076 7,058,003 
ITT, Inc. 49,983 3,352,860 
Lincoln Electric Holdings, Inc. 33,426 2,980,931 
Middleby Corp. (a) 31,569 3,540,779 
Nordson Corp. 32,638 5,511,253 
Oshkosh Corp. 38,722 3,331,641 
Pentair PLC 95,348 4,093,290 
Snap-On, Inc. 30,967 4,943,262 
Timken Co. 37,842 1,987,840 
Toro Co. 60,256 4,821,685 
Trinity Industries, Inc. 57,302 1,164,950 
WABCO Holdings, Inc. (a) 29,129 3,951,349 
Woodward, Inc. 31,358 3,647,249 
  75,126,756 
Marine - 0.1%   
Kirby Corp. (a) 33,818 2,478,521 
Professional Services - 0.4%   
Manpower, Inc. 33,455 3,060,798 
Robert Half International, Inc. 64,652 3,760,807 
  6,821,605 
Road & Rail - 0.5%   
AMERCO 5,046 1,873,428 
Knight-Swift Transportation Holdings, Inc. Class A 70,211 2,603,424 
Landstar System, Inc. 22,422 2,483,237 
Ryder System, Inc. 29,620 1,413,466 
Schneider National, Inc. Class B 31,548 702,574 
  9,076,129 
Trading Companies & Distributors - 0.9%   
Air Lease Corp. Class A 60,155 2,583,056 
HD Supply Holdings, Inc. (a) 94,446 3,847,730 
MSC Industrial Direct Co., Inc. Class A 24,873 1,693,105 
Univar, Inc. (a) 96,521 2,080,028 
Watsco, Inc. 18,483 3,214,563 
WESCO International, Inc. (a) 23,702 1,147,414 
  14,565,896 
Transportation Infrastructure - 0.1%   
Macquarie Infrastructure Co. LLC 41,820 1,844,680 
TOTAL INDUSTRIALS  231,604,894 
INFORMATION TECHNOLOGY - 18.6%   
Communications Equipment - 0.5%   
Ciena Corp. (a) 88,268 3,589,860 
CommScope Holding Co., Inc. (a) 108,767 1,325,326 
EchoStar Holding Corp. Class A (a) 28,057 1,119,615 
Ubiquiti, Inc. 4,881 797,653 
ViaSat, Inc. (a) 32,125 2,044,756 
  8,877,210 
Electronic Equipment & Components - 2.7%   
Arrow Electronics, Inc. (a) 46,033 3,495,746 
Avnet, Inc. 57,018 2,080,587 
Cognex Corp. 93,434 4,762,331 
Coherent, Inc. (a) 13,674 1,933,914 
Dolby Laboratories, Inc. Class A 35,783 2,481,193 
FLIR Systems, Inc. 76,884 3,962,601 
Jabil, Inc. 84,855 3,300,011 
Littelfuse, Inc. 13,429 2,375,724 
National Instruments Corp. 74,098 3,306,994 
SYNNEX Corp. 23,522 3,240,391 
Trimble, Inc. (a) 143,312 6,093,626 
Zebra Technologies Corp. Class A (a) 30,479 7,285,091 
  44,318,209 
IT Services - 4.7%   
Alliance Data Systems Corp. 22,959 2,359,956 
Amdocs Ltd. 77,214 5,555,547 
Black Knight, Inc. (a) 81,879 5,479,343 
Booz Allen Hamilton Holding Corp. Class A 77,714 6,064,801 
CACI International, Inc. Class A (a) 14,002 3,744,695 
CoreLogic, Inc. 45,152 2,099,568 
EPAM Systems, Inc. (a) 29,560 6,743,818 
Euronet Worldwide, Inc. (a) 28,482 4,489,902 
Genpact Ltd. 106,541 4,716,570 
Jack Henry & Associates, Inc. 43,780 6,546,861 
Leidos Holdings, Inc. 76,173 7,653,101 
MongoDB, Inc. Class A (a)(b) 23,826 3,905,320 
Okta, Inc. (a) 59,717 7,646,762 
Sabre Corp. 156,651 3,374,263 
Switch, Inc. Class A 33,427 534,832 
WEX, Inc. (a) 24,516 5,318,011 
  76,233,350 
Semiconductors & Semiconductor Equipment - 2.3%   
Cree, Inc. (a) 61,328 2,851,139 
Cypress Semiconductor Corp. 210,066 4,900,840 
Entegris, Inc. 76,697 3,969,837 
First Solar, Inc. (a) 46,931 2,326,839 
MKS Instruments, Inc. 30,766 3,224,892 
Monolithic Power Systems, Inc. 23,819 4,077,098 
ON Semiconductor Corp. (a) 232,407 5,380,222 
Teradyne, Inc. 95,191 6,281,654 
Universal Display Corp. 24,300 4,280,931 
  37,293,452 
Software - 7.9%   
2U, Inc. (a) 31,755 629,067 
Alteryx, Inc. Class A (a)(b) 25,898 3,611,994 
Anaplan, Inc. (a) 48,726 2,806,130 
Aspen Technology, Inc. (a) 38,862 4,623,801 
Avalara, Inc. (a) 26,709 2,274,004 
CDK Global, Inc. 69,320 3,721,098 
Cerence, Inc. (a) 20,742 442,842 
Ceridian HCM Holding, Inc. (a) 53,111 3,892,505 
Coupa Software, Inc. (a) 35,717 5,755,795 
DocuSign, Inc. (a) 88,410 6,941,069 
Dynatrace, Inc. 36,446 1,141,124 
Elastic NV (a) 25,784 1,672,866 
Fair Isaac Corp. (a) 16,164 6,504,070 
FireEye, Inc. (a) 113,565 1,814,769 
Guidewire Software, Inc. (a) 47,159 5,305,388 
HubSpot, Inc. (a) 23,067 4,173,743 
LogMeIn, Inc. 27,386 2,354,374 
Manhattan Associates, Inc. (a) 36,278 3,100,318 
Medallia, Inc. 9,311 262,756 
New Relic, Inc. (a) 28,268 1,865,971 
Nuance Communications, Inc. (a) 162,887 3,081,822 
Nutanix, Inc. Class A (a) 96,331 3,127,868 
Pagerduty, Inc. 23,957 558,677 
Parametric Technology Corp. (a) 59,240 4,924,029 
Paycom Software, Inc. (a) 28,063 8,928,524 
Paylocity Holding Corp. (a) 19,648 2,787,855 
Pegasystems, Inc. 21,712 1,871,792 
Pluralsight, Inc. (a) 35,463 687,628 
Proofpoint, Inc. (a) 31,722 3,895,779 
RealPage, Inc. (a) 45,231 2,639,229 
RingCentral, Inc. (a) 42,424 8,721,526 
Smartsheet, Inc. (a) 49,745 2,411,638 
SolarWinds, Inc. (a)(b) 25,571 483,803 
Teradata Corp. (a) 63,795 1,552,770 
The Trade Desk, Inc. (a)(b) 22,343 6,014,289 
Tyler Technologies, Inc. (a) 21,856 7,074,350 
Zendesk, Inc. (a) 62,986 5,441,990 
Zscaler, Inc. (a)(b) 35,942 2,015,987 
  129,113,240 
Technology Hardware, Storage & Peripherals - 0.5%   
NCR Corp. (a) 72,585 2,447,566 
Pure Storage, Inc. Class A (a) 131,972 2,349,102 
Xerox Holdings Corp. 102,113 3,632,159 
  8,428,827 
TOTAL INFORMATION TECHNOLOGY  304,264,288 
MATERIALS - 5.6%   
Chemicals - 2.4%   
Albemarle Corp. U.S. (b) 59,951 4,812,866 
Ashland Global Holdings, Inc. 34,283 2,536,256 
Axalta Coating Systems Ltd. (a) 117,616 3,388,517 
Cabot Corp. 32,086 1,278,627 
CF Industries Holdings, Inc. 124,294 5,006,562 
Element Solutions, Inc. (a) 125,501 1,468,362 
Huntsman Corp. 122,958 2,528,016 
NewMarket Corp. 3,903 1,715,837 
Olin Corp. 90,785 1,349,973 
RPM International, Inc. 72,775 5,193,952 
The Chemours Co. LLC 93,083 1,291,061 
The Scotts Miracle-Gro Co. Class A 22,505 2,762,264 
Valvoline, Inc. 107,387 2,263,718 
W.R. Grace & Co. 32,564 2,193,511 
Westlake Chemical Corp. 20,114 1,230,977 
  39,020,499 
Construction Materials - 0.1%   
Eagle Materials, Inc. 23,777 2,167,749 
Containers & Packaging - 2.2%   
Aptargroup, Inc. 36,481 4,213,920 
Ardagh Group SA 10,284 196,219 
Avery Dennison Corp. 47,504 6,234,425 
Berry Global Group, Inc. (a) 75,111 3,193,720 
Crown Holdings, Inc. (a) 74,171 5,490,879 
Graphic Packaging Holding Co. 164,745 2,574,964 
O-I Glass, Inc. 88,191 1,112,970 
Packaging Corp. of America 53,345 5,107,784 
Sealed Air Corp. 88,559 3,143,845 
Silgan Holdings, Inc. 44,314 1,367,530 
Sonoco Products Co. 56,552 3,231,381 
  35,867,637 
Metals & Mining - 0.9%   
Alcoa Corp. (a) 105,849 1,476,594 
Reliance Steel & Aluminum Co. 37,101 4,259,195 
Royal Gold, Inc. 37,211 4,291,173 
Steel Dynamics, Inc. 117,323 3,505,611 
United States Steel Corp. 96,547 875,681 
  14,408,254 
Paper & Forest Products - 0.0%   
Domtar Corp. 32,423 1,128,969 
TOTAL MATERIALS  92,593,108 
REAL ESTATE - 12.2%   
Equity Real Estate Investment Trusts (REITs) - 11.7%   
American Campus Communities, Inc. 77,874 3,572,080 
American Homes 4 Rent Class A 146,444 4,002,315 
Americold Realty Trust 109,123 3,761,470 
Apartment Investment & Management Co. Class A 84,167 4,436,443 
Apple Hospitality (REIT), Inc. 119,640 1,796,993 
Brandywine Realty Trust (SBI) 99,252 1,550,316 
Brixmor Property Group, Inc. 169,090 3,375,036 
Camden Property Trust (SBI) 53,200 5,981,276 
Colony Capital, Inc. 272,180 1,271,081 
Columbia Property Trust, Inc. 66,291 1,398,740 
CoreSite Realty Corp. 21,337 2,506,031 
Corporate Office Properties Trust (SBI) 63,797 1,899,237 
Cousins Properties, Inc. 82,948 3,395,062 
CubeSmart 109,435 3,465,806 
CyrusOne, Inc. 63,757 3,879,613 
Douglas Emmett, Inc. 94,485 3,921,128 
Duke Realty Corp. 209,509 7,607,272 
Empire State Realty Trust, Inc. 85,202 1,155,339 
EPR Properties 44,350 3,165,260 
Equity Commonwealth 68,557 2,247,984 
Equity Lifestyle Properties, Inc. 98,788 7,186,827 
Gaming & Leisure Properties 115,289 5,447,982 
Healthcare Trust of America, Inc. 117,244 3,755,325 
Highwoods Properties, Inc. (SBI) 58,142 2,913,496 
Hospitality Properties Trust (SBI) 92,762 2,001,804 
Hudson Pacific Properties, Inc. 86,518 3,144,064 
Iron Mountain, Inc. 162,402 5,133,527 
JBG SMITH Properties 69,609 2,822,645 
Kilroy Realty Corp. 59,209 4,888,887 
Kimco Realty Corp. 230,007 4,381,633 
Lamar Advertising Co. Class A 48,472 4,498,686 
Liberty Property Trust (SBI) 88,724 5,558,559 
Life Storage, Inc. 26,437 2,992,140 
Medical Properties Trust, Inc. 292,460 6,477,989 
National Retail Properties, Inc. 97,427 5,455,912 
Omega Healthcare Investors, Inc. 124,002 5,201,884 
Outfront Media, Inc. 81,357 2,419,557 
Paramount Group, Inc. 111,227 1,563,852 
Park Hotels & Resorts, Inc. 135,861 2,980,790 
Rayonier, Inc. 73,765 2,240,981 
Regency Centers Corp. 94,774 5,879,779 
Retail Properties America, Inc. 121,333 1,474,196 
SITE Centers Corp. 85,415 1,085,625 
SL Green Realty Corp. 45,485 4,186,439 
Spirit Realty Capital, Inc. 56,488 2,981,437 
Store Capital Corp. 122,059 4,790,816 
Sun Communities, Inc. 51,582 8,365,053 
Taubman Centers, Inc. 33,270 878,993 
The Macerich Co. 80,469 1,795,263 
VEREIT, Inc. 608,933 5,943,186 
VICI Properties, Inc. 263,147 7,052,340 
Weingarten Realty Investors (SBI) 68,929 2,005,834 
  191,893,983 
Real Estate Management & Development - 0.5%   
Howard Hughes Corp. (a) 22,821 2,776,859 
Jones Lang LaSalle, Inc. 29,252 4,967,575 
  7,744,434 
TOTAL REAL ESTATE  199,638,417 
UTILITIES - 3.7%   
Electric Utilities - 1.6%   
Alliant Energy Corp. 137,004 8,132,557 
Hawaiian Electric Industries, Inc. 61,693 3,017,405 
IDACORP, Inc. 28,646 3,213,795 
OGE Energy Corp. 113,869 5,220,894 
Pinnacle West Capital Corp. 63,914 6,243,759 
  25,828,410 
Gas Utilities - 0.9%   
Atmos Energy Corp. 66,628 7,797,475 
National Fuel Gas Co. 46,595 2,012,438 
UGI Corp. 118,765 4,939,436 
  14,749,349 
Independent Power and Renewable Electricity Producers - 0.6%   
NRG Energy, Inc. 143,810 5,305,151 
Vistra Energy Corp. 241,487 5,438,287 
  10,743,438 
Multi-Utilities - 0.2%   
MDU Resources Group, Inc. 113,342 3,356,057 
Water Utilities - 0.4%   
Aqua America, Inc. 123,021 6,389,711 
TOTAL UTILITIES  61,066,965 
TOTAL COMMON STOCKS   
(Cost $1,327,313,299)  1,630,178,164 
 Principal Amount Value 
U.S. Treasury Obligations - 0.0%   
U.S. Treasury Bills, yield at date of purchase 1.82% 3/19/20 (c)   
(Cost $119,717) 120,000 119,772 
 Shares Value 
Money Market Funds - 3.8%   
Fidelity Cash Central Fund 1.58% (d) 7,196,895 $7,198,334 
Fidelity Securities Lending Cash Central Fund 1.59% (d)(e) 54,695,056 54,700,525 
TOTAL MONEY MARKET FUNDS   
(Cost $61,898,859)  61,898,859 
TOTAL INVESTMENT IN SECURITIES - 103.2%   
(Cost $1,389,331,875)  1,692,196,795 
NET OTHER ASSETS (LIABILITIES) - (3.2)%  (52,746,317) 
NET ASSETS - 100%  $1,639,450,478 

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) 43 March 2020 $8,630,100 $(140,439) $(140,439) 

The notional amount of futures purchased as a percentage of Net Assets is 0.5%

Legend

 (a) Non-income producing

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

 (c) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $119,772.

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

 (e) 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 $29,630 
Fidelity Securities Lending Cash Central Fund 360,341 
Total $389,971 

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 January 31, 2020, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

 Valuation Inputs at Reporting Date: 
Description Total Level 1 Level 2 Level 3 
Investments in Securities:     
Equities:     
Communication Services $60,676,491 $60,676,491 $-- $-- 
Consumer Discretionary 186,764,454 186,764,454 -- -- 
Consumer Staples 44,555,870 44,555,870 -- -- 
Energy 31,482,505 31,482,505 -- -- 
Financials 242,191,529 242,191,529 -- -- 
Health Care 175,339,643 175,339,643 -- -- 
Industrials 231,604,894 231,604,894 -- -- 
Information Technology 304,264,288 304,264,288 -- -- 
Materials 92,593,108 92,593,108 -- -- 
Real Estate 199,638,417 199,638,417 -- -- 
Utilities 61,066,965 61,066,965 -- -- 
U.S. Government and Government Agency Obligations 119,772 -- 119,772 -- 
Money Market Funds 61,898,859 61,898,859 -- -- 
Total Investments in Securities: $1,692,196,795 $1,692,077,023 $119,772 $-- 
Derivative Instruments:     
Liabilities     
Futures Contracts $(140,439) $(140,439) $-- $-- 
Total Liabilities $(140,439) $(140,439) $-- $-- 
Total Derivative Instruments: $(140,439) $(140,439) $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of January 31, 2020. 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) $0 $(140,439) 
Total Equity Risk (140,439) 
Total Value of Derivatives $0 $(140,439) 

 (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 Total accumulated earnings (loss).

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


Financial Statements

Statement of Assets and Liabilities

  January 31, 2020 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $51,567,147) — See accompanying schedule:
Unaffiliated issuers (cost $1,327,433,016) 
$1,630,297,936  
Fidelity Central Funds (cost $61,898,859) 61,898,859  
Total Investment in Securities (cost $1,389,331,875)  $1,692,196,795 
Segregated cash with brokers for derivative instruments  213,250 
Cash  110,404 
Receivable for fund shares sold  39,789,481 
Dividends receivable  1,067,285 
Distributions receivable from Fidelity Central Funds  22,891 
Prepaid expenses  2,099 
Receivable from investment adviser for expense reductions  104,594 
Total assets  1,733,506,799 
Liabilities   
Payable for investments purchased $37,430,217  
Payable for fund shares redeemed 1,546,818  
Accrued management fee 156,929  
Payable for daily variation margin on futures contracts 170,936  
Other payables and accrued expenses 58,790  
Collateral on securities loaned 54,692,631  
Total liabilities  94,056,321 
Net Assets  $1,639,450,478 
Net Assets consist of:   
Paid in capital  $1,324,317,768 
Total accumulated earnings (loss)  315,132,710 
Net Assets  $1,639,450,478 
Net Asset Value, offering price and redemption price per share ($1,639,450,478 ÷ 128,935,101 shares)  $12.72 

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


Statement of Operations

  Six months ended January 31, 2020 (Unaudited) 
Investment Income   
Dividends  $15,151,322 
Interest  4,582 
Income from Fidelity Central Funds (including $360,341 from security lending)  389,971 
Total income  15,545,875 
Expenses   
Management fee $950,148  
Custodian fees and expenses 56,700  
Independent trustees' fees and expenses 3,315  
Registration fees 12,519  
Audit 28,525  
Legal 5,273  
Interest 12,089  
Miscellaneous 4,644  
Total expenses before reductions 1,073,213  
Expense reductions (624,042)  
Total expenses after reductions  449,171 
Net investment income (loss)  15,096,704 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 38,397,832  
Fidelity Central Funds 483  
Futures contracts 260,309  
Total net realized gain (loss)  38,658,624 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 22,251,509  
Futures contracts (255,250)  
Total change in net unrealized appreciation (depreciation)  21,996,259 
Net gain (loss)  60,654,883 
Net increase (decrease) in net assets resulting from operations  $75,751,587 

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


Statement of Changes in Net Assets

 Six months ended January 31, 2020 (Unaudited) Year ended July 31, 2019 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $15,096,704 $30,662,558 
Net realized gain (loss) 38,658,624 45,831,529 
Change in net unrealized appreciation (depreciation) 21,996,259 20,864,344 
Net increase (decrease) in net assets resulting from operations 75,751,587 97,358,431 
Distributions to shareholders (82,587,160) (136,561,154) 
Share transactions   
Proceeds from sales of shares 498,721,195 816,434,043 
Reinvestment of distributions 31,118,897 17,561,702 
Cost of shares redeemed (745,839,294) (1,213,960,114) 
Net increase (decrease) in net assets resulting from share transactions (215,999,202) (379,964,369) 
Total increase (decrease) in net assets (222,834,775) (419,167,092) 
Net Assets   
Beginning of period 1,862,285,253 2,281,452,345 
End of period $1,639,450,478 $1,862,285,253 
Other Information   
Shares   
Sold 40,004,199 69,853,539 
Issued in reinvestment of distributions 2,475,641 1,408,093 
Redeemed (59,090,275) (101,839,298) 
Net increase (decrease) (16,610,435) (30,577,666) 

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


Financial Highlights

Fidelity SAI Small-Mid Cap 500 Index Fund

 Six months ended (Unaudited) January 31, Years endedJuly 31,    
 2020 2019 2018 2017 2016 A 
Selected Per–Share Data      
Net asset value, beginning of period $12.80 $12.95 $11.37 $10.26 $10.00 
Income from Investment Operations      
Net investment income (loss)B .11 .19 .17 .15 .14 
Net realized and unrealized gain (loss) .42 .46 1.62 1.11 .18 
Total from investment operations .53 .65 1.79 1.26 .32 
Distributions from net investment income (.22) (.18) (.13) (.09) (.05) 
Distributions from net realized gain (.39) (.63) (.08) (.06) (.01) 
Total distributions (.61) (.80)C (.21) (.15) (.06) 
Net asset value, end of period $12.72 $12.80 $12.95 $11.37 $10.26 
Total ReturnD,E 4.32% 5.26% 15.91% 12.41% 3.26% 
Ratios to Average Net AssetsF,G      
Expenses before reductions .12%H .22% .23% .29% .35%H 
Expenses net of fee waivers, if any .05%H .08% .13% .15% .15%H 
Expenses net of all reductions .05%H .08% .13% .15% .15%H 
Net investment income (loss) 1.75%H 1.53% 1.37% 1.38% 1.48%H 
Supplemental Data      
Net assets, end of period (000 omitted) $1,639,450 $1,862,285 $2,281,452 $1,460,960 $355,719 
Portfolio turnover rateI 35%H 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 (Unaudited)

For the period ended January 31, 2020

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 LLC (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.

Effective January 1, 2020:

Investment advisers Fidelity Investments Money Management, Inc., FMR Co., Inc., and Fidelity SelectCo, LLC, merged with and into Fidelity Management & Research Company. In connection with the merger transactions, the resulting, merged investment adviser was then redomiciled from Massachusetts to Delaware, changed its corporate structure from a corporation to a limited liability company, and changed its name to "Fidelity Management & Research Company LLC".

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 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 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 January 31, 2020 is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

Book-tax differences are primarily due to futures contracts, 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 $393,867,296 
Gross unrealized depreciation (106,509,449) 
Net unrealized appreciation (depreciation) $287,357,847 
Tax cost $1,404,698,509 

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 $305,500,817 and $576,397,750, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company LLC (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.

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 LLC (FMR), or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the fund to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. 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 
Fidelity SAI Small-Mid Cap 500 Index Fund Borrower $9,193,600 1.89% $12,089 

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

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,095 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 $38,198. 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 $2 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 .05% 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 $624,042.

10. Other.

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

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2019 to January 31, 2020).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2019 
Ending
Account Value
January 31, 2020 
Expenses Paid
During Period-B
August 1, 2019
to January 31, 2020 
Actual .05% $1,000.00 $1,043.20 $.26 
Hypothetical-C  $1,000.00 $1,024.89 $.25 

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

 B Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity SAI Small-Mid Cap 500 Index Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund, including the fund's sub-advisory agreement (Sub-Advisory Agreement) with Geode Capital Management, LLC (Geode). FMR and the sub-advisers are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its September 2019 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services provided by and the profits realized by Fidelity and Geode from their respective relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and are realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

Approval of Amended and Restated Advisory Contracts. At its September 2019 meeting, the Board also unanimously determined to approve an amended and restated management contract and sub-advisory agreement with Geode (Amended and Restated Contracts) in connection with an upcoming consolidation of certain of Fidelity's advisory businesses. The Board considered that, on or about January 1, 2020, FMR Co., Inc. (FMRC) expects to merge with and into FMR and, after the merger, FMR expects to redomicile as a Delaware limited liability company. The Board also approved the termination of the sub-advisory agreement with FMRC upon the completion of the merger. The Board noted that references to FMR in the Amended and Restated Contracts would be updated to reflect FMR's new form of organization and domicile. The Board also approved amendments that clarify that the fund pays its non-operating expenses, including brokerage commissions and fees and expenses associated with the fund's securities lending program, if applicable. The Board also noted Fidelity's assurance that neither the planned consolidation nor the Amended and Restated Contracts will change the investment processes, the level or nature of services provided, the resources and personnel allocated, trading and compliance operations, or any fees or expenses paid by the fund.

Nature, Extent, and Quality of Services Provided.  The Board considered staffing as it relates to the fund, including the backgrounds of investment personnel of Fidelity and Geode, and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups and with representatives of Geode. The Board considered the structure of the investment personnel compensation programs and whether the structures provide appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

The Trustees also discussed with representatives of Fidelity, at meetings throughout the year, Fidelity's role in, among other things, overseeing compliance with federal securities laws and other applicable requirements by Geode with respect to the fund and monitoring and overseeing the performance and investment capabilities of Geode. The Trustees considered that the Board had received from Fidelity periodic reports about its oversight and due diligence processes, as well as periodic reports regarding the performance of Geode.

The Board also considered the nature, extent and quality of services provided by Geode. The Trustees noted that under the Sub-Advisory Agreement, subject to oversight by Fidelity, Geode is responsible for, among other things, identifying investments and arranging for execution of portfolio transactions to implement the fund's investment strategy. In addition, the Trustees noted that Geode is responsible for providing such reporting as may be requested by Fidelity to fulfill its oversight responsibilities discussed above.

Resources Dedicated to Investment Management and Support Services.  The Board reviewed the general qualifications and capabilities of Fidelity's and Geode's investment staffs, including their size, education, experience, and resources, as well as Fidelity's and Geode's approach to recruiting, managing, and compensating investment personnel. The Board considered that Fidelity's and Geode's investment professionals have extensive resources, tools and capabilities so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously. Additionally, in its deliberations, the Board considered Fidelity's and Geode's trading, risk management, compliance, and technology and operations capabilities and resources, which are integral parts of the investment management process.

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

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

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

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

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

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

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

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

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

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

Fidelity SAI Small-Mid Cap 500 Index Fund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2018.

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

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

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

The Board noted that the fund's total expense ratio ranked below the competitive median for 2018.

The Board further considered that FMR has contractually agreed to reimburse the fund to the extent that total operating expenses (with certain exceptions), as a percentage of its average net assets, exceed 0.05% through November 30, 2020.

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

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

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

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

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

The Board also reviewed Fidelity's and Geode's non-fund businesses and potential indirect benefits such businesses may have received as a result of their association with Fidelity's mutual fund business (i.e., fall-out benefits) as well as cases where Fidelity's and Geode's affiliates may benefit from the fund's business. The Board noted that changes to fall-out benefits year-over-year reflect business developments at Fidelity's and Geode's various businesses. The Board considered that a joint ad hoc committee created by it and the boards of other Fidelity funds had recently been established, and meets periodically, to evaluate potential fall-out benefits. The Board noted that the committee was expected to, among other things: (i) discuss the legal framework surrounding potential fall-out benefits; (ii) review the Board's responsibilities and approach to potential fall-out benefits; and (iii) review practices employed by competitor funds regarding the review of potential fall-out benefits. The Board noted that it would consider the committee's findings in connection with future consideration of contract renewals.

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

The Board also considered information regarding the profitability of Geode's relationship with the fund.

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

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

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

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





Fidelity Investments

SV3-SANN-0320
1.9868214.104


Fidelity® SAI U.S. Quality Index Fund

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



Semi-Annual Report

January 31, 2020

Fidelity Investments
See the inside front cover for important information about access to your fund’s shareholder reports.


Fidelity Investments

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

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

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

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


Contents

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

Board Approval of Investment Advisory Contracts and Management Fees


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

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

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2020 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.



Investment Summary (Unaudited)

Top Five Stocks as of January 31, 2020

 % of fund's net assets 
Apple, Inc. 7.7 
Alphabet, Inc. Class A 5.9 
Microsoft Corp. 5.6 
Visa, Inc. Class A 4.3 
MasterCard, Inc. Class A 4.1 
 27.6 

Top Five Market Sectors as of January 31, 2020

 % of fund's net assets 
Information Technology 34.5 
Health Care 22.5 
Consumer Staples 11.4 
Consumer Discretionary 9.7 
Financials 7.5 

Asset Allocation (% of fund's net assets)

As of January 31, 2020* 
   Stocks and Equity Futures 100.0% 


 * Foreign investments - 4.8%

Schedule of Investments January 31, 2020 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.7%   
 Shares Value 
COMMUNICATION SERVICES - 6.0%   
Interactive Media & Services - 6.0%   
Alphabet, Inc. Class A (a) 405,550 $581,063,929 
Match Group, Inc. (a)(b) 122,591 9,589,068 
  590,652,997 
CONSUMER DISCRETIONARY - 9.7%   
Auto Components - 0.2%   
Gentex Corp. 570,831 16,993,639 
Diversified Consumer Services - 0.1%   
Frontdoor, Inc. (a) 189,658 8,075,638 
Hotels, Restaurants & Leisure - 0.1%   
Wyndham Destinations, Inc. 206,634 10,027,948 
Household Durables - 0.2%   
Garmin Ltd. 272,988 26,466,187 
Internet & Direct Marketing Retail - 1.8%   
The Booking Holdings, Inc. (a) 95,451 174,727,828 
Specialty Retail - 4.5%   
AutoZone, Inc. (a) 55,081 58,273,495 
The Home Depot, Inc. 1,674,959 382,058,148 
  440,331,643 
Textiles, Apparel & Luxury Goods - 2.8%   
NIKE, Inc. Class B 2,810,677 270,668,195 
TOTAL CONSUMER DISCRETIONARY  947,291,078 
CONSUMER STAPLES - 11.4%   
Beverages - 0.9%   
Brown-Forman Corp. Class B (non-vtg.) 408,886 27,657,049 
Monster Beverage Corp. (a) 867,866 57,799,876 
  85,456,925 
Food Products - 0.5%   
The Hershey Co. 334,485 51,902,037 
Household Products - 6.9%   
Clorox Co. 282,092 44,375,893 
Colgate-Palmolive Co. 1,926,623 142,146,245 
Kimberly-Clark Corp. 772,863 110,704,896 
Procter & Gamble Co. 3,064,966 381,956,063 
  679,183,097 
Personal Products - 0.1%   
Herbalife Nutrition Ltd. (a) 213,486 8,293,931 
Tobacco - 3.0%   
Philip Morris International, Inc. 3,492,932 288,865,476 
TOTAL CONSUMER STAPLES  1,113,701,466 
FINANCIALS - 7.5%   
Banks - 0.3%   
SVB Financial Group (a) 115,963 27,869,388 
Capital Markets - 4.1%   
Ameriprise Financial, Inc. 293,746 48,588,526 
Eaton Vance Corp. (non-vtg.) 253,273 11,587,240 
FactSet Research Systems, Inc. (b) 85,999 24,605,174 
LPL Financial 184,415 16,990,154 
MarketAxess Holdings, Inc. 84,795 30,032,693 
Moody's Corp. 365,418 93,835,688 
MSCI, Inc. 190,032 54,311,146 
SEI Investments Co. 284,233 18,549,046 
T. Rowe Price Group, Inc. 528,586 70,582,089 
TD Ameritrade Holding Corp. 603,900 28,673,172 
  397,754,928 
Consumer Finance - 0.6%   
Credit Acceptance Corp. (a)(b) 31,165 13,369,162 
Synchrony Financial 1,370,207 44,408,409 
  57,777,571 
Insurance - 2.4%   
Aon PLC 529,611 116,646,823 
Primerica, Inc. 93,835 11,125,078 
Progressive Corp. 1,312,743 105,925,233 
  233,697,134 
Thrifts& Mortgage Finance - 0.1%   
Essent Group Ltd. 220,433 10,935,681 
TOTAL FINANCIALS  728,034,702 
HEALTH CARE - 22.5%   
Biotechnology - 6.9%   
AbbVie, Inc. 3,319,404 268,938,112 
Amgen, Inc. 1,346,370 290,883,239 
Biogen, Inc. (a) 414,136 111,340,464 
  671,161,815 
Health Care Equipment & Supplies - 2.0%   
Align Technology, Inc. (a) 163,041 41,917,841 
Edwards Lifesciences Corp. (a) 466,963 102,666,485 
IDEXX Laboratories, Inc. (a) 186,564 50,560,710 
  195,145,036 
Health Care Technology - 0.4%   
Veeva Systems, Inc. Class A (a) 292,118 42,827,420 
Life Sciences Tools & Services - 1.4%   
Illumina, Inc. (a) 330,068 95,742,825 
Mettler-Toledo International, Inc. (a) 55,209 41,803,151 
  137,545,976 
Pharmaceuticals - 11.8%   
Bristol-Myers Squibb Co. 5,263,629 331,345,446 
Jazz Pharmaceuticals PLC (a) 126,861 18,185,524 
Merck & Co., Inc. 3,998,000 341,589,120 
Pfizer, Inc. 8,378,627 312,020,069 
Zoetis, Inc. Class A 1,072,203 143,900,365 
  1,147,040,524 
TOTAL HEALTH CARE  2,193,720,771 
INDUSTRIALS - 6.3%   
Electrical Equipment - 0.5%   
Rockwell Automation, Inc. 262,533 50,317,075 
Industrial Conglomerates - 3.0%   
3M Co. 1,291,684 204,938,583 
Roper Technologies, Inc. 233,569 89,143,945 
  294,082,528 
Machinery - 1.8%   
Allison Transmission Holdings, Inc. 269,998 11,933,912 
IDEX Corp. 170,510 27,938,064 
Illinois Tool Works, Inc. 661,208 115,698,176 
Snap-On, Inc. 123,699 19,746,071 
  175,316,223 
Professional Services - 0.1%   
Robert Half International, Inc. 263,398 15,321,862 
Road & Rail - 0.1%   
Landstar System, Inc. (b) 88,792 9,833,714 
Trading Companies & Distributors - 0.8%   
Fastenal Co. 1,287,240 44,898,931 
W.W. Grainger, Inc. 99,328 30,063,606 
  74,962,537 
TOTAL INDUSTRIALS  619,833,939 
INFORMATION TECHNOLOGY - 34.5%   
Communications Equipment - 0.4%   
Arista Networks, Inc. (a) 122,241 27,301,305 
F5 Networks, Inc. (a) 134,723 16,452,373 
  43,753,678 
IT Services - 13.9%   
Accenture PLC Class A 1,297,122 266,182,406 
Automatic Data Processing, Inc. 974,367 166,996,760 
MasterCard, Inc. Class A 1,259,118 397,805,741 
Paychex, Inc. 717,500 61,539,975 
VeriSign, Inc. (a) 233,716 48,645,648 
Visa, Inc. Class A (b) 2,104,018 418,636,461 
  1,359,806,991 
Semiconductors & Semiconductor Equipment - 3.0%   
Maxim Integrated Products, Inc. 609,485 36,642,238 
Texas Instruments, Inc. 2,096,106 252,895,189 
  289,537,427 
Software - 9.5%   
ANSYS, Inc. (a) 183,013 50,205,956 
Cadence Design Systems, Inc. (a) 628,624 45,330,077 
Check Point Software Technologies Ltd. (a) 263,350 30,103,539 
Fortinet, Inc. (a) 318,701 36,765,347 
Intuit, Inc. 583,934 163,723,415 
Manhattan Associates, Inc. (a) 144,122 12,316,666 
Microsoft Corp. 3,240,417 551,616,186 
Paycom Software, Inc. (a) 110,207 35,063,459 
  925,124,645 
Technology Hardware, Storage & Peripherals - 7.7%   
Apple, Inc. 2,424,026 750,260,280 
TOTAL INFORMATION TECHNOLOGY  3,368,483,021 
REAL ESTATE - 1.8%   
Equity Real Estate Investment Trusts (REITs) - 1.8%   
Public Storage 337,137 75,437,775 
Ryman Hospitality Properties, Inc. 115,259 9,800,473 
Simon Property Group, Inc. 691,645 92,092,532 
  177,330,780 
TOTAL COMMON STOCKS   
(Cost $7,824,355,338)  9,739,048,754 
 Principal Amount Value 
U.S. Treasury Obligations - 0.0%   
U.S. Treasury Bills, yield at date of purchase 1.82% 3/19/20 (c)   
(Cost $548,704) 550,000 548,955 
 Shares Value 
Money Market Funds - 2.6%   
Fidelity Cash Central Fund 1.58% (d) 16,949,891 $16,953,281 
Fidelity Securities Lending Cash Central Fund 1.59% (d)(e) 231,170,160 231,193,277 
TOTAL MONEY MARKET FUNDS   
(Cost $248,146,558)  248,146,558 
TOTAL INVESTMENT IN SECURITIES - 102.3%   
(Cost $8,073,050,600)  9,987,744,267 
NET OTHER ASSETS (LIABILITIES) - (2.3)%  (222,948,320) 
NET ASSETS - 100%  $9,764,795,947 

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) 159 March 2020 $25,630,800 $357,112 $357,112 

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 $548,955.

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

 (e) 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 $278,096 
Fidelity Securities Lending Cash Central Fund 138,133 
Total $416,229 

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 January 31, 2020, 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 $590,652,997 $590,652,997 $-- $-- 
Consumer Discretionary 947,291,078 947,291,078 -- -- 
Consumer Staples 1,113,701,466 1,113,701,466 -- -- 
Financials 728,034,702 728,034,702 -- -- 
Health Care 2,193,720,771 2,193,720,771 -- -- 
Industrials 619,833,939 619,833,939 -- -- 
Information Technology 3,368,483,021 3,368,483,021 -- -- 
Real Estate 177,330,780 177,330,780 -- -- 
U.S. Government and Government Agency Obligations 548,955 -- 548,955 -- 
Money Market Funds 248,146,558 248,146,558 -- -- 
Total Investments in Securities: $9,987,744,267 $9,987,195,312 $548,955 $-- 
Derivative Instruments:     
Assets     
Futures Contracts $357,112 $357,112 $-- $-- 
Total Assets $357,112 $357,112 $-- $-- 
Total Derivative Instruments: $357,112 $357,112 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of January 31, 2020. 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) $357,112 $0 
Total Equity Risk 357,112 
Total Value of Derivatives $357,112 $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

  January 31, 2020 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $216,925,289) — See accompanying schedule:
Unaffiliated issuers (cost $7,824,904,042) 
$9,739,597,709  
Fidelity Central Funds (cost $248,146,558) 248,146,558  
Total Investment in Securities (cost $8,073,050,600)  $9,987,744,267 
Segregated cash with brokers for derivative instruments  420,244 
Cash  252,861 
Receivable for fund shares sold  3,056,325 
Dividends receivable  17,730,012 
Distributions receivable from Fidelity Central Funds  62,309 
Prepaid expenses  9,032 
Other receivables  25 
Total assets  10,009,275,075 
Liabilities   
Payable for investments purchased $10,267,510  
Payable for fund shares redeemed 1,649,821  
Accrued management fee 839,345  
Payable for daily variation margin on futures contracts 479,706  
Other payables and accrued expenses 67,900  
Collateral on securities loaned 231,174,846  
Total liabilities  244,479,128 
Net Assets  $9,764,795,947 
Net Assets consist of:   
Paid in capital  $7,737,593,627 
Total accumulated earnings (loss)  2,027,202,320 
Net Assets  $9,764,795,947 
Net Asset Value, offering price and redemption price per share ($9,764,795,947 ÷ 664,050,092 shares)  $14.70 

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


Statement of Operations

  Six months ended January 31, 2020 (Unaudited) 
Investment Income   
Dividends  $94,659,628 
Interest  11,933 
Income from Fidelity Central Funds (including $138,133 from security lending)  416,229 
Total income  95,087,790 
Expenses   
Management fee $4,700,684  
Custodian fees and expenses 58,539  
Independent trustees' fees and expenses 17,022  
Registration fees 102,257  
Audit 28,254  
Legal 11,593  
Interest 46,746  
Miscellaneous 22,619  
Total expenses before reductions 4,987,714  
Expense reductions (766)  
Total expenses after reductions  4,986,948 
Net investment income (loss)  90,100,842 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 221,534,630  
Fidelity Central Funds 2,577  
Futures contracts 2,749,660  
Total net realized gain (loss)  224,286,867 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 666,826,344  
Fidelity Central Funds (118)  
Futures contracts 267,893  
Total change in net unrealized appreciation (depreciation)  667,094,119 
Net gain (loss)  891,380,986 
Net increase (decrease) in net assets resulting from operations  $981,481,828 

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


Statement of Changes in Net Assets

 Six months ended January 31, 2020 (Unaudited) Year ended July 31, 2019 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $90,100,842 $133,760,106 
Net realized gain (loss) 224,286,867 968,738,185 
Change in net unrealized appreciation (depreciation) 667,094,119 (345,749,271) 
Net increase (decrease) in net assets resulting from operations 981,481,828 756,749,020 
Distributions to shareholders (1,171,850,303) (197,565,929) 
Share transactions   
Proceeds from sales of shares 1,357,462,165 1,813,165,441 
Reinvestment of distributions 869,380,021 138,985,268 
Cost of shares redeemed (1,004,434,147) (1,026,220,857) 
Net increase (decrease) in net assets resulting from share transactions 1,222,408,039 925,929,852 
Total increase (decrease) in net assets 1,032,039,564 1,485,112,943 
Net Assets   
Beginning of period 8,732,756,383 7,247,643,440 
End of period $9,764,795,947 $8,732,756,383 
Other Information   
Shares   
Sold 95,437,620 127,001,447 
Issued in reinvestment of distributions 63,065,977 9,901,495 
Redeemed (69,209,749) (71,472,984) 
Net increase (decrease) 89,293,848 65,429,958 

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


Financial Highlights

Fidelity SAI U.S. Quality Index Fund

 Six months ended (Unaudited) January 31, Years endedJuly 31,    
 2020 2019 2018 2017 2016 A 
Selected Per–Share Data      
Net asset value, beginning of period $15.19 $14.23 $12.27 $10.87 $10.00 
Income from Investment Operations      
Net investment income (loss)B .14 .25 .21 .21 .13 
Net realized and unrealized gain (loss) 1.31 1.10 2.25 1.36 .77 
Total from investment operations 1.45 1.35 2.46 1.57 .90 
Distributions from net investment income (.24) (.19) (.19) (.14) (.03) 
Distributions from net realized gain (1.69) (.20) (.31) (.03) – 
Total distributions (1.94)C (.39) (.50) (.17) (.03) 
Net asset value, end of period $14.70 $15.19 $14.23 $12.27 $10.87 
Total ReturnD,E 10.65% 9.70% 20.71% 14.70% 9.01% 
Ratios to Average Net AssetsF,G      
Expenses before reductions .11%H .19% .20% .21% .25%H 
Expenses net of fee waivers, if any .11%H .15% .15% .15% .15%H 
Expenses net of all reductions .11%H .15% .15% .15% .15%H 
Net investment income (loss) 1.92%H 1.76% 1.55% 1.84% 1.56%H 
Supplemental Data      
Net assets, end of period (000 omitted) $9,764,796 $8,732,756 $7,247,643 $5,093,881 $3,598,609 
Portfolio turnover rateI 62%H 99% 34% 31% 25%H 

 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 distributions of $1.94 per share is comprised of distributions from net investment income of $0.244 and distributions from net realized gain of $1.693 per share.

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

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

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

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

 H Annualized

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

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


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2020

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 LLC (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.

Effective January 1, 2020:

Investment advisers Fidelity Investments Money Management, Inc., FMR Co., Inc., and Fidelity SelectCo, LLC, merged with and into Fidelity Management & Research Company. In connection with the merger transactions, the resulting, merged investment adviser was then redomiciled from Massachusetts to Delaware, changed its corporate structure from a corporation to a limited liability company, and changed its name to "Fidelity Management & Research Company LLC".

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 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 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 January 31, 2020 is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

Book-tax differences are primarily due to futures contracts, market discount, 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 $2,065,366,566 
Gross unrealized depreciation (162,702,107) 
Net unrealized appreciation (depreciation) $1,902,664,459 
Tax cost $8,085,436,920 

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 and 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 $3,066,969,761 and $2,920,299,750, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company LLC (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.

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 LLC (FMR), or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the fund to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. 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 
Fidelity SAI U.S. Quality Index Fund Borrower $85,215,273 1.80% $46,746 

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 $10,939 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 $14,549. 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.

Through arrangements with the Fund's custodian and transfer agent, credits realized as a result of certain uninvested cash balances were used to reduce the Fund's expenses by $766, respectively.

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 and Strategic Advisers Fidelity U.S. Total Stock Fund were the owners of record of approximately 25% and 37%, respectively, of the total outstanding shares of the Fund.

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2019 to January 31, 2020).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2019 
Ending
Account Value
January 31, 2020 
Expenses Paid
During Period-B
August 1, 2019
to January 31, 2020 
Actual .11% $1,000.00 $1,106.50 $.58 
Hypothetical-C  $1,000.00 $1,024.58 $.56 

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

 B Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity SAI U.S. Quality Index Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund, including the fund's sub-advisory agreement (Sub-Advisory Agreement) with Geode Capital Management, LLC (Geode). FMR and the sub-advisers are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its September 2019 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services provided by and the profits realized by Fidelity and Geode from their respective relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and are realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

Approval of Amended and Restated Advisory Contracts. At its September 2019 meeting, the Board also unanimously determined to approve an amended and restated management contract and sub-advisory agreement with Geode (Amended and Restated Contracts) in connection with an upcoming consolidation of certain of Fidelity's advisory businesses. The Board considered that, on or about January 1, 2020, FMR Co., Inc. (FMRC) expects to merge with and into FMR and, after the merger, FMR expects to redomicile as a Delaware limited liability company. The Board also approved the termination of the sub-advisory agreement with FMRC upon the completion of the merger. The Board noted that references to FMR in the Amended and Restated Contracts would be updated to reflect FMR's new form of organization and domicile. The Board also approved amendments that clarify that the fund pays its non-operating expenses, including brokerage commissions and fees and expenses associated with the fund's securities lending program, if applicable. The Board also noted Fidelity's assurance that neither the planned consolidation nor the Amended and Restated Contracts will change the investment processes, the level or nature of services provided, the resources and personnel allocated, trading and compliance operations, or any fees or expenses paid by the fund.

Nature, Extent, and Quality of Services Provided.  The Board considered staffing as it relates to the fund, including the backgrounds of investment personnel of Fidelity and Geode, and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups and with representatives of Geode. The Board considered the structure of the investment personnel compensation programs and whether the structures provide appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

The Trustees also discussed with representatives of Fidelity, at meetings throughout the year, Fidelity's role in, among other things, overseeing compliance with federal securities laws and other applicable requirements by Geode with respect to the fund and monitoring and overseeing the performance and investment capabilities of Geode. The Trustees considered that the Board had received from Fidelity periodic reports about its oversight and due diligence processes, as well as periodic reports regarding the performance of Geode.

The Board also considered the nature, extent and quality of services provided by Geode. The Trustees noted that under the Sub-Advisory Agreement, subject to oversight by Fidelity, Geode is responsible for, among other things, identifying investments and arranging for execution of portfolio transactions to implement the fund's investment strategy. In addition, the Trustees noted that Geode is responsible for providing such reporting as may be requested by Fidelity to fulfill its oversight responsibilities discussed above.

Resources Dedicated to Investment Management and Support Services.  The Board reviewed the general qualifications and capabilities of Fidelity's and Geode's investment staffs, including their size, education, experience, and resources, as well as Fidelity's and Geode's approach to recruiting, managing, and compensating investment personnel. The Board considered that Fidelity's and Geode's investment professionals have extensive resources, tools and capabilities so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously. Additionally, in its deliberations, the Board considered Fidelity's and Geode's trading, risk management, compliance, and technology and operations capabilities and resources, which are integral parts of the investment management process.

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

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

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

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

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

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

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

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

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

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

Fidelity SAI U.S. Quality Index Fund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and above the median of its ASPG for 2018. The Board considered that the Total Mapped Group is dominated by non-factor based index funds (including Fidelity funds) with lower management fees than the fund. The Board further considered that Fidelity believes the management fee is reasonable and that the total expense ratio for the fund ranks below median.

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

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

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

The Board noted that the fund's total expense ratio ranked below the competitive median for 2018.

The Board further considered that FMR has contractually agreed to reimburse the fund to the extent that total operating expenses (with certain exceptions), as a percentage of its average net assets, exceed 0.15% through November 30, 2020.

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

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

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

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

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

The Board also reviewed Fidelity's and Geode's non-fund businesses and potential indirect benefits such businesses may have received as a result of their association with Fidelity's mutual fund business (i.e., fall-out benefits) as well as cases where Fidelity's and Geode's affiliates may benefit from the fund's business. The Board noted that changes to fall-out benefits year-over-year reflect business developments at Fidelity's and Geode's various businesses. The Board considered that a joint ad hoc committee created by it and the boards of other Fidelity funds had recently been established, and meets periodically, to evaluate potential fall-out benefits. The Board noted that the committee was expected to, among other things: (i) discuss the legal framework surrounding potential fall-out benefits; (ii) review the Board's responsibilities and approach to potential fall-out benefits; and (iii) review practices employed by competitor funds regarding the review of potential fall-out benefits. The Board noted that it would consider the committee's findings in connection with future consideration of contract renewals.

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

The Board also considered information regarding the profitability of Geode's relationship with the fund.

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

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

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

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





Fidelity Investments

SV4-SANN-0320
1.9868210.104


Fidelity® SAI U.S. Large Cap Index Fund

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



Semi-Annual Report

January 31, 2020

Fidelity Investments
See the inside front cover for important information about access to your fund’s shareholder reports.


Fidelity Investments

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

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

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

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


Contents

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

Board Approval of Investment Advisory Contracts and Management Fees


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

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2020 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.



Investment Summary (Unaudited)

Top Five Stocks as of January 31, 2020

 % of fund's net assets 
Microsoft Corp. 4.8 
Apple, Inc. 4.8 
Amazon.com, Inc. 3.1 
Facebook, Inc. Class A 1.8 
Berkshire Hathaway, Inc. Class B 1.6 
 16.1 

Top Five Market Sectors as of January 31, 2020

 % of fund's net assets 
Information Technology 24.1 
Health Care 13.8 
Financials 12.6 
Communication Services 10.4 
Consumer Discretionary 9.8 

Asset Allocation (% of fund's net assets)

As of January 31, 2020 * 
   Stocks and Equity Futures 100.1% 
 Short-Term Investments and Net Other Assets (Liabilities)** (0.1)% 


 * Foreign investments - 3.8%

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

Schedule of Investments January 31, 2020 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.8%   
 Shares Value 
COMMUNICATION SERVICES - 10.4%   
Diversified Telecommunication Services - 2.0%   
AT&T, Inc. 3,583,993 $134,829,817 
CenturyLink, Inc. 481,386 6,575,733 
Verizon Communications, Inc. 2,029,110 120,610,298 
  262,015,848 
Entertainment - 1.8%   
Activision Blizzard, Inc. 376,925 22,042,574 
Electronic Arts, Inc. (a) 143,251 15,459,648 
Live Nation Entertainment, Inc. (a) 69,135 4,712,242 
Netflix, Inc. (a) 215,015 74,199,526 
Take-Two Interactive Software, Inc. (a) 55,528 6,921,010 
The Walt Disney Co. 884,296 122,306,980 
  245,641,980 
Interactive Media & Services - 5.1%   
Alphabet, Inc.:   
Class A (a) 147,005 210,625,824 
Class C (a) 146,640 210,315,487 
Facebook, Inc. Class A (a) 1,180,666 238,388,272 
Twitter, Inc. (a) 380,895 12,371,470 
  671,701,053 
Media - 1.4%   
CBS Corp. Class B 265,154 9,049,706 
Charter Communications, Inc. Class A (a)(b) 76,924 39,805,093 
Comcast Corp. Class A 2,227,325 96,198,167 
Discovery Communications, Inc.:   
Class A (a)(b) 77,729 2,274,351 
Class C (non-vtg.) (a) 164,413 4,565,749 
DISH Network Corp. Class A (a) 125,605 4,617,240 
Fox Corp.:   
Class A 173,792 6,444,207 
Class B 79,799 2,899,098 
Interpublic Group of Companies, Inc. 190,217 4,317,926 
News Corp.:   
Class A 190,851 2,599,391 
Class B (b) 59,522 831,522 
Omnicom Group, Inc. 106,821 8,044,690 
  181,647,140 
Wireless Telecommunication Services - 0.1%   
T-Mobile U.S., Inc. (a) 155,315 12,299,395 
TOTAL COMMUNICATION SERVICES  1,373,305,416 
CONSUMER DISCRETIONARY - 9.8%   
Auto Components - 0.1%   
Aptiv PLC 125,250 10,619,948 
BorgWarner, Inc. 101,308 3,473,851 
  14,093,799 
Automobiles - 0.3%   
Ford Motor Co. 1,910,485 16,850,478 
General Motors Co. 616,870 20,597,289 
Harley-Davidson, Inc. (b) 75,711 2,528,747 
  39,976,514 
Distributors - 0.1%   
Genuine Parts Co. 71,280 6,669,670 
LKQ Corp. (a) 150,351 4,914,222 
  11,583,892 
Diversified Consumer Services - 0.0%   
H&R Block, Inc. 95,860 2,223,952 
Hotels, Restaurants & Leisure - 1.9%   
Carnival Corp. 196,521 8,554,559 
Chipotle Mexican Grill, Inc. (a) 12,546 10,874,371 
Darden Restaurants, Inc. 60,150 7,003,265 
Hilton Worldwide Holdings, Inc. 138,435 14,923,293 
Las Vegas Sands Corp. 165,797 10,828,202 
Marriott International, Inc. Class A 133,134 18,646,748 
McDonald's Corp. 369,484 79,058,491 
MGM Mirage, Inc. 252,660 7,847,620 
Norwegian Cruise Line Holdings Ltd. (a) 104,383 5,621,025 
Royal Caribbean Cruises Ltd. 84,336 9,874,059 
Starbucks Corp. 579,425 49,152,623 
Wynn Resorts Ltd. 47,403 5,980,362 
Yum! Brands, Inc. 148,394 15,695,633 
  244,060,251 
Household Durables - 0.4%   
D.R. Horton, Inc. 164,519 9,739,525 
Garmin Ltd. 70,884 6,872,204 
Leggett & Platt, Inc. 64,565 3,072,648 
Lennar Corp. Class A 137,320 9,112,555 
Mohawk Industries, Inc. (a) 29,165 3,840,447 
Newell Brands, Inc. 186,949 3,651,114 
NVR, Inc. (a) 1,704 6,504,117 
PulteGroup, Inc. 124,980 5,580,357 
Whirlpool Corp. (b) 31,006 4,532,147 
  52,905,114 
Internet & Direct Marketing Retail - 3.6%   
Amazon.com, Inc. (a) 204,329 410,439,749 
eBay, Inc. 375,178 12,590,974 
Expedia, Inc. 68,560 7,435,332 
The Booking Holdings, Inc. (a) 20,535 37,590,344 
  468,056,399 
Leisure Products - 0.0%   
Hasbro, Inc. 62,433 6,360,050 
Multiline Retail - 0.5%   
Dollar General Corp. 124,910 19,162,443 
Dollar Tree, Inc. (a) 116,108 10,109,524 
Kohl's Corp. 76,808 3,283,542 
Macy's, Inc. (b) 151,630 2,418,499 
Nordstrom, Inc. (b) 52,620 1,939,573 
Target Corp. 248,615 27,531,625 
  64,445,206 
Specialty Retail - 2.2%   
Advance Auto Parts, Inc. 33,978 4,476,602 
AutoZone, Inc. (a) 11,690 12,367,552 
Best Buy Co., Inc. 111,724 9,461,906 
CarMax, Inc. (a)(b) 80,671 7,828,314 
Gap, Inc. 104,556 1,820,320 
L Brands, Inc. 113,943 2,638,920 
Lowe's Companies, Inc. 376,047 43,711,703 
O'Reilly Automotive, Inc. (a) 37,119 15,074,026 
Ross Stores, Inc. 177,470 19,910,359 
The Home Depot, Inc. 535,184 122,075,470 
Tiffany & Co., Inc. 52,960 7,097,699 
TJX Companies, Inc. 594,954 35,126,084 
Tractor Supply Co. 58,080 5,398,536 
Ulta Beauty, Inc. (a) 28,044 7,513,268 
  294,500,759 
Textiles, Apparel & Luxury Goods - 0.7%   
Capri Holdings Ltd. (a) 74,436 2,230,103 
Hanesbrands, Inc. 177,495 2,442,331 
NIKE, Inc. Class B 611,325 58,870,598 
PVH Corp. 36,373 3,170,634 
Ralph Lauren Corp. 24,398 2,769,173 
Tapestry, Inc. 135,368 3,488,433 
Under Armour, Inc.:   
Class A (sub. vtg.) (a)(b) 92,642 1,869,516 
Class C (non-vtg.) (a)(b) 95,107 1,708,122 
VF Corp. 160,666 13,330,458 
  89,879,368 
TOTAL CONSUMER DISCRETIONARY  1,288,085,304 
CONSUMER STAPLES - 7.2%   
Beverages - 1.9%   
Brown-Forman Corp. Class B (non-vtg.) 89,390 6,046,340 
Constellation Brands, Inc. Class A (sub. vtg.) 82,178 15,474,117 
Molson Coors Beverage Co. Class B 92,163 5,122,420 
Monster Beverage Corp. (a) 187,297 12,473,980 
PepsiCo, Inc. 684,142 97,161,847 
The Coca-Cola Co. 1,891,860 110,484,624 
  246,763,328 
Food & Staples Retailing - 1.5%   
Costco Wholesale Corp. 216,749 66,221,154 
Kroger Co. 393,473 10,568,685 
Sysco Corp. 250,330 20,562,106 
Walgreens Boots Alliance, Inc. 367,832 18,704,257 
Walmart, Inc. 695,992 79,684,124 
  195,740,326 
Food Products - 1.1%   
Archer Daniels Midland Co. 273,121 12,224,896 
Campbell Soup Co. (b) 82,879 4,010,515 
Conagra Brands, Inc. 238,762 7,860,045 
General Mills, Inc. 296,528 15,484,692 
Hormel Foods Corp. 136,426 6,447,493 
Kellogg Co. 122,164 8,332,806 
Lamb Weston Holdings, Inc. 71,661 6,543,366 
McCormick & Co., Inc. (non-vtg.) 60,627 9,904,633 
Mondelez International, Inc. 706,412 40,533,921 
The Hershey Co. 72,764 11,290,790 
The J.M. Smucker Co. 55,957 5,797,705 
The Kraft Heinz Co. 305,547 8,921,972 
Tyson Foods, Inc. Class A 144,824 11,966,807 
  149,319,641 
Household Products - 1.7%   
Church & Dwight Co., Inc. 120,396 8,935,791 
Clorox Co. 61,572 9,685,891 
Colgate-Palmolive Co. 420,477 31,022,793 
Kimberly-Clark Corp. 168,184 24,090,676 
Procter & Gamble Co. 1,223,518 152,474,813 
  226,209,964 
Personal Products - 0.2%   
Coty, Inc. Class A 145,447 1,492,286 
Estee Lauder Companies, Inc. Class A 109,184 21,308,349 
  22,800,635 
Tobacco - 0.8%   
Altria Group, Inc. 916,541 43,563,194 
Philip Morris International, Inc. 763,346 63,128,714 
  106,691,908 
TOTAL CONSUMER STAPLES  947,525,802 
ENERGY - 3.9%   
Energy Equipment & Services - 0.4%   
Baker Hughes, A GE Co. Class A 318,834 6,905,944 
Halliburton Co. 430,654 9,392,564 
Helmerich & Payne, Inc. 53,254 2,159,450 
National Oilwell Varco, Inc. 189,285 3,901,164 
Schlumberger Ltd. 679,194 22,759,791 
TechnipFMC PLC 206,168 3,403,834 
  48,522,747 
Oil, Gas & Consumable Fuels - 3.5%   
Apache Corp. 184,488 5,062,351 
Cabot Oil & Gas Corp. 200,130 2,819,832 
Chevron Corp. 927,704 99,394,207 
Cimarex Energy Co. 49,982 2,193,710 
Concho Resources, Inc. 98,628 7,474,030 
ConocoPhillips Co. 538,343 31,993,724 
Devon Energy Corp. 189,862 4,123,803 
Diamondback Energy, Inc. 79,059 5,881,990 
EOG Resources, Inc. 285,425 20,810,337 
Exxon Mobil Corp. 2,075,872 128,953,169 
Hess Corp. 127,070 7,188,350 
HollyFrontier Corp. 72,845 3,272,197 
Kinder Morgan, Inc. 955,668 19,944,791 
Marathon Oil Corp. 392,444 4,462,088 
Marathon Petroleum Corp. 318,570 17,362,065 
Noble Energy, Inc. 234,657 4,639,169 
Occidental Petroleum Corp. 438,276 17,408,323 
ONEOK, Inc. 202,668 15,173,753 
Phillips 66 Co. 218,012 19,919,756 
Pioneer Natural Resources Co. 81,269 10,971,315 
The Williams Companies, Inc. 594,646 12,303,226 
Valero Energy Corp. 201,475 16,986,357 
  458,338,543 
TOTAL ENERGY  506,861,290 
FINANCIALS - 12.6%   
Banks - 5.2%   
Bank of America Corp. 3,971,884 130,396,952 
BB&T Corp. 657,958 33,930,894 
Citigroup, Inc. 1,071,124 79,702,337 
Citizens Financial Group, Inc. 213,277 7,950,967 
Comerica, Inc. 70,719 4,325,174 
Fifth Third Bancorp 348,174 9,905,550 
First Republic Bank 82,684 9,168,002 
Huntington Bancshares, Inc. 506,678 6,875,620 
JPMorgan Chase & Co. 1,538,832 203,679,804 
KeyCorp 483,233 9,041,289 
M&T Bank Corp. 64,742 10,910,322 
Peoples United Financial, Inc. 217,869 3,359,540 
PNC Financial Services Group, Inc. 214,978 31,934,982 
Regions Financial Corp. 473,253 7,368,549 
SVB Financial Group (a) 25,300 6,080,349 
U.S. Bancorp 697,322 37,111,477 
Wells Fargo & Co. 1,888,264 88,635,112 
Zions Bancorp NA 83,629 3,804,283 
  684,181,203 
Capital Markets - 2.8%   
Ameriprise Financial, Inc. 62,160 10,281,886 
Bank of New York Mellon Corp. 411,729 18,437,225 
BlackRock, Inc. Class A 57,860 30,512,471 
Cboe Global Markets, Inc. 54,391 6,702,059 
Charles Schwab Corp. 560,914 25,549,633 
CME Group, Inc. 175,820 38,172,280 
E*TRADE Financial Corp. 110,835 4,723,788 
Franklin Resources, Inc. (b) 136,835 3,461,926 
Goldman Sachs Group, Inc. 156,350 37,172,213 
Intercontinental Exchange, Inc. 273,204 27,249,367 
Invesco Ltd. 182,584 3,158,703 
MarketAxess Holdings, Inc. 18,606 6,589,873 
Moody's Corp. 79,662 20,456,405 
Morgan Stanley 603,529 31,540,426 
MSCI, Inc. 41,559 11,877,562 
Northern Trust Corp. 103,953 10,167,643 
Raymond James Financial, Inc. 60,573 5,538,189 
S&P Global, Inc. 119,909 35,220,871 
State Street Corp. 178,400 13,492,392 
T. Rowe Price Group, Inc. 114,648 15,308,947 
The NASDAQ OMX Group, Inc. 56,295 6,556,116 
  362,169,975 
Consumer Finance - 0.7%   
American Express Co. 329,199 42,753,074 
Capital One Financial Corp. 228,493 22,803,601 
Discover Financial Services 153,793 11,554,468 
Synchrony Financial 291,671 9,453,057 
  86,564,200 
Diversified Financial Services - 1.6%   
Berkshire Hathaway, Inc. Class B (a) 959,678 215,380,534 
Insurance - 2.3%   
AFLAC, Inc. 360,128 18,571,801 
Allstate Corp. 158,942 18,840,985 
American International Group, Inc. 426,815 21,451,722 
Aon PLC 114,874 25,300,999 
Arthur J. Gallagher & Co. 91,514 9,386,591 
Assurant, Inc. 29,749 3,884,029 
Chubb Ltd. 222,351 33,795,128 
Cincinnati Financial Corp. 74,545 7,823,498 
Everest Re Group Ltd. 20,008 5,533,613 
Globe Life, Inc. 48,880 5,096,229 
Hartford Financial Services Group, Inc. 176,834 10,482,720 
Lincoln National Corp. 97,300 5,300,904 
Loews Corp. 125,501 6,457,026 
Marsh & McLennan Companies, Inc. 247,603 27,696,872 
MetLife, Inc. 383,511 19,064,332 
Principal Financial Group, Inc. 126,692 6,708,341 
Progressive Corp. 286,832 23,144,474 
Prudential Financial, Inc. 197,227 17,959,491 
The Travelers Companies, Inc. 126,636 16,667,830 
Unum Group 101,192 2,700,814 
W.R. Berkley Corp. 71,191 5,234,674 
Willis Group Holdings PLC 63,081 13,328,384 
  304,430,457 
TOTAL FINANCIALS  1,652,726,369 
HEALTH CARE - 13.8%   
Biotechnology - 1.8%   
AbbVie, Inc. 725,541 58,783,332 
Alexion Pharmaceuticals, Inc. (a) 108,570 10,790,772 
Amgen, Inc. 291,520 62,982,896 
Biogen, Inc. (a) 88,529 23,801,022 
Gilead Sciences, Inc. 620,707 39,228,682 
Incyte Corp. (a) 87,713 6,409,189 
Regeneron Pharmaceuticals, Inc. (a) 39,191 13,244,207 
Vertex Pharmaceuticals, Inc. (a) 126,164 28,645,536 
  243,885,636 
Health Care Equipment & Supplies - 3.6%   
Abbott Laboratories 867,125 75,561,273 
Abiomed, Inc. (a) 22,154 4,127,069 
Align Technology, Inc. (a) 35,187 9,046,578 
Baxter International, Inc. 250,490 22,348,718 
Becton, Dickinson & Co. 132,694 36,514,735 
Boston Scientific Corp. (a) 683,840 28,632,381 
Danaher Corp. 313,640 50,455,267 
Dentsply Sirona, Inc. 109,121 6,110,776 
Edwards Lifesciences Corp. (a) 102,329 22,498,054 
Hologic, Inc. (a) 131,557 7,040,931 
IDEXX Laboratories, Inc. (a) 42,087 11,405,998 
Intuitive Surgical, Inc. (a) 56,703 31,741,205 
Medtronic PLC 657,620 75,915,653 
ResMed, Inc. 70,545 11,214,539 
STERIS PLC 41,596 6,268,101 
Stryker Corp. 157,973 33,284,911 
Teleflex, Inc. 22,714 8,438,478 
The Cooper Companies, Inc. 24,322 8,437,059 
Varian Medical Systems, Inc. (a) 44,596 6,268,860 
Zimmer Biomet Holdings, Inc. 100,913 14,925,033 
  470,235,619 
Health Care Providers & Services - 2.7%   
AmerisourceBergen Corp. 73,751 6,310,136 
Anthem, Inc. 124,404 33,001,893 
Cardinal Health, Inc. 143,497 7,348,481 
Centene Corp. (a) 286,429 17,990,605 
Cigna Corp. 183,210 35,245,940 
CVS Health Corp. 638,281 43,288,217 
DaVita HealthCare Partners, Inc. (a) 43,998 3,514,120 
HCA Holdings, Inc. 129,798 18,015,962 
Henry Schein, Inc. (a)(b) 71,994 4,963,266 
Humana, Inc. 64,971 21,845,849 
Laboratory Corp. of America Holdings (a) 47,640 8,356,056 
McKesson Corp. 88,404 12,607,294 
Quest Diagnostics, Inc. 66,086 7,313,738 
UnitedHealth Group, Inc. 464,823 126,641,026 
Universal Health Services, Inc. Class B 39,409 5,403,368 
  351,845,951 
Health Care Technology - 0.1%   
Cerner Corp. 154,103 11,069,218 
Life Sciences Tools & Services - 1.0%   
Agilent Technologies, Inc. 151,832 12,535,250 
Illumina, Inc. (a) 72,121 20,920,138 
IQVIA Holdings, Inc. (a) 88,535 13,745,059 
Mettler-Toledo International, Inc. (a) 11,949 9,047,544 
PerkinElmer, Inc. 54,507 5,040,807 
Thermo Fisher Scientific, Inc. 196,735 61,615,435 
Waters Corp. (a)(b) 31,613 7,074,673 
  129,978,906 
Pharmaceuticals - 4.6%   
Allergan PLC 161,060 30,060,238 
Bristol-Myers Squibb Co. 1,150,109 72,399,362 
Eli Lilly & Co. 414,534 57,885,528 
Johnson & Johnson 1,291,255 192,229,132 
Merck & Co., Inc. 1,249,116 106,724,471 
Mylan NV (a) 253,222 5,424,015 
Perrigo Co. PLC 66,777 3,808,960 
Pfizer, Inc. 2,715,160 101,112,558 
Zoetis, Inc. Class A 233,683 31,362,595 
  601,006,859 
TOTAL HEALTH CARE  1,808,022,189 
INDUSTRIALS - 9.0%   
Aerospace & Defense - 2.5%   
Arconic, Inc. 190,050 5,691,998 
General Dynamics Corp. 114,971 20,170,512 
Harris Corp. 108,459 24,005,230 
Huntington Ingalls Industries, Inc. 20,066 5,237,226 
Lockheed Martin Corp. 121,784 52,138,166 
Northrop Grumman Corp. 76,898 28,803,684 
Raytheon Co. 136,628 30,186,590 
Textron, Inc. 111,988 5,143,609 
The Boeing Co. 262,311 83,485,722 
TransDigm Group, Inc. 24,433 15,717,260 
United Technologies Corp. 398,049 59,786,960 
  330,366,957 
Air Freight & Logistics - 0.5%   
C.H. Robinson Worldwide, Inc. (b) 66,355 4,792,158 
Expeditors International of Washington, Inc. 83,554 6,102,784 
FedEx Corp. 117,766 17,033,674 
United Parcel Service, Inc. Class B 343,806 35,590,797 
  63,519,413 
Airlines - 0.3%   
Alaska Air Group, Inc. 60,430 3,903,174 
American Airlines Group, Inc. 191,272 5,133,740 
Delta Air Lines, Inc. 282,404 15,741,199 
Southwest Airlines Co. 232,383 12,776,417 
United Continental Holdings, Inc. (a) 106,769 7,986,321 
  45,540,851 
Building Products - 0.3%   
A.O. Smith Corp. 67,242 2,870,561 
Allegion PLC (b) 45,587 5,895,311 
Fortune Brands Home & Security, Inc. 68,270 4,690,832 
Johnson Controls International PLC 378,476 14,930,878 
Masco Corp. 139,386 6,623,623 
  35,011,205 
Commercial Services & Supplies - 0.4%   
Cintas Corp. 41,131 11,474,315 
Copart, Inc. (a) 100,363 10,182,830 
Republic Services, Inc. 103,345 9,822,942 
Rollins, Inc. 69,084 2,621,738 
Waste Management, Inc. 191,491 23,304,455 
  57,406,280 
Construction & Engineering - 0.1%   
Jacobs Engineering Group, Inc. 66,477 6,151,117 
Quanta Services, Inc. 69,811 2,733,101 
  8,884,218 
Electrical Equipment - 0.5%   
AMETEK, Inc. 112,156 10,895,955 
Eaton Corp. PLC 202,822 19,160,594 
Emerson Electric Co. 298,863 21,407,557 
Rockwell Automation, Inc. 56,689 10,865,014 
  62,329,120 
Industrial Conglomerates - 1.4%   
3M Co. 282,132 44,763,063 
General Electric Co. 4,284,868 53,346,607 
Honeywell International, Inc. 350,568 60,725,389 
Roper Technologies, Inc. 51,054 19,485,270 
  178,320,329 
Machinery - 1.5%   
Caterpillar, Inc. 271,146 35,615,027 
Cummins, Inc. 75,165 12,024,145 
Deere & Co. 154,483 24,497,914 
Dover Corp. 71,272 8,114,317 
Flowserve Corp. 64,200 2,996,856 
Fortive Corp. 144,983 10,863,576 
IDEX Corp. 37,317 6,114,390 
Illinois Tool Works, Inc. 143,498 25,109,280 
Ingersoll-Rand PLC 117,553 15,661,586 
PACCAR, Inc. 169,695 12,593,066 
Parker Hannifin Corp. 63,027 12,333,754 
Pentair PLC 82,469 3,540,394 
Snap-On, Inc. 26,908 4,295,324 
Stanley Black & Decker, Inc. 74,580 11,882,831 
Westinghouse Air Brake Co. 89,341 6,598,726 
Xylem, Inc. 88,351 7,214,743 
  199,455,929 
Professional Services - 0.3%   
Equifax, Inc. 59,406 8,904,959 
IHS Markit Ltd. 196,737 15,514,680 
Nielsen Holdings PLC 174,555 3,560,922 
Robert Half International, Inc. 57,676 3,355,013 
Verisk Analytics, Inc. 80,399 13,062,426 
  44,398,000 
Road & Rail - 1.0%   
CSX Corp. 381,526 29,125,695 
J.B. Hunt Transport Services, Inc. 41,831 4,514,820 
Kansas City Southern 48,631 8,203,563 
Norfolk Southern Corp. 127,928 26,635,889 
Old Dominion Freight Lines, Inc. 31,331 6,148,082 
Union Pacific Corp. 340,589 61,108,478 
  135,736,527 
Trading Companies & Distributors - 0.2%   
Fastenal Co. 281,384 9,814,674 
United Rentals, Inc. (a)(b) 36,872 5,003,162 
W.W. Grainger, Inc. 21,407 6,479,257 
  21,297,093 
TOTAL INDUSTRIALS  1,182,265,922 
INFORMATION TECHNOLOGY - 24.1%   
Communications Equipment - 0.9%   
Arista Networks, Inc. (a)(b) 26,613 5,943,747 
Cisco Systems, Inc. 2,081,345 95,679,430 
F5 Networks, Inc. (a) 29,826 3,642,351 
Juniper Networks, Inc. 164,203 3,766,817 
Motorola Solutions, Inc. 84,061 14,878,797 
  123,911,142 
Electronic Equipment & Components - 0.5%   
Amphenol Corp. Class A 145,466 14,469,503 
CDW Corp. 70,493 9,195,812 
Corning, Inc. (b) 377,333 10,071,018 
FLIR Systems, Inc. 65,817 3,392,208 
IPG Photonics Corp. (a)(b) 17,456 2,228,608 
Keysight Technologies, Inc. (a) 92,029 8,557,777 
TE Connectivity Ltd. 164,100 15,126,738 
Zebra Technologies Corp. Class A (a) 26,455 6,323,274 
  69,364,938 
IT Services - 5.6%   
Accenture PLC Class A 311,577 63,938,716 
Akamai Technologies, Inc. (a) 79,285 7,401,255 
Alliance Data Systems Corp. 20,128 2,068,957 
Automatic Data Processing, Inc. 212,291 36,384,554 
Broadridge Financial Solutions, Inc. 56,247 6,701,830 
Cognizant Technology Solutions Corp. Class A 268,647 16,489,553 
DXC Technology Co. 125,592 4,003,873 
Fidelity National Information Services, Inc. 301,536 43,318,662 
Fiserv, Inc. (a) 280,200 33,234,522 
FleetCor Technologies, Inc. (a) 42,576 13,421,232 
Gartner, Inc. (a) 43,887 7,056,152 
Global Payments, Inc. 147,456 28,820,275 
IBM Corp. 434,511 62,452,266 
Jack Henry & Associates, Inc. 37,746 5,644,537 
Leidos Holdings, Inc. 65,287 6,559,385 
MasterCard, Inc. Class A 435,540 137,604,508 
Paychex, Inc. 156,297 13,405,594 
PayPal Holdings, Inc. (a) 576,084 65,610,207 
The Western Union Co. 205,692 5,533,115 
VeriSign, Inc. (a) 50,690 10,550,617 
Visa, Inc. Class A 839,866 167,108,138 
  737,307,948 
Semiconductors & Semiconductor Equipment - 4.2%   
Advanced Micro Devices, Inc. (a) 546,371 25,679,437 
Analog Devices, Inc. 180,697 19,831,496 
Applied Materials, Inc. 453,214 26,281,880 
Broadcom, Inc. 194,615 59,388,713 
Intel Corp. 2,134,207 136,439,854 
KLA-Tencor Corp. 77,417 12,831,094 
Lam Research Corp. 71,179 21,226,290 
Maxim Integrated Products, Inc. 132,765 7,981,832 
Microchip Technology, Inc. 117,247 11,429,238 
Micron Technology, Inc. (a) 543,143 28,835,462 
NVIDIA Corp. 300,261 70,990,708 
Qorvo, Inc. (a) 56,998 6,033,808 
Qualcomm, Inc. 560,214 47,791,856 
Skyworks Solutions, Inc. 83,590 9,458,209 
Texas Instruments, Inc. 458,622 55,332,744 
Xilinx, Inc. 123,374 10,422,636 
  549,955,257 
Software - 7.7%   
Adobe, Inc. (a) 237,500 83,395,750 
ANSYS, Inc. (a) 41,988 11,518,568 
Autodesk, Inc. (a) 107,953 21,250,548 
Cadence Design Systems, Inc. (a) 137,665 9,927,023 
Citrix Systems, Inc. 60,056 7,279,988 
Fortinet, Inc. (a) 69,648 8,034,593 
Intuit, Inc. 127,712 35,807,891 
Microsoft Corp. 3,742,862 637,147,387 
Nortonlifelock, Inc. 281,315 7,994,972 
Oracle Corp. 1,062,913 55,749,787 
Paycom Software, Inc. (a) 24,067 7,657,157 
Salesforce.com, Inc. (a) 435,182 79,338,030 
ServiceNow, Inc. (a) 92,531 31,296,760 
Synopsys, Inc. (a) 73,756 10,879,748 
  1,007,278,202 
Technology Hardware, Storage & Peripherals - 5.2%   
Apple, Inc. 2,049,167 634,237,678 
Hewlett Packard Enterprise Co. 634,855 8,843,530 
HP, Inc. 727,061 15,500,941 
NetApp, Inc. 111,971 5,979,251 
Seagate Technology LLC 113,424 6,464,034 
Western Digital Corp. 145,912 9,557,236 
Xerox Holdings Corp. 91,215 3,244,518 
  683,827,188 
TOTAL INFORMATION TECHNOLOGY  3,171,644,675 
MATERIALS - 2.5%   
Chemicals - 1.8%   
Air Products & Chemicals, Inc. 108,150 25,816,487 
Albemarle Corp. U.S. (b) 52,021 4,176,246 
Celanese Corp. Class A 59,304 6,137,964 
CF Industries Holdings, Inc. 106,675 4,296,869 
Corteva, Inc. 367,180 10,618,846 
Dow, Inc. 363,791 16,759,851 
DuPont de Nemours, Inc. 363,453 18,601,525 
Eastman Chemical Co. 66,710 4,754,422 
Ecolab, Inc. 123,036 24,128,590 
FMC Corp. 63,592 6,078,759 
International Flavors & Fragrances, Inc. (b) 52,386 6,868,328 
Linde PLC 263,552 53,535,318 
LyondellBasell Industries NV Class A 125,954 9,806,778 
PPG Industries, Inc. 116,015 13,903,238 
Sherwin-Williams Co. 40,307 22,450,596 
The Mosaic Co. 171,534 3,403,235 
  231,337,052 
Construction Materials - 0.1%   
Martin Marietta Materials, Inc. 30,664 8,089,163 
Vulcan Materials Co. 64,936 9,196,886 
  17,286,049 
Containers & Packaging - 0.3%   
Amcor PLC 794,877 8,417,747 
Avery Dennison Corp. 40,969 5,376,772 
Ball Corp. 160,498 11,584,746 
International Paper Co. 192,379 7,833,673 
Packaging Corp. of America 46,441 4,446,726 
Sealed Air Corp. 75,808 2,691,184 
WestRock Co. 126,525 4,934,475 
  45,285,323 
Metals & Mining - 0.3%   
Freeport-McMoRan, Inc. 711,838 7,901,402 
Newmont Corp. 402,233 18,124,619 
Nucor Corp. 148,761 7,064,660 
  33,090,681 
TOTAL MATERIALS  326,999,105 
REAL ESTATE - 3.0%   
Equity Real Estate Investment Trusts (REITs) - 2.9%   
Alexandria Real Estate Equities, Inc. 60,152 9,816,806 
American Tower Corp. 217,316 50,360,810 
Apartment Investment & Management Co. Class A 73,043 3,850,097 
AvalonBay Communities, Inc. 68,522 14,848,032 
Boston Properties, Inc. 70,551 10,113,486 
Crown Castle International Corp. 203,985 30,565,112 
Digital Realty Trust, Inc. 102,402 12,594,422 
Duke Realty Corp. 180,339 6,548,109 
Equinix, Inc. 41,840 24,674,303 
Equity Residential (SBI) 171,267 14,228,862 
Essex Property Trust, Inc. 32,422 10,043,039 
Extra Space Storage, Inc. 63,541 7,032,718 
Federal Realty Investment Trust (SBI) 34,459 4,308,064 
HCP, Inc. 242,831 8,739,488 
Host Hotels & Resorts, Inc. 351,854 5,749,294 
Iron Mountain, Inc. 140,870 4,452,901 
Kimco Realty Corp. 207,144 3,946,093 
Mid-America Apartment Communities, Inc. 55,966 7,679,095 
Prologis, Inc. 309,951 28,788,249 
Public Storage 73,704 16,492,007 
Realty Income Corp. 159,903 12,537,994 
Regency Centers Corp. 82,208 5,100,184 
SBA Communications Corp. Class A 55,244 13,786,693 
Simon Property Group, Inc. 150,550 20,045,733 
SL Green Realty Corp. 39,991 3,680,772 
UDR, Inc. 143,779 6,888,452 
Ventas, Inc. 182,869 10,580,800 
Vornado Realty Trust 77,716 5,111,381 
Welltower, Inc. 199,072 16,903,204 
Weyerhaeuser Co. 365,580 10,583,541 
  380,049,741 
Real Estate Management & Development - 0.1%   
CBRE Group, Inc. (a) 164,239 10,026,791 
TOTAL REAL ESTATE  390,076,532 
UTILITIES - 3.5%   
Electric Utilities - 2.2%   
Alliant Energy Corp. 117,920 6,999,731 
American Electric Power Co., Inc. 242,346 25,257,300 
Duke Energy Corp. 357,679 34,920,201 
Edison International 175,937 13,467,977 
Entergy Corp. 97,685 12,847,531 
Evergy, Inc. 111,813 8,068,426 
Eversource Energy 158,845 14,683,632 
Exelon Corp. 476,935 22,697,337 
FirstEnergy Corp. 265,088 13,463,820 
NextEra Energy, Inc. 239,806 64,315,969 
Pinnacle West Capital Corp. 55,148 5,387,408 
PPL Corp. 354,732 12,837,751 
Southern Co. 514,533 36,223,123 
Xcel Energy, Inc. 257,277 17,800,996 
  288,971,202 
Gas Utilities - 0.0%   
Atmos Energy Corp. 58,555 6,852,692 
Independent Power and Renewable Electricity Producers - 0.1%   
NRG Energy, Inc. 123,435 4,553,517 
The AES Corp. 325,715 6,468,700 
  11,022,217 
Multi-Utilities - 1.1%   
Ameren Corp. 120,708 9,904,091 
CenterPoint Energy, Inc. 246,402 6,524,725 
CMS Energy Corp. 139,258 9,540,566 
Consolidated Edison, Inc. 163,097 15,331,118 
Dominion Energy, Inc. 403,827 34,628,165 
DTE Energy Co. 94,251 12,498,625 
NiSource, Inc. 183,261 5,371,380 
Public Service Enterprise Group, Inc. 248,121 14,688,763 
Sempra Energy 138,305 22,217,315 
WEC Energy Group, Inc. 154,761 15,459,076 
  146,163,824 
Water Utilities - 0.1%   
American Water Works Co., Inc. 88,695 12,080,259 
TOTAL UTILITIES  465,090,194 
TOTAL COMMON STOCKS   
(Cost $9,112,238,231)  13,112,602,798 
 Principal Amount Value 
U.S. Treasury Obligations - 0.0%   
U.S. Treasury Bills, yield at date of purchase 1.82% to 1.91% 2/27/20 to 3/19/20 (c)   
(Cost $2,196,811) 2,200,000 2,197,659 
 Shares Value 
Money Market Funds - 0.7%   
Fidelity Cash Central Fund 1.58% (d) 48,061,060 $48,070,672 
Fidelity Securities Lending Cash Central Fund 1.59% (d)(e) 46,587,194 46,591,853 
TOTAL MONEY MARKET FUNDS   
(Cost $94,662,525)  94,662,525 
TOTAL INVESTMENT IN SECURITIES - 100.5%   
(Cost $9,209,097,567)  13,209,462,982 
NET OTHER ASSETS (LIABILITIES) - (0.5)%  (64,110,754) 
NET ASSETS - 100%  $13,145,352,228 

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) 237 March 2020 $38,204,400 $(113,038) $(113,038) 

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 $1,752,096.

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

 (e) 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 $440,565 
Fidelity Securities Lending Cash Central Fund 351,128 
Total $791,693 

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 January 31, 2020, 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 $1,373,305,416 $1,373,305,416 $-- $-- 
Consumer Discretionary 1,288,085,304 1,288,085,304 -- -- 
Consumer Staples 947,525,802 947,525,802 -- -- 
Energy 506,861,290 506,861,290 -- -- 
Financials 1,652,726,369 1,652,726,369 -- -- 
Health Care 1,808,022,189 1,808,022,189 -- -- 
Industrials 1,182,265,922 1,182,265,922 -- -- 
Information Technology 3,171,644,675 3,171,644,675 -- -- 
Materials 326,999,105 326,999,105 -- -- 
Real Estate 390,076,532 390,076,532 -- -- 
Utilities 465,090,194 465,090,194 -- -- 
U.S. Government and Government Agency Obligations 2,197,659 -- 2,197,659 -- 
Money Market Funds 94,662,525 94,662,525 -- -- 
Total Investments in Securities: $13,209,462,982 $13,207,265,323 $2,197,659 $-- 
Derivative Instruments:     
Liabilities     
Futures Contracts $(113,038) $(113,038) $-- $-- 
Total Liabilities $(113,038) $(113,038) $-- $-- 
Total Derivative Instruments: $(113,038) $(113,038) $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of January 31, 2020. 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) $0 $(113,038) 
Total Equity Risk (113,038) 
Total Value of Derivatives $0 $(113,038) 

 (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

  January 31, 2020 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $45,636,693) — See accompanying schedule:
Unaffiliated issuers (cost $9,114,435,042) 
$13,114,800,457  
Fidelity Central Funds (cost $94,662,525) 94,662,525  
Total Investment in Securities (cost $9,209,097,567)  $13,209,462,982 
Receivable for fund shares sold  40,208,369 
Dividends receivable  14,077,300 
Distributions receivable from Fidelity Central Funds  52,751 
Prepaid expenses  13,811 
Receivable from investment adviser for expense reductions  456 
Other receivables  147 
Total assets  13,263,815,816 
Liabilities   
Payable for investments purchased $59,331,668  
Payable for fund shares redeemed 8,071,889  
Accrued management fee 192,407  
Payable for daily variation margin on futures contracts 809,486  
Deferred dividend income 3,363,168  
Other payables and accrued expenses 96,659  
Collateral on securities loaned 46,598,311  
Total liabilities  118,463,588 
Net Assets  $13,145,352,228 
Net Assets consist of:   
Paid in capital  $8,958,190,221 
Total accumulated earnings (loss)  4,187,162,007 
Net Assets  $13,145,352,228 
Net Asset Value, offering price and redemption price per share ($13,145,352,228 ÷ 760,986,175 shares)  $17.27 

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


Statement of Operations

  Six months ended January 31, 2020 (Unaudited) 
Investment Income   
Dividends  $151,474,132 
Interest  24,437 
Income from Fidelity Central Funds (including $351,128 from security lending)  791,693 
Total income  152,290,262 
Expenses   
Management fee $1,143,736  
Custodian fees and expenses 131,180  
Independent trustees' fees and expenses 27,957  
Registration fees 89,981  
Audit 28,412  
Legal 20,050  
Interest 264,820  
Miscellaneous 39,148  
Total expenses before reductions 1,745,284  
Expense reductions (293,553)  
Total expenses after reductions  1,451,731 
Net investment income (loss)  150,838,531 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 393,590,740  
Fidelity Central Funds 9,141  
Futures contracts 4,742,192  
Total net realized gain (loss)  398,342,073 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 941,642,867  
Futures contracts (197,441)  
Total change in net unrealized appreciation (depreciation)  941,445,426 
Net gain (loss)  1,339,787,499 
Net increase (decrease) in net assets resulting from operations  $1,490,626,030 

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


Statement of Changes in Net Assets

 Six months ended January 31, 2020 (Unaudited) Year ended July 31, 2019 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $150,838,531 $263,358,895 
Net realized gain (loss) 398,342,073 2,241,432 
Change in net unrealized appreciation (depreciation) 941,445,426 789,272,776 
Net increase (decrease) in net assets resulting from operations 1,490,626,030 1,054,873,103 
Distributions to shareholders (277,507,662) (252,730,587) 
Share transactions   
Proceeds from sales of shares 7,979,829,090 8,580,156,047 
Reinvestment of distributions 184,843,687 50,761,849 
Cost of shares redeemed (10,279,415,227) (9,078,580,860) 
Net increase (decrease) in net assets resulting from share transactions (2,114,742,450) (447,662,964) 
Total increase (decrease) in net assets (901,624,082) 354,479,552 
Net Assets   
Beginning of period 14,046,976,310 13,692,496,758 
End of period $13,145,352,228 $14,046,976,310 
Other Information   
Shares   
Sold 485,081,575 572,376,419 
Issued in reinvestment of distributions 11,014,839 3,587,315 
Redeemed (608,356,359) (603,215,389) 
Net increase (decrease) (112,259,945) (27,251,655) 

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


Financial Highlights

Fidelity SAI U.S. Large Cap Index Fund

 Six months ended (Unaudited) January 31, Years endedJuly 31,    
 2020 2019 2018 2017 2016 A 
Selected Per–Share Data      
Net asset value, beginning of period $16.09 $15.21 $13.30 $11.55 $10.00 
Income from Investment Operations      
Net investment income (loss)B .16 .30 .27 .25 .07 
Net realized and unrealized gain (loss) 1.31 .87 1.86 1.59 1.48 
Total from investment operations 1.47 1.17 2.13 1.84 1.55 
Distributions from net investment income (.29) (.28) (.19) (.09) – 
Distributions from net realized gain – (.01) (.03) C – 
Total distributions (.29) (.29) (.22) (.09) – 
Net asset value, end of period $17.27 $16.09 $15.21 $13.30 $11.55 
Total ReturnD,E 9.25% 7.97% 16.22% 16.03% 15.50% 
Ratios to Average Net AssetsF,G      
Expenses before reductions .02%H .09% .09% .09% .22%H 
Expenses net of fee waivers, if any .02%H .02% .02% .02% .02%H 
Expenses net of all reductions .02%H .02% .02% .02% .02%H 
Net investment income (loss) 1.98%H 2.00% 1.87% 2.05% 1.33%H 
Supplemental Data      
Net assets, end of period (000 omitted) $13,145,352 $14,046,976 $13,692,497 $8,155,030 $2,439,831 
Portfolio turnover rateI 67%H 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 (Unaudited)

For the period ended January 31, 2020

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 LLC (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.

Effective January 1, 2020:

Investment advisers Fidelity Investments Money Management, Inc., FMR Co., Inc., and Fidelity SelectCo, LLC, merged with and into Fidelity Management & Research Company. In connection with the merger transactions, the resulting, merged investment adviser was then redomiciled from Massachusetts to Delaware, changed its corporate structure from a corporation to a limited liability company, and changed its name to "Fidelity Management & Research Company LLC".

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 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 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 January 31, 2020 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. A large, non-recurring dividend with a payable date of January 31, 2020 and an ex-date of February 3, 2020 is presented in the Statement of Assets and Liabilities as "Deferred dividend income". Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable.

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

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

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

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

Book-tax differences are primarily due to 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 $4,306,120,535 
Gross unrealized depreciation (375,025,693) 
Net unrealized appreciation (depreciation) $3,931,094,842 
Tax cost $9,278,255,102 

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. The capital loss carryforward information presented below, including any applicable limitation, is estimated as of prior fiscal period end and is subject to adjustment.

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

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 $4,969,595,059 and $7,190,591,209, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company LLC (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.

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 LLC (FMR), or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the fund to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. 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 
Fidelity SAI U.S. Large Cap Index Fund Borrower $165,537,633 1.92% $264,820 

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

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $17,834 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 $32,967. 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 $6,190 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 $292,893.

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 by $660.

10. Other.

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

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2019 to January 31, 2020).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2019 
Ending
Account Value
January 31, 2020 
Expenses Paid
During Period-B
August 1, 2019
to January 31, 2020 
Actual .02% $1,000.00 $1,092.50 $.11 
Hypothetical-C  $1,000.00 $1,025.04 $.10 

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

 B Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity SAI U.S. Large Cap Index Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund, including the fund's sub-advisory agreement (Sub-Advisory Agreement) with Geode Capital Management, LLC (Geode). FMR and the sub-advisers are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its September 2019 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services provided by and the profits realized by Fidelity and Geode from their respective relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and are realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

Approval of Amended and Restated Advisory Contracts. At its September 2019 meeting, the Board also unanimously determined to approve an amended and restated management contract and sub-advisory agreement with Geode (Amended and Restated Contracts) in connection with an upcoming consolidation of certain of Fidelity's advisory businesses. The Board considered that, on or about January 1, 2020, FMR Co., Inc. (FMRC) expects to merge with and into FMR and, after the merger, FMR expects to redomicile as a Delaware limited liability company. The Board also approved the termination of the sub-advisory agreement with FMRC upon the completion of the merger. The Board noted that references to FMR in the Amended and Restated Contracts would be updated to reflect FMR's new form of organization and domicile. The Board also approved amendments that clarify that the fund pays its non-operating expenses, including brokerage commissions and fees and expenses associated with the fund's securities lending program, if applicable. The Board also noted Fidelity's assurance that neither the planned consolidation nor the Amended and Restated Contracts will change the investment processes, the level or nature of services provided, the resources and personnel allocated, trading and compliance operations, or any fees or expenses paid by the fund.

Nature, Extent, and Quality of Services Provided.  The Board considered staffing as it relates to the fund, including the backgrounds of investment personnel of Fidelity and Geode, and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups and with representatives of Geode. The Board considered the structure of the investment personnel compensation programs and whether the structures provide appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

The Trustees also discussed with representatives of Fidelity, at meetings throughout the year, Fidelity's role in, among other things, overseeing compliance with federal securities laws and other applicable requirements by Geode with respect to the fund and monitoring and overseeing the performance and investment capabilities of Geode. The Trustees considered that the Board had received from Fidelity periodic reports about its oversight and due diligence processes, as well as periodic reports regarding the performance of Geode.

The Board also considered the nature, extent and quality of services provided by Geode. The Trustees noted that under the Sub-Advisory Agreement, subject to oversight by Fidelity, Geode is responsible for, among other things, identifying investments and arranging for execution of portfolio transactions to implement the fund's investment strategy. In addition, the Trustees noted that Geode is responsible for providing such reporting as may be requested by Fidelity to fulfill its oversight responsibilities discussed above.

Resources Dedicated to Investment Management and Support Services.  The Board reviewed the general qualifications and capabilities of Fidelity's and Geode's investment staffs, including their size, education, experience, and resources, as well as Fidelity's and Geode's approach to recruiting, managing, and compensating investment personnel. The Board considered that Fidelity's and Geode's investment professionals have extensive resources, tools and capabilities so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously. Additionally, in its deliberations, the Board considered Fidelity's and Geode's trading, risk management, compliance, and technology and operations capabilities and resources, which are integral parts of the investment management process.

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

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

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

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

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

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

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

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

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

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

Fidelity SAI U.S. Large Cap Index Fund

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


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2018.

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

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

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

The Board noted that the fund's total expense ratio ranked below the competitive median for 2018.

The Board further considered that FMR has contractually agreed to reimburse the fund to the extent that total operating expenses (with certain exceptions), as a percentage of its average net assets, exceed 0.015% through November 30, 2020.

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

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

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

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

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

The Board also reviewed Fidelity's and Geode's non-fund businesses and potential indirect benefits such businesses may have received as a result of their association with Fidelity's mutual fund business (i.e., fall-out benefits) as well as cases where Fidelity's and Geode's affiliates may benefit from the fund's business. The Board noted that changes to fall-out benefits year-over-year reflect business developments at Fidelity's and Geode's various businesses. The Board considered that a joint ad hoc committee created by it and the boards of other Fidelity funds had recently been established, and meets periodically, to evaluate potential fall-out benefits. The Board noted that the committee was expected to, among other things: (i) discuss the legal framework surrounding potential fall-out benefits; (ii) review the Board's responsibilities and approach to potential fall-out benefits; and (iii) review practices employed by competitor funds regarding the review of potential fall-out benefits. The Board noted that it would consider the committee's findings in connection with future consideration of contract renewals.

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

The Board also considered information regarding the profitability of Geode's relationship with the fund.

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

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

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

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





Fidelity Investments

SV9-SANN-0320
1.9870994.103


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.



Semi-Annual Report

January 31, 2020

Fidelity Investments
See the inside front cover for important information about access to your fund’s shareholder reports.


Fidelity Investments

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

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

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

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


Contents

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

Board Approval of Investment Advisory Contracts and Management Fees


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

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2020 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.



Investment Summary (Unaudited)

Top Ten Stocks as of January 31, 2020

 % of fund's net assets 
Prologis, Inc. 8.1 
Simon Property Group, Inc. 5.7 
Welltower, Inc. 4.8 
Public Storage 4.7 
AvalonBay Communities, Inc. 4.2 
Equity Residential (SBI) 4.0 
Digital Realty Trust, Inc. 3.6 
Ventas, Inc. 3.0 
Boston Properties, Inc. 2.9 
Essex Property Trust, Inc. 2.8 
 43.8 

Top Five REIT Sectors as of January 31, 2020

 % of fund's net assets 
REITs - Apartments 22.2 
REITs - Warehouse/Industrial 11.7 
REITs - Health Care 11.6 
REITs - Office Property 11.3 
REITs - Diversified 10.4 

Asset Allocation (% of fund's net assets)

As of January 31, 2020 
   Stocks and Equity Futures 99.9% 
   Short-Term Investments and Net Other Assets (Liabilities) 0.1% 


Schedule of Investments January 31, 2020 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.8%   
 Shares Value 
Equity Real Estate Investment Trusts (REITs) - 99.8%   
REITs - Apartments - 22.2%   
American Campus Communities, Inc. 20,803 $954,234 
American Homes 4 Rent Class A 38,585 1,054,528 
Apartment Investment & Management Co. Class A 22,542 1,188,189 
AvalonBay Communities, Inc. 21,145 4,581,910 
Camden Property Trust (SBI) 14,660 1,648,224 
Equity Residential (SBI) 52,851 4,390,861 
Essex Property Trust, Inc. 10,005 3,099,149 
Front Yard Residential Corp. Class B 7,420 79,617 
Independence Realty Trust, Inc. 13,745 201,639 
Invitation Homes, Inc. 81,508 2,565,057 
Mid-America Apartment Communities, Inc. 17,270 2,369,617 
UDR, Inc. 44,368 2,125,671 
  24,258,696 
REITs - Diversified - 10.4%   
Apple Hospitality (REIT), Inc. 31,858 478,507 
CorePoint Lodging, Inc. 5,869 53,701 
Cousins Properties, Inc. 22,220 909,465 
Digital Realty Trust, Inc. 31,601 3,886,607 
Duke Realty Corp. 55,651 2,020,688 
Liberty Property Trust (SBI) 23,887 1,496,521 
PS Business Parks, Inc. 3,033 508,209 
Vornado Realty Trust 23,983 1,577,362 
Washington REIT (SBI) 12,204 371,490 
  11,302,550 
REITs - Health Care - 11.6%   
HCP, Inc. 74,937 2,696,983 
Healthcare Realty Trust, Inc. 20,247 730,107 
LTC Properties, Inc. 6,025 278,114 
Senior Housing Properties Trust (SBI) 36,051 278,314 
Universal Health Realty Income Trust (SBI) 1,914 236,092 
Ventas, Inc. 56,433 3,265,213 
Welltower, Inc. 61,432 5,216,191 
  12,701,014 
REITs - Hotels - 5.6%   
Ashford Hospitality Trust, Inc. 12,720 31,291 
Chatham Lodging Trust 7,159 117,050 
DiamondRock Hospitality Co. 30,320 293,194 
Hersha Hospitality Trust 5,429 70,414 
Hospitality Properties Trust (SBI) 24,914 537,644 
Host Hotels & Resorts, Inc. 108,582 1,774,230 
Park Hotels & Resorts, Inc. 36,243 795,171 
Pebblebrook Hotel Trust 19,777 469,110 
RLJ Lodging Trust 25,835 401,993 
Ryman Hospitality Properties, Inc. 8,243 700,902 
Summit Hotel Properties, Inc. 15,877 176,076 
Sunstone Hotel Investors, Inc. 34,051 431,767 
Xenia Hotels & Resorts, Inc. 17,034 318,365 
  6,117,207 
REITs - Management/Investment - 1.0%   
American Assets Trust, Inc. 7,266 331,039 
Empire State Realty Trust, Inc. 22,622 306,754 
Retail Properties America, Inc. 32,373 393,332 
  1,031,125 
REITs - Manufactured Homes - 3.9%   
Equity Lifestyle Properties, Inc. 27,566 2,005,427 
Sun Communities, Inc. 14,032 2,275,569 
  4,280,996 
REITs - Office Buildings - 0.2%   
Government Properties Income Trust 7,289 248,045 
REITs - Office Property - 11.3%   
Boston Properties, Inc. 21,771 3,120,873 
Brandywine Realty Trust (SBI) 26,695 416,976 
Columbia Property Trust, Inc. 17,677 372,985 
Corporate Office Properties Trust (SBI) 16,966 505,078 
Douglas Emmett, Inc. 24,955 1,035,633 
Easterly Government Properties, Inc. 11,247 272,290 
Equity Commonwealth 18,459 605,271 
Franklin Street Properties Corp. 16,204 123,150 
Highwoods Properties, Inc. (SBI) 15,707 787,078 
Hudson Pacific Properties, Inc. 23,461 852,573 
JBG SMITH Properties 17,870 724,629 
Kilroy Realty Corp. 14,766 1,219,229 
Mack-Cali Realty Corp. 13,709 301,050 
Paramount Group, Inc. 30,499 428,816 
Piedmont Office Realty Trust, Inc. Class A 19,052 441,816 
SL Green Realty Corp. 12,341 1,135,866 
  12,343,313 
REITs - Regional Malls - 6.5%   
CBL & Associates Properties, Inc. 26,634 22,373 
Pennsylvania Real Estate Investment Trust (SBI) (a) 9,123 35,945 
Simon Property Group, Inc. 46,459 6,186,016 
Tanger Factory Outlet Centers, Inc. (a) 14,030 205,259 
Taubman Centers, Inc. 9,253 244,464 
The Macerich Co. 16,693 372,421 
  7,066,478 
REITs - Shopping Centers - 6.9%   
Acadia Realty Trust (SBI) 13,168 326,830 
Brixmor Property Group, Inc. 45,095 900,096 
Federal Realty Investment Trust (SBI) 10,634 1,329,463 
Kimco Realty Corp. 63,927 1,217,809 
Kite Realty Group Trust 12,735 219,042 
Ramco-Gershenson Properties Trust (SBI) 12,146 169,437 
Regency Centers Corp. 25,369 1,573,893 
Retail Opportunity Investments Corp. 17,576 291,234 
Retail Value, Inc. 2,239 73,596 
Seritage Growth Properties 5,068 186,097 
SITE Centers Corp. 22,613 287,411 
Urban Edge Properties 17,435 320,630 
Washington Prime Group, Inc. (a) 28,173 84,801 
Weingarten Realty Investors (SBI) 18,312 532,879 
  7,513,218 
REITs - Storage - 8.5%   
CubeSmart 29,304 928,058 
Extra Space Storage, Inc. 19,608 2,170,213 
Life Storage, Inc. 7,063 799,390 
National Storage Affiliates Trust 8,991 307,043 
Public Storage 22,744 5,089,197 
  9,293,901 
REITs - Warehouse/Industrial - 11.7%   
Americold Realty Trust 29,033 1,000,768 
EastGroup Properties, Inc. 5,815 791,247 
First Industrial Realty Trust, Inc. 19,221 820,737 
Prologis, Inc. 95,648 8,883,779 
QTS Realty Trust, Inc. Class A 8,798 500,430 
Rexford Industrial Realty, Inc. 16,793 809,255 
  12,806,216 
TOTAL COMMON STOCK   
(Cost $104,344,253)  108,962,759 
Money Market Funds - 0.5%   
Fidelity Cash Central Fund 1.58% (b) 177,835 177,871 
Fidelity Securities Lending Cash Central Fund 1.59% (b)(c) 335,679 335,712 
TOTAL MONEY MARKET FUNDS   
(Cost $513,583)  513,583 
TOTAL INVESTMENT IN SECURITIES - 100.3%   
(Cost $104,857,836)  109,476,342 
NET OTHER ASSETS (LIABILITIES) - (0.3)%  (286,281) 
NET ASSETS - 100%  $109,190,061 

Futures Contracts      
 Number of contracts Expiration Date Notional Amount Value Unrealized Appreciation/(Depreciation) 
Purchased      
Equity Index Contracts      
CME E-mini S&P 500 Index Contracts (United States) March 2020 $161,200 $2,786 $2,786 

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

Legend

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

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

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

Affiliated Central Funds

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

Fund Income earned 
Fidelity Cash Central Fund $2,672 
Fidelity Securities Lending Cash Central Fund 4,208 
Total $6,880 

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 January 31, 2020, 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 $108,962,759 $108,962,759 $-- $-- 
Money Market Funds 513,583 513,583 -- -- 
Total Investments in Securities: $109,476,342 $109,476,342 $-- $-- 
Derivative Instruments:     
Assets     
Futures Contracts $2,786 $2,786 $-- $-- 
Total Assets $2,786 $2,786 $-- $-- 
Total Derivative Instruments: $2,786 $2,786 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of January 31, 2020. 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) $2,786 $0 
Total Equity Risk 2,786 
Total Value of Derivatives $2,786 $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 Total accumulated earnings (loss).

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


Financial Statements

Statement of Assets and Liabilities

  January 31, 2020 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $311,933) — See accompanying schedule:
Unaffiliated issuers (cost $104,344,253) 
$108,962,759  
Fidelity Central Funds (cost $513,583) 513,583  
Total Investment in Securities (cost $104,857,836)  $109,476,342 
Segregated cash with brokers for derivative instruments  6,600 
Dividends receivable  55,682 
Distributions receivable from Fidelity Central Funds  2,706 
Prepaid expenses  104 
Receivable from investment adviser for expense reductions  19,022 
Total assets  109,560,456 
Liabilities   
Accrued management fee $6,386  
Payable for daily variation margin on futures contracts 3,285  
Other payables and accrued expenses 24,574  
Collateral on securities loaned 336,150  
Total liabilities  370,395 
Net Assets  $109,190,061 
Net Assets consist of:   
Paid in capital  $104,887,532 
Total accumulated earnings (loss)  4,302,529 
Net Assets  $109,190,061 
Net Asset Value, offering price and redemption price per share ($109,190,061 ÷ 9,068,273 shares)  $12.04 

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


Statement of Operations

  Six months ended January 31, 2020 (Unaudited) 
Investment Income   
Dividends  $1,608,198 
Interest  121 
Income from Fidelity Central Funds (including $4,208 from security lending)  6,880 
Total income  1,615,199 
Expenses   
Management fee $37,962  
Custodian fees and expenses 2,761  
Independent trustees' fees and expenses 202  
Registration fees 19,701  
Audit 27,345  
Legal 140  
Miscellaneous 284  
Total expenses before reductions 88,395  
Expense reductions (50,201)  
Total expenses after reductions  38,194 
Net investment income (loss)  1,577,005 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 246,292  
Fidelity Central Funds (12)  
Futures contracts 61,585  
Total net realized gain (loss)  307,865 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 2,613,284  
Fidelity Central Funds 19  
Futures contracts (4,308)  
Total change in net unrealized appreciation (depreciation)  2,608,995 
Net gain (loss)  2,916,860 
Net increase (decrease) in net assets resulting from operations  $4,493,865 

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


Statement of Changes in Net Assets

 Six months ended January 31, 2020 (Unaudited) Year ended July 31, 2019 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $1,577,005 $3,243,572 
Net realized gain (loss) 307,865 526,063 
Change in net unrealized appreciation (depreciation) 2,608,995 6,498,235 
Net increase (decrease) in net assets resulting from operations 4,493,865 10,267,870 
Distributions to shareholders (3,078,724) (3,330,211) 
Share transactions   
Reinvestment of distributions 3,078,724 2,428,308 
Cost of shares redeemed – (106,293) 
Net increase (decrease) in net assets resulting from share transactions 3,078,724 2,322,015 
Total increase (decrease) in net assets 4,493,865 9,259,674 
Net Assets   
Beginning of period 104,696,196 95,436,522 
End of period $109,190,061 $104,696,196 
Other Information   
Shares   
Sold – – 
Issued in reinvestment of distributions 258,609 226,848 
Redeemed – (9,533) 
Net increase (decrease) 258,609 217,315 

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


Financial Highlights

Fidelity SAI Real Estate Index Fund

 Six months ended (Unaudited) January 31, Years endedJuly 31,    
 2020 2019 2018 2017 2016 A 
Selected Per–Share Data      
Net asset value, beginning of period $11.88 $11.11 $11.08 $12.05 $10.00 
Income from Investment Operations      
Net investment income (loss)B .18 .37 .33 .28 .06 
Net realized and unrealized gain (loss) .33 .79 .08 (.96) 2.08 
Total from investment operations .51 1.16 .41 (.68) 2.14 
Distributions from net investment income (.28) (.37) (.33) (.24) (.09) 
Distributions from net realized gain (.07) (.02) (.05) (.05) – 
Total distributions (.35) (.39) (.38) (.29) (.09) 
Net asset value, end of period $12.04 $11.88 $11.11 $11.08 $12.05 
Total ReturnC,D 4.32% 10.79% 3.87% (5.60)% 21.52% 
Ratios to Average Net AssetsE,F      
Expenses before reductions .16%G .15% .15% .15% .77%G 
Expenses net of fee waivers, if any .07%G .07% .07% .09% .09%G 
Expenses net of all reductions .07%G .07% .07% .09% .09%G 
Net investment income (loss) 2.91%G 3.31% 3.11% 2.55% 1.06%G 
Supplemental Data      
Net assets, end of period (000 omitted) $109,190 $104,696 $95,437 $98,222 $105,295 
Portfolio turnover rate 4%G 9% 8% 6% 1%H 

 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 not annualized.

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


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2020

1. Organization.

Fidelity SAI Real Estate Index Fund (the Fund) is a fund of Fidelity Salem Street Trust (the Trust) and is authorized to issue an unlimited number of shares. Shares are offered exclusively to certain clients of Fidelity Management & Research Company LLC (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.

Effective January 1, 2020:

Investment advisers Fidelity Investments Money Management, Inc., FMR Co., Inc., and Fidelity SelectCo, LLC, merged with and into Fidelity Management & Research Company. In connection with the merger transactions, the resulting, merged investment adviser was then redomiciled from Massachusetts to Delaware, changed its corporate structure from a corporation to a limited liability company, and changed its name to "Fidelity Management & Research Company LLC".

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 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 are available on the SEC website or upon request.

3. Significant Accounting Policies.

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

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

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

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

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

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

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

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

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

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

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

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

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

Book-tax differences are primarily due to 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 $16,693,568 
Gross unrealized depreciation (12,430,642) 
Net unrealized appreciation (depreciation) $4,262,926 
Tax cost $105,216,202 

4. Derivative Instruments.

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

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

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

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

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

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

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

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

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $4,501,284 and $2,071,097, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company LLC (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.

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 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 $129 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. The value of securities loaned to NFS, an affiliated borrower, at period end was $34,278. Total fees paid by the Fund to NFS, as lending agent, amounted to $432. 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 $553 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 $50,104.

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 by $97.

10. Other.

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

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

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2019 to January 31, 2020).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2019 
Ending
Account Value
January 31, 2020 
Expenses Paid
During Period-B
August 1, 2019
to January 31, 2020 
Actual .07% $1,000.00 $1,043.20 $.36 
Hypothetical-C  $1,000.00 $1,024.78 $.36 

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

 B Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity SAI Real Estate Index Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund, including the fund's sub-advisory agreement (Sub-Advisory Agreement) with Geode Capital Management, LLC (Geode). FMR and the sub-advisers are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its September 2019 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services provided by and the profits realized by Fidelity and Geode from their respective relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and are realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

Approval of Amended and Restated Advisory Contracts. At its September 2019 meeting, the Board also unanimously determined to approve an amended and restated management contract and sub-advisory agreement with Geode (Amended and Restated Contracts) in connection with an upcoming consolidation of certain of Fidelity's advisory businesses. The Board considered that, on or about January 1, 2020, FMR Co., Inc. (FMRC) expects to merge with and into FMR and, after the merger, FMR expects to redomicile as a Delaware limited liability company. The Board also approved the termination of the sub-advisory agreement with FMRC upon the completion of the merger. The Board noted that references to FMR in the Amended and Restated Contracts would be updated to reflect FMR's new form of organization and domicile. The Board also approved amendments that clarify that the fund pays its non-operating expenses, including brokerage commissions and fees and expenses associated with the fund's securities lending program, if applicable. The Board also noted Fidelity's assurance that neither the planned consolidation nor the Amended and Restated Contracts will change the investment processes, the level or nature of services provided, the resources and personnel allocated, trading and compliance operations, or any fees or expenses paid by the fund.

Nature, Extent, and Quality of Services Provided.  The Board considered staffing as it relates to the fund, including the backgrounds of investment personnel of Fidelity and Geode, and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups and with representatives of Geode. The Board considered the structure of the investment personnel compensation programs and whether the structures provide appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

The Trustees also discussed with representatives of Fidelity, at meetings throughout the year, Fidelity's role in, among other things, overseeing compliance with federal securities laws and other applicable requirements by Geode with respect to the fund and monitoring and overseeing the performance and investment capabilities of Geode. The Trustees considered that the Board had received from Fidelity periodic reports about its oversight and due diligence processes, as well as periodic reports regarding the performance of Geode.

The Board also considered the nature, extent and quality of services provided by Geode. The Trustees noted that under the Sub-Advisory Agreement, subject to oversight by Fidelity, Geode is responsible for, among other things, identifying investments and arranging for execution of portfolio transactions to implement the fund's investment strategy. In addition, the Trustees noted that Geode is responsible for providing such reporting as may be requested by Fidelity to fulfill its oversight responsibilities discussed above.

Resources Dedicated to Investment Management and Support Services.  The Board reviewed the general qualifications and capabilities of Fidelity's and Geode's investment staffs, including their size, education, experience, and resources, as well as Fidelity's and Geode's approach to recruiting, managing, and compensating investment personnel. The Board considered that Fidelity's and Geode's investment professionals have extensive resources, tools and capabilities so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously. Additionally, in its deliberations, the Board considered Fidelity's and Geode's trading, risk management, compliance, and technology and operations capabilities and resources, which are integral parts of the investment management process.

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

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

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

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

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

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

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

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

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

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

Fidelity SAI Real Estate Index Fund

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


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2018.

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

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

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

The Board noted that the fund's total expense ratio ranked below the competitive median for 2018.

The Board further considered that FMR has contractually agreed to reimburse the fund to the extent that total operating expenses (with certain exceptions), as a percentage of its average net assets, exceed 0.07% through November 30, 2020.

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

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

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

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

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

The Board also reviewed Fidelity's and Geode's non-fund businesses and potential indirect benefits such businesses may have received as a result of their association with Fidelity's mutual fund business (i.e., fall-out benefits) as well as cases where Fidelity's and Geode's affiliates may benefit from the fund's business. The Board noted that changes to fall-out benefits year-over-year reflect business developments at Fidelity's and Geode's various businesses. The Board considered that a joint ad hoc committee created by it and the boards of other Fidelity funds had recently been established, and meets periodically, to evaluate potential fall-out benefits. The Board noted that the committee was expected to, among other things: (i) discuss the legal framework surrounding potential fall-out benefits; (ii) review the Board's responsibilities and approach to potential fall-out benefits; and (iii) review practices employed by competitor funds regarding the review of potential fall-out benefits. The Board noted that it would consider the committee's findings in connection with future consideration of contract renewals.

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

The Board also considered information regarding the profitability of Geode's relationship with the fund.

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

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

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

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





Fidelity Investments

SV8-SANN-0320
1.9870988.103


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.



Semi-Annual Report

January 31, 2020

Fidelity Investments
See the inside front cover for important information about access to your fund’s shareholder reports.


Fidelity Investments

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

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

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

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


Contents

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

Board Approval of Investment Advisory Contracts and Management Fees


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

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

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2020 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.



Investment Summary (Unaudited)

Top Five Stocks as of January 31, 2020

 % of fund's net assets 
Microsoft Corp. 5.2 
Visa, Inc. Class A 4.8 
Procter & Gamble Co. 4.9 
MasterCard, Inc. Class A 4.7 
NextEra Energy, Inc. 2.6 
 22.2 

Top Five Market Sectors as of January 31, 2020

 % of fund's net assets 
Information Technology 30.0 
Consumer Staples 12.3 
Health Care 9.4 
Utilities 8.8 
Financials 8.0 

Asset Allocation (% of fund's net assets)

As of January 31, 2020* 
   Stocks and Equity Futures 100.0% 


 * Foreign investments - 4.3%

Schedule of Investments January 31, 2020 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.4%   
 Shares Value 
COMMUNICATION SERVICES - 4.8%   
Diversified Telecommunication Services - 0.8%   
AT&T, Inc. 669,567 $25,189,111 
Entertainment - 2.1%   
Live Nation Entertainment, Inc. (a) 36,967 2,519,671 
Roku, Inc. Class A (a)(b) 79,474 9,612,380 
The Walt Disney Co. 420,578 58,170,143 
  70,302,194 
Interactive Media & Services - 0.4%   
IAC/InterActiveCorp (a) 10,045 2,446,862 
Snap, Inc. Class A (a)(b) 633,359 11,641,138 
  14,088,000 
Media - 1.4%   
Altice U.S.A., Inc. Class A (a) 70,915 1,940,234 
Charter Communications, Inc. Class A (a)(b) 52,113 26,966,393 
Comcast Corp. Class A 302,775 13,076,852 
Liberty Broadband Corp. Class C (a) 23,788 3,162,139 
Liberty Media Corp.:   
Liberty SiriusXM Series A (a) 16,111 782,511 
Liberty SiriusXM Series C (a) 28,608 1,402,364 
  47,330,493 
Wireless Telecommunication Services - 0.1%   
T-Mobile U.S., Inc. (a) 22,913 1,814,480 
TOTAL COMMUNICATION SERVICES  158,724,278 
CONSUMER DISCRETIONARY - 7.8%   
Auto Components - 0.1%   
Aptiv PLC 24,293 2,059,803 
Automobiles - 0.2%   
Tesla, Inc. (a) 11,933 7,763,252 
Distributors - 0.1%   
LKQ Corp. (a) 53,643 1,753,321 
Hotels, Restaurants & Leisure - 4.0%   
ARAMARK Holdings Corp. 73,357 3,237,978 
Chipotle Mexican Grill, Inc. (a) 13,317 11,542,643 
Hilton Worldwide Holdings, Inc. 68,739 7,410,064 
McDonald's Corp. 205,462 43,962,704 
Starbucks Corp. 671,750 56,984,553 
Yum! Brands, Inc. 91,323 9,659,234 
  132,797,176 
Household Durables - 0.7%   
D.R. Horton, Inc. 139,638 8,266,570 
Garmin Ltd. 41,345 4,008,398 
Leggett & Platt, Inc. 44,473 2,116,470 
NVR, Inc. (a) 1,326 5,061,302 
PulteGroup, Inc. 106,412 4,751,296 
  24,204,036 
Internet & Direct Marketing Retail - 0.2%   
MercadoLibre, Inc. (a) 10,382 6,883,266 
Leisure Products - 0.0%   
Hasbro, Inc. 9,061 923,044 
Multiline Retail - 1.3%   
Dollar General Corp. 136,199 20,894,289 
Dollar Tree, Inc. (a) 14,874 1,295,079 
Target Corp. 205,755 22,785,309 
  44,974,677 
Specialty Retail - 0.9%   
AutoZone, Inc. (a) 10,879 11,509,547 
Best Buy Co., Inc. 19,960 1,690,412 
Burlington Stores, Inc. (a)(b) 9,917 2,156,650 
CarMax, Inc. (a) 28,596 2,774,956 
O'Reilly Automotive, Inc. (a) 6,073 2,466,245 
Ross Stores, Inc. 28,303 3,175,314 
Tiffany & Co., Inc. 20,881 2,798,472 
Tractor Supply Co. 8,822 820,005 
Ulta Beauty, Inc. (a) 3,791 1,015,647 
  28,407,248 
Textiles, Apparel & Luxury Goods - 0.3%   
lululemon athletica, Inc. (a) 42,962 10,284,673 
TOTAL CONSUMER DISCRETIONARY  260,050,496 
CONSUMER STAPLES - 12.3%   
Beverages - 2.4%   
Brown-Forman Corp. Class B (non-vtg.) 125,952 8,519,393 
PepsiCo, Inc. 219,636 31,192,705 
The Coca-Cola Co. 701,157 40,947,569 
  80,659,667 
Food & Staples Retailing - 2.9%   
Costco Wholesale Corp. 227,223 69,421,171 
Sysco Corp. 44,943 3,691,618 
Walmart, Inc. 214,044 24,505,898 
  97,618,687 
Food Products - 1.5%   
Campbell Soup Co. 11,368 550,098 
Conagra Brands, Inc. 39,935 1,314,660 
General Mills, Inc. 35,164 1,836,264 
Kellogg Co. 20,499 1,398,237 
Lamb Weston Holdings, Inc. 25,443 2,323,200 
McCormick & Co., Inc. (non-vtg.) 21,124 3,451,028 
Mondelez International, Inc. 213,084 12,226,760 
The Hershey Co. 106,305 16,495,347 
Tyson Foods, Inc. Class A 136,851 11,307,998 
  50,903,592 
Household Products - 5.1%   
Church & Dwight Co., Inc. 54,476 4,043,209 
Kimberly-Clark Corp. 24,125 3,455,665 
Procter & Gamble Co. 1,296,823 161,610,082 
  169,108,956 
Personal Products - 0.4%   
Estee Lauder Companies, Inc. Class A 74,292 14,498,827 
TOTAL CONSUMER STAPLES  412,789,729 
ENERGY - 0.1%   
Oil, Gas & Consumable Fuels - 0.1%   
Phillips 66 Co. 48,008 4,386,491 
FINANCIALS - 8.0%   
Banks - 0.8%   
JPMorgan Chase & Co. 206,185 27,290,647 
Capital Markets - 3.3%   
CME Group, Inc. 60,064 13,040,495 
FactSet Research Systems, Inc. (b) 3,562 1,019,124 
Intercontinental Exchange, Inc. 92,317 9,207,698 
KKR & Co. LP 45,946 1,465,677 
MarketAxess Holdings, Inc. 27,635 9,787,764 
Moody's Corp. 70,195 18,025,374 
MSCI, Inc. 44,066 12,594,063 
S&P Global, Inc. 148,994 43,764,008 
State Street Corp. 30,570 2,312,009 
  111,216,212 
Consumer Finance - 0.3%   
Ally Financial, Inc. 27,863 892,452 
American Express Co. 52,385 6,803,240 
Discover Financial Services 25,113 1,886,740 
  9,582,432 
Diversified Financial Services - 0.1%   
AXA Equitable Holdings, Inc. 35,202 845,552 
Insurance - 3.5%   
AFLAC, Inc. 53,485 2,758,221 
Alleghany Corp. (a) 4,015 3,202,605 
Allstate Corp. 51,276 6,078,257 
Aon PLC 110,591 24,357,668 
Arch Capital Group Ltd. (a) 282,255 12,464,381 
Arthur J. Gallagher & Co. 70,408 7,221,749 
Assurant, Inc. 24,532 3,202,898 
Brown & Brown, Inc. 79,552 3,571,885 
Chubb Ltd. 36,567 5,557,818 
Cincinnati Financial Corp. 85,743 8,998,728 
Erie Indemnity Co. Class A 9,034 1,504,161 
Everest Re Group Ltd. 3,051 843,815 
FNF Group 101,690 4,957,388 
Globe Life, Inc. 18,548 1,933,814 
Hartford Financial Services Group, Inc. 67,918 4,026,179 
Marsh & McLennan Companies, Inc. 41,706 4,665,233 
Progressive Corp. 49,250 3,973,983 
RenaissanceRe Holdings Ltd. 27,226 5,157,693 
W.R. Berkley Corp. 94,991 6,984,688 
Willis Group Holdings PLC 29,573 6,248,479 
  117,709,643 
TOTAL FINANCIALS  266,644,486 
HEALTH CARE - 9.4%   
Biotechnology - 0.5%   
Amgen, Inc. 52,226 11,283,427 
Seattle Genetics, Inc. (a) 45,524 4,934,346 
  16,217,773 
Health Care Equipment & Supplies - 4.7%   
Abbott Laboratories 255,017 22,222,181 
Boston Scientific Corp. (a) 82,344 3,447,743 
Danaher Corp. 295,416 47,523,572 
Dentsply Sirona, Inc. 13,226 740,656 
DexCom, Inc. (a) 9,923 2,388,962 
Edwards Lifesciences Corp. (a) 112,994 24,842,861 
Hologic, Inc. (a) 13,196 706,250 
Insulet Corp. (a) 24,537 4,761,159 
Medtronic PLC 141,177 16,297,473 
ResMed, Inc. 65,299 10,380,582 
STERIS PLC 34,020 5,126,474 
Stryker Corp. 50,906 10,725,894 
Teleflex, Inc. 8,633 3,207,246 
The Cooper Companies, Inc. 3,715 1,288,696 
West Pharmaceutical Services, Inc. 12,141 1,893,389 
Zimmer Biomet Holdings, Inc. 18,315 2,708,789 
  158,261,927 
Health Care Providers & Services - 0.1%   
DaVita HealthCare Partners, Inc. (a) 9,564 763,877 
Humana, Inc. 12,011 4,038,579 
  4,802,456 
Health Care Technology - 0.2%   
Veeva Systems, Inc. Class A (a) 35,667 5,229,139 
Life Sciences Tools & Services - 1.4%   
Bio-Rad Laboratories, Inc. Class A (a) 3,688 1,331,073 
IQVIA Holdings, Inc. (a) 22,031 3,420,313 
Thermo Fisher Scientific, Inc. 130,082 40,740,382 
  45,491,768 
Pharmaceuticals - 2.5%   
Allergan PLC 26,534 4,952,306 
Bristol-Myers Squibb Co. 222,935 14,033,758 
Merck & Co., Inc. 312,759 26,722,129 
Zoetis, Inc. Class A 278,633 37,395,335 
  83,103,528 
TOTAL HEALTH CARE  313,106,591 
INDUSTRIALS - 7.6%   
Aerospace & Defense - 3.3%   
Harris Corp. 97,170 21,506,636 
HEICO Corp. 23,194 2,839,641 
HEICO Corp. Class A 22,773 2,189,624 
Lockheed Martin Corp. 59,442 25,448,309 
Northrop Grumman Corp. 45,066 16,880,372 
Raytheon Co. 49,932 11,031,976 
Teledyne Technologies, Inc. (a) 14,865 5,426,617 
TransDigm Group, Inc. 24,742 15,916,034 
United Technologies Corp. 66,268 9,953,454 
  111,192,663 
Building Products - 0.3%   
Allegion PLC 15,812 2,044,808 
Fortune Brands Home & Security, Inc. 26,312 1,807,898 
Johnson Controls International PLC 55,805 2,201,507 
Masco Corp. 90,938 4,321,374 
Owens Corning 16,724 1,011,635 
  11,387,222 
Commercial Services & Supplies - 1.5%   
Cintas Corp. 51,142 14,267,084 
Copart, Inc. (a) 116,979 11,868,689 
Republic Services, Inc. 66,455 6,316,548 
Waste Connection, Inc. (United States) 12,923 1,244,614 
Waste Management, Inc. 147,956 18,006,245 
  51,703,180 
Construction & Engineering - 0.0%   
Jacobs Engineering Group, Inc. 11,293 1,044,941 
Electrical Equipment - 0.2%   
AMETEK, Inc. 57,200 5,556,980 
Industrial Conglomerates - 0.2%   
Roper Technologies, Inc. 14,585 5,566,511 
Machinery - 0.6%   
Dover Corp. 26,247 2,988,221 
Illinois Tool Works, Inc. 52,957 9,266,416 
Ingersoll-Rand PLC 63,915 8,515,395 
  20,770,032 
Professional Services - 1.3%   
CoStar Group, Inc. (a) 21,504 14,041,897 
IHS Markit Ltd. 230,450 18,173,287 
TransUnion Holding Co., Inc. 16,126 1,478,754 
Verisk Analytics, Inc. 49,834 8,096,530 
  41,790,468 
Road & Rail - 0.2%   
Kansas City Southern 24,310 4,100,854 
Old Dominion Freight Lines, Inc. 12,828 2,517,238 
  6,618,092 
TOTAL INDUSTRIALS  255,630,089 
INFORMATION TECHNOLOGY - 30.0%   
Communications Equipment - 0.8%   
Cisco Systems, Inc. 314,459 14,455,680 
Motorola Solutions, Inc. 63,317 11,207,109 
  25,662,789 
Electronic Equipment & Components - 0.7%   
CDW Corp. 89,294 11,648,402 
Keysight Technologies, Inc. (a) 109,471 10,179,708 
Zebra Technologies Corp. Class A (a) 4,587 1,096,385 
  22,924,495 
IT Services - 15.8%   
Accenture PLC Class A (b) 111,488 22,878,452 
Akamai Technologies, Inc. (a) 11,340 1,058,589 
Automatic Data Processing, Inc. 24,310 4,166,491 
Booz Allen Hamilton Holding Corp. Class A 14,677 1,145,393 
EPAM Systems, Inc. (a) 15,907 3,629,023 
Fidelity National Information Services, Inc. 335,227 48,158,711 
Fiserv, Inc. (a) 404,087 47,928,759 
FleetCor Technologies, Inc. (a) 24,078 7,590,108 
Global Payments, Inc. 181,778 35,528,510 
Leidos Holdings, Inc. 67,421 6,773,788 
MasterCard, Inc. Class A 493,842 156,024,441 
MongoDB, Inc. Class A (a)(b) 15,940 2,612,725 
Okta, Inc. (a) 61,843 7,918,996 
PayPal Holdings, Inc. (a) 85,426 9,729,167 
The Western Union Co. 252,306 6,787,031 
Twilio, Inc. Class A (a)(b) 16,537 2,056,211 
VeriSign, Inc. (a) 16,762 3,488,843 
Visa, Inc. Class A (b) 813,215 161,805,389 
  529,280,627 
Semiconductors & Semiconductor Equipment - 3.3%   
Advanced Micro Devices, Inc. (a) 260,223 12,230,481 
Applied Materials, Inc. 290,021 16,818,318 
KLA-Tencor Corp. 89,470 14,828,758 
Lam Research Corp. 66,378 19,794,583 
Marvell Technology Group Ltd. 46,465 1,117,019 
NVIDIA Corp. 98,398 23,264,239 
Qorvo, Inc. (a) 32,324 3,421,819 
Skyworks Solutions, Inc. 40,437 4,575,447 
Teradyne, Inc. 59,281 3,911,953 
Texas Instruments, Inc. 68,238 8,232,915 
Xilinx, Inc. 16,396 1,385,134 
  109,580,666 
Software - 7.7%   
Adobe, Inc. (a) 31,881 11,194,694 
ANSYS, Inc. (a) 20,793 5,704,144 
Cadence Design Systems, Inc. (a) 102,630 7,400,649 
DocuSign, Inc. (a)(b) 35,985 2,825,182 
Fortinet, Inc. (a) 27,873 3,215,429 
Intuit, Inc. 41,697 11,691,005 
Microsoft Corp. 1,012,440 172,347,658 
Paycom Software, Inc. (a) 25,951 8,256,570 
RingCentral, Inc. (a) 25,729 5,289,368 
ServiceNow, Inc. (a) 25,763 8,713,819 
Synopsys, Inc. (a) 92,275 13,611,485 
Tyler Technologies, Inc. (a) 11,364 3,678,300 
VMware, Inc. Class A (a) 5,472 810,184 
Workday, Inc. Class A (a)(b) 10,897 2,011,913 
  256,750,400 
Technology Hardware, Storage & Peripherals - 1.7%   
Apple, Inc. 185,223 57,328,371 
Dell Technologies, Inc. (a) 11,245 548,419 
Seagate Technology LLC 19,367 1,103,725 
  58,980,515 
TOTAL INFORMATION TECHNOLOGY  1,003,179,492 
MATERIALS - 3.2%   
Chemicals - 2.2%   
Air Products & Chemicals, Inc. 128,082 30,574,454 
Celanese Corp. Class A 11,598 1,200,393 
Ecolab, Inc. 95,947 18,816,166 
FMC Corp. 11,592 1,108,079 
RPM International, Inc. 21,504 1,534,740 
Sherwin-Williams Co. 35,336 19,681,799 
  72,915,631 
Construction Materials - 0.3%   
Martin Marietta Materials, Inc. 34,045 8,981,071 
Vulcan Materials Co. 21,273 3,012,895 
  11,993,966 
Containers & Packaging - 0.7%   
Avery Dennison Corp. 16,021 2,102,596 
Ball Corp. 195,020 14,076,544 
Crown Holdings, Inc. (a) 81,839 6,058,541 
  22,237,681 
TOTAL MATERIALS  107,147,278 
REAL ESTATE - 7.4%   
Equity Real Estate Investment Trusts (REITs) - 7.3%   
Alexandria Real Estate Equities, Inc. 30,534 4,983,149 
American Tower Corp. 227,333 52,682,149 
AvalonBay Communities, Inc. 16,732 3,625,657 
Camden Property Trust (SBI) 9,955 1,119,241 
Crown Castle International Corp. 32,803 4,915,202 
Equinix, Inc. 49,773 29,352,631 
Equity Lifestyle Properties, Inc. 125,179 9,106,772 
Equity Residential (SBI) 132,039 10,969,800 
Essex Property Trust, Inc. 23,401 7,248,694 
Extra Space Storage, Inc. 21,912 2,425,220 
HCP, Inc. 131,016 4,715,266 
Invitation Homes, Inc. 243,086 7,649,916 
Liberty Property Trust (SBI) 71,230 4,462,560 
Medical Properties Trust, Inc. 98,191 2,174,931 
Mid-America Apartment Communities, Inc. 57,280 7,859,389 
National Retail Properties, Inc. 32,512 1,820,672 
Omega Healthcare Investors, Inc. 24,258 1,017,623 
Prologis, Inc. 237,646 22,072,560 
Public Storage 24,527 5,488,162 
Realty Income Corp. 77,791 6,099,592 
SBA Communications Corp. Class A 59,333 14,807,143 
Sun Communities, Inc. 77,208 12,520,821 
UDR, Inc. 64,395 3,085,164 
Ventas, Inc. 27,232 1,575,644 
VEREIT, Inc. 337,242 3,291,482 
Welltower, Inc. 146,422 12,432,692 
WP Carey, Inc. 71,367 6,003,392 
  243,505,524 
Real Estate Management & Development - 0.1%   
CBRE Group, Inc. (a) 53,613 3,273,074 
TOTAL REAL ESTATE  246,778,598 
UTILITIES - 8.8%   
Electric Utilities - 6.5%   
Alliant Energy Corp. (b) 63,521 3,770,607 
American Electric Power Co., Inc. 168,722 17,584,207 
Duke Energy Corp. 47,523 4,639,670 
Entergy Corp. 141,354 18,590,878 
Evergy, Inc. 19,504 1,407,409 
Eversource Energy 175,981 16,267,684 
FirstEnergy Corp. 217,640 11,053,936 
NextEra Energy, Inc. 324,866 87,129,061 
OGE Energy Corp. 12,864 589,814 
Pinnacle West Capital Corp. 6,116 597,472 
Southern Co. 581,366 40,928,166 
Xcel Energy, Inc. 199,101 13,775,798 
  216,334,702 
Gas Utilities - 0.1%   
Atmos Energy Corp. 24,313 2,845,350 
Independent Power and Renewable Electricity Producers - 0.0%   
The AES Corp. 45,931 912,190 
Multi-Utilities - 1.8%   
Ameren Corp. 68,889 5,652,342 
CMS Energy Corp. 123,390 8,453,449 
Consolidated Edison, Inc. 25,273 2,375,662 
Dominion Energy, Inc. 43,449 3,725,752 
DTE Energy Co. 34,069 4,517,890 
NiSource, Inc. 20,312 595,345 
Public Service Enterprise Group, Inc. 26,458 1,566,314 
Sempra Energy 93,683 15,049,237 
WEC Energy Group, Inc. 194,330 19,411,624 
  61,347,615 
Water Utilities - 0.4%   
American Water Works Co., Inc. 89,453 12,183,499 
Aqua America, Inc. 26,020 1,351,479 
  13,534,978 
TOTAL UTILITIES  294,974,835 
TOTAL COMMON STOCKS   
(Cost $2,734,907,142)  3,323,412,363 
 Principal Amount Value 
U.S. Treasury Obligations - 0.0%   
U.S. Treasury Bills, yield at date of purchase 1.82% 3/19/20 (c)   
(Cost $399,057) 400,000 399,240 
 Shares Value 
Money Market Funds - 6.4%   
Fidelity Cash Central Fund 1.58% (d) 3,439,886 $3,440,574 
Fidelity Securities Lending Cash Central Fund 1.59% (d)(e) 211,483,140 211,504,289 
TOTAL MONEY MARKET FUNDS   
(Cost $214,944,863)  214,944,863 
TOTAL INVESTMENT IN SECURITIES - 105.8%   
(Cost $2,950,251,062)  3,538,756,466 
NET OTHER ASSETS (LIABILITIES) - (5.8)%  (194,187,477) 
NET ASSETS - 100%  $3,344,568,989 

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) 131 March 2020 $21,117,200 $(7,479) $(7,479) 

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) 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 $385,267.

 (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 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 $47,882 
Fidelity Securities Lending Cash Central Fund 253,204 
Total $301,086 

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 January 31, 2020, 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 $158,724,278 $158,724,278 $-- $-- 
Consumer Discretionary 260,050,496 260,050,496 -- -- 
Consumer Staples 412,789,729 412,789,729 -- -- 
Energy 4,386,491 4,386,491 -- -- 
Financials 266,644,486 266,644,486 -- -- 
Health Care 313,106,591 313,106,591 -- -- 
Industrials 255,630,089 255,630,089 -- -- 
Information Technology 1,003,179,492 1,003,179,492 -- -- 
Materials 107,147,278 107,147,278 -- -- 
Real Estate 246,778,598 246,778,598 -- -- 
Utilities 294,974,835 294,974,835 -- -- 
U.S. Government and Government Agency Obligations 399,240 -- 399,240 -- 
Money Market Funds 214,944,863 214,944,863 -- -- 
Total Investments in Securities: $3,538,756,466 $3,538,357,226 $399,240 $-- 
Derivative Instruments:     
Liabilities     
Futures Contracts $(7,479) $(7,479) $-- $-- 
Total Liabilities $(7,479) $(7,479) $-- $-- 
Total Derivative Instruments: $(7,479) $(7,479) $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of January 31, 2020. 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) $0 $(7,479) 
Total Equity Risk (7,479) 
Total Value of Derivatives $0 $(7,479) 

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

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


Financial Statements

Statement of Assets and Liabilities

  January 31, 2020 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $199,972,383) — See accompanying schedule:
Unaffiliated issuers (cost $2,735,306,199) 
$3,323,811,603  
Fidelity Central Funds (cost $214,944,863) 214,944,863  
Total Investment in Securities (cost $2,950,251,062)  $3,538,756,466 
Cash  14 
Receivable for investments sold  293,452,043 
Receivable for fund shares sold  262,926 
Dividends receivable  2,275,622 
Distributions receivable from Fidelity Central Funds  23,639 
Prepaid expenses  4,038 
Total assets  3,834,774,748 
Liabilities   
Payable for investments purchased $276,970,615  
Payable for fund shares redeemed 1,272,289  
Accrued management fee 290,701  
Payable for daily variation margin on futures contracts 115,687  
Other payables and accrued expenses 48,094  
Collateral on securities loaned 211,508,373  
Total liabilities  490,205,759 
Net Assets  $3,344,568,989 
Net Assets consist of:   
Paid in capital  $2,623,546,170 
Total accumulated earnings (loss)  721,022,819 
Net Assets  $3,344,568,989 
Net Asset Value, offering price and redemption price per share ($3,344,568,989 ÷ 229,674,905 shares)  $14.56 

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


Statement of Operations

  Six months ended January 31, 2020 (Unaudited) 
Investment Income   
Dividends  $27,143,280 
Interest  6,556 
Income from Fidelity Central Funds (including $253,204 from security lending)  301,086 
Total income  27,450,922 
Expenses   
Management fee $1,762,600  
Custodian fees and expenses 29,594  
Independent trustees' fees and expenses 6,747  
Registration fees 28,400  
Audit 28,254  
Legal 4,698  
Interest 19,677  
Miscellaneous 9,456  
Total expenses before reductions 1,889,426  
Expense reductions (618)  
Total expenses after reductions  1,888,808 
Net investment income (loss)  25,562,114 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 164,985,161  
Fidelity Central Funds (3,126)  
Futures contracts (315,697)  
Total net realized gain (loss)  164,666,338 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 82,962,995  
Futures contracts (123,787)  
Total change in net unrealized appreciation (depreciation)  82,839,208 
Net gain (loss)  247,505,546 
Net increase (decrease) in net assets resulting from operations  $273,067,660 

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


Statement of Changes in Net Assets

 Six months ended January 31, 2020 (Unaudited) Year ended July 31, 2019 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $25,562,114 $50,829,329 
Net realized gain (loss) 164,666,338 2,394,458 
Change in net unrealized appreciation (depreciation) 82,839,208 231,016,197 
Net increase (decrease) in net assets resulting from operations 273,067,660 284,239,984 
Distributions to shareholders (74,889,307) (89,188,479) 
Share transactions   
Proceeds from sales of shares 110,053,007 1,499,718,974 
Reinvestment of distributions 61,020,034 49,465,140 
Cost of shares redeemed (680,172,997) (601,491,539) 
Net increase (decrease) in net assets resulting from share transactions (509,099,956) 947,692,575 
Total increase (decrease) in net assets (310,921,603) 1,142,744,080 
Net Assets   
Beginning of period 3,655,490,592 2,512,746,512 
End of period $3,344,568,989 $3,655,490,592 
Other Information   
Shares   
Sold 8,006,171 118,738,023 
Issued in reinvestment of distributions 4,423,533 3,757,326 
Redeemed (48,219,500) (45,864,276) 
Net increase (decrease) (35,789,796) 76,631,073 

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


Financial Highlights

Fidelity SAI U.S. Momentum Index Fund

 Six months ended (Unaudited) January 31, Years endedJuly 31,   
 2020 2019 2018 2017 A 
Selected Per–Share Data     
Net asset value, beginning of period $13.77 $13.31 $10.98 $10.00 
Income from Investment Operations     
Net investment income (loss)B .10 .20 .15 .07 
Net realized and unrealized gain (loss) .98 .71C 2.29 .91 
Total from investment operations 1.08 .91 2.44 .98 
Distributions from net investment income (.22) (.12) (.06) – 
Distributions from net realized gain (.08) (.33) (.04) – 
Total distributions (.29)D (.45) (.11)E – 
Net asset value, end of period $14.56 $13.77 $13.31 $10.98 
Total ReturnF,G 8.01% 6.94%C 22.33% 9.80% 
Ratios to Average Net AssetsH,I     
Expenses before reductions .11%J .21% .23% .35%J 
Expenses net of fee waivers, if any .11%J .15% .15% .15%J 
Expenses net of all reductions .11%J .15% .15% .15%J 
Net investment income (loss) 1.45%J 1.54% 1.19% 1.40%J 
Supplemental Data     
Net assets, end of period (000 omitted) $3,344,569 $3,655,491 $2,512,747 $744,177 
Portfolio turnover rateK 98%J 161% 153% 47%L 

 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 $.29 per share is comprised of distributions from net investment income of $.217 and distributions from net realized gain of $.077 per share.

 E 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.

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

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

 H 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.

 I 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.

 J Annualized

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

 L Amount not annualized.

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


Notes to Financial Statements (Unaudited)

For the period ended January 31, 2020

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 LLC (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.

Effective January 1, 2020:

Investment advisers Fidelity Investments Money Management, Inc., FMR Co., Inc., and Fidelity SelectCo, LLC, merged with and into Fidelity Management & Research Company. In connection with the merger transactions, the resulting, merged investment adviser was then redomiciled from Massachusetts to Delaware, changed its corporate structure from a corporation to a limited liability company, and changed its name to "Fidelity Management & Research Company LLC".

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 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 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 January 31, 2020 is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

Book-tax differences are primarily due to futures contracts, market discount and losses deferred due to wash sales 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 $598,192,821 
Gross unrealized depreciation (11,910,016) 
Net unrealized appreciation (depreciation) $586,282,805 
Tax cost $2,952,466,182 

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

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 $1,728,231,984 and $2,286,561,625, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company LLC (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.

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 LLC (FMR), or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the fund to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. 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 
Fidelity SAI U.S. Momentum Index Fund Borrower $35,093,182 1.84% $19,677 

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 $4,252 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 $22,220. 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 $15,763 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 by $618.

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 were the owners of record of approximately 52% of the total outstanding shares of the Fund.

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2019 to January 31, 2020).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2019 
Ending
Account Value
January 31, 2020 
Expenses Paid
During Period-B
August 1, 2019
to January 31, 2020 
Actual .11% $1,000.00 $1,080.10 $.58 
Hypothetical-C  $1,000.00 $1,024.58 $.56 

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

 B Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity SAI U.S. Momentum Index Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund, including the fund's sub-advisory agreement (Sub-Advisory Agreement) with Geode Capital Management, LLC (Geode). FMR and the sub-advisers are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its September 2019 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services provided by and the profits realized by Fidelity and Geode from their respective relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and are realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

Approval of Amended and Restated Advisory Contracts. At its September 2019 meeting, the Board also unanimously determined to approve an amended and restated management contract and sub-advisory agreement with Geode (Amended and Restated Contracts) in connection with an upcoming consolidation of certain of Fidelity's advisory businesses. The Board considered that, on or about January 1, 2020, FMR Co., Inc. (FMRC) expects to merge with and into FMR and, after the merger, FMR expects to redomicile as a Delaware limited liability company. The Board also approved the termination of the sub-advisory agreement with FMRC upon the completion of the merger. The Board noted that references to FMR in the Amended and Restated Contracts would be updated to reflect FMR's new form of organization and domicile. The Board also approved amendments that clarify that the fund pays its non-operating expenses, including brokerage commissions and fees and expenses associated with the fund's securities lending program, if applicable. The Board also noted Fidelity's assurance that neither the planned consolidation nor the Amended and Restated Contracts will change the investment processes, the level or nature of services provided, the resources and personnel allocated, trading and compliance operations, or any fees or expenses paid by the fund.

Nature, Extent, and Quality of Services Provided.  The Board considered staffing as it relates to the fund, including the backgrounds of investment personnel of Fidelity and Geode, and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups and with representatives of Geode. The Board considered the structure of the investment personnel compensation programs and whether the structures provide appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

The Trustees also discussed with representatives of Fidelity, at meetings throughout the year, Fidelity's role in, among other things, overseeing compliance with federal securities laws and other applicable requirements by Geode with respect to the fund and monitoring and overseeing the performance and investment capabilities of Geode. The Trustees considered that the Board had received from Fidelity periodic reports about its oversight and due diligence processes, as well as periodic reports regarding the performance of Geode.

The Board also considered the nature, extent and quality of services provided by Geode. The Trustees noted that under the Sub-Advisory Agreement, subject to oversight by Fidelity, Geode is responsible for, among other things, identifying investments and arranging for execution of portfolio transactions to implement the fund's investment strategy. In addition, the Trustees noted that Geode is responsible for providing such reporting as may be requested by Fidelity to fulfill its oversight responsibilities discussed above.

Resources Dedicated to Investment Management and Support Services.  The Board reviewed the general qualifications and capabilities of Fidelity's and Geode's investment staffs, including their size, education, experience, and resources, as well as Fidelity's and Geode's approach to recruiting, managing, and compensating investment personnel. The Board considered that Fidelity's and Geode's investment professionals have extensive resources, tools and capabilities so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously. Additionally, in its deliberations, the Board considered Fidelity's and Geode's trading, risk management, compliance, and technology and operations capabilities and resources, which are integral parts of the investment management process.

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

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

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

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

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

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

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

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

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

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

Fidelity SAI U.S. Momentum Index Fund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and above the median of its ASPG for 2018. The Board considered that the Total Mapped Group is dominated by non-factor based index funds (including Fidelity funds) with lower management fees than the fund. The Board further considered that Fidelity believes the management fee is reasonable and that the total expense ratio for the fund ranks below median.

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

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

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

The Board noted that the fund's total expense ratio ranked below the competitive median for 2018.

The Board further considered that FMR has contractually agreed to reimburse the fund to the extent that total operating expenses (with certain exceptions), as a percentage of its average net assets, exceed 0.15% through November 30, 2020.

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

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

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

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

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

The Board also reviewed Fidelity's and Geode's non-fund businesses and potential indirect benefits such businesses may have received as a result of their association with Fidelity's mutual fund business (i.e., fall-out benefits) as well as cases where Fidelity's and Geode's affiliates may benefit from the fund's business. The Board noted that changes to fall-out benefits year-over-year reflect business developments at Fidelity's and Geode's various businesses. The Board considered that a joint ad hoc committee created by it and the boards of other Fidelity funds had recently been established, and meets periodically, to evaluate potential fall-out benefits. The Board noted that the committee was expected to, among other things: (i) discuss the legal framework surrounding potential fall-out benefits; (ii) review the Board's responsibilities and approach to potential fall-out benefits; and (iii) review practices employed by competitor funds regarding the review of potential fall-out benefits. The Board noted that it would consider the committee's findings in connection with future consideration of contract renewals.

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

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

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

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

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





Fidelity Investments

SY1-SANN-0320
1.9878818.102


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.



Semi-Annual Report

January 31, 2020

Fidelity Investments
See the inside front cover for important information about access to your fund’s shareholder reports.


Fidelity Investments

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

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

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

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


Contents

Investment Summary

Schedule of Investments

Financial Statements

Notes to Financial Statements

Shareholder Expense Example

Board Approval of Investment Advisory Contracts and Management Fees


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

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

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

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

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company. © 2020 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.



Investment Summary (Unaudited)

Top Five Stocks as of January 31, 2020

 % of fund's net assets 
Intel Corp. 4.3 
AT&T, Inc. 4.0 
Verizon Communications, Inc. 4.0 
Chevron Corp. 3.5 
Citigroup, Inc. 3.5 
 19.3 

Top Five Market Sectors as of January 31, 2020

 % of fund's net assets 
Financials 21.8 
Health Care 16.9 
Information Technology 14.5 
Communication Services 13.5 
Energy 12.5 

Asset Allocation (% of fund's net assets)

As of January 31, 2020 * 
   Stocks and Equity Futures 100.0% 


 * Foreign investments - 4.7%

Schedule of Investments January 31, 2020 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.8%   
 Shares Value 
COMMUNICATION SERVICES - 13.5%   
Diversified Telecommunication Services - 8.3%   
AT&T, Inc. 2,128,579 $80,077,142 
CenturyLink, Inc. 474,461 6,481,137 
Verizon Communications, Inc. 1,319,390 78,424,542 
  164,982,821 
Media - 5.2%   
CBS Corp. Class B 261,309 8,918,476 
Comcast Corp. Class A 1,323,761 57,173,238 
Discovery Communications, Inc. Class A (a)(b) 228,415 6,683,423 
DISH Network Corp. Class A (a) 123,796 4,550,741 
Fox Corp. Class A 248,643 9,219,682 
Interpublic Group of Companies, Inc. 187,487 4,255,955 
Liberty Global PLC Class A (a) 270,631 5,553,348 
News Corp. Class A 248,279 3,381,560 
Nexstar Broadcasting Group, Inc. Class A 22,310 2,702,857 
Tegna, Inc. 104,884 1,772,540 
  104,211,820 
TOTAL COMMUNICATION SERVICES  269,194,641 
CONSUMER DISCRETIONARY - 6.2%   
Auto Components - 0.4%   
BorgWarner, Inc. 99,849 3,423,822 
Lear Corp. 26,609 3,277,697 
The Goodyear Tire & Rubber Co. 112,456 1,476,547 
  8,178,066 
Automobiles - 2.1%   
Ford Motor Co. 1,882,959 16,607,698 
General Motors Co. 607,980 20,300,452 
Harley-Davidson, Inc. 74,608 2,491,907 
Thor Industries, Inc. (b) 26,691 2,149,159 
  41,549,216 
Hotels, Restaurants & Leisure - 0.3%   
Norwegian Cruise Line Holdings Ltd. (a) 102,879 5,540,034 
Household Durables - 1.9%   
D.R. Horton, Inc. 162,148 9,599,162 
Lennar Corp. Class A 141,318 9,377,862 
Mohawk Industries, Inc. (a) 28,745 3,785,142 
Newell Brands, Inc. 184,261 3,598,617 
PulteGroup, Inc. 123,179 5,499,942 
Toll Brothers, Inc. 62,472 2,771,258 
Whirlpool Corp. 30,560 4,466,955 
  39,098,938 
Multiline Retail - 0.3%   
Kohl's Corp. 75,708 3,236,517 
Macy's, Inc. (b) 149,416 2,383,185 
  5,619,702 
Specialty Retail - 0.5%   
Aaron's, Inc. Class A 32,471 1,927,479 
Foot Locker, Inc. 51,759 1,965,289 
Gap, Inc. 102,890 1,791,315 
L Brands, Inc. 112,299 2,600,845 
Lithia Motors, Inc. Class A (sub. vtg.) 10,950 1,485,258 
  9,770,186 
Textiles, Apparel & Luxury Goods - 0.7%   
Capri Holdings Ltd. (a) 73,323 2,196,757 
Hanesbrands, Inc. 174,898 2,406,596 
PVH Corp. 35,852 3,125,219 
Ralph Lauren Corp. 24,049 2,729,562 
Tapestry, Inc. 133,428 3,438,440 
  13,896,574 
TOTAL CONSUMER DISCRETIONARY  123,652,716 
CONSUMER STAPLES - 2.9%   
Beverages - 0.3%   
Molson Coors Beverage Co. Class B 90,838 5,048,776 
Food & Staples Retailing - 1.4%   
Kroger Co. 387,806 10,416,469 
Walgreens Boots Alliance, Inc. 362,533 18,434,803 
  28,851,272 
Food Products - 1.2%   
Nomad Foods Ltd. (a) 88,404 1,783,993 
The J.M. Smucker Co. 55,152 5,714,299 
The Kraft Heinz Co. 301,150 8,793,580 
Tyson Foods, Inc. Class A 84,180 6,955,793 
  23,247,665 
TOTAL CONSUMER STAPLES  57,147,713 
ENERGY - 12.5%   
Energy Equipment & Services - 0.6%   
Baker Hughes, A GE Co. Class A 314,243 6,806,503 
Helmerich & Payne, Inc. 52,439 2,126,401 
TechnipFMC PLC 203,207 3,354,948 
  12,287,852 
Oil, Gas & Consumable Fuels - 11.9%   
Cabot Oil & Gas Corp. 197,252 2,779,281 
Chevron Corp. 650,318 69,675,071 
Cimarex Energy Co. 49,230 2,160,705 
Concho Resources, Inc. 97,207 7,366,346 
ConocoPhillips Co. 530,583 31,532,548 
Devon Energy Corp. 187,133 4,064,529 
Diamondback Energy, Inc. 77,920 5,797,248 
EOG Resources, Inc. 281,311 20,510,385 
Exxon Mobil Corp. 415,897 25,835,522 
HollyFrontier Corp. 71,797 3,225,121 
Marathon Oil Corp. 386,804 4,397,961 
Marathon Petroleum Corp. 313,978 17,111,801 
Murphy Oil Corp. 72,227 1,513,878 
Parsley Energy, Inc. Class A 135,994 2,262,940 
Phillips 66 Co. 214,869 19,632,581 
Valero Energy Corp. 198,571 16,741,521 
WPX Energy, Inc. (a) 201,514 2,408,092 
  237,015,530 
TOTAL ENERGY  249,303,382 
FINANCIALS - 21.8%   
Banks - 10.8%   
Associated Banc-Corp. 77,050 1,535,607 
Bank of America Corp. 1,173,562 38,528,040 
Bank OZK 58,454 1,588,780 
CIT Group, Inc. 45,803 2,093,655 
Citigroup, Inc. 927,706 69,030,603 
Citizens Financial Group, Inc. 210,208 7,836,554 
Comerica, Inc. 69,705 4,263,158 
East West Bancorp, Inc. 70,417 3,227,915 
Fifth Third Bancorp 343,158 9,762,845 
First Horizon National Corp. 150,471 2,407,536 
FNB Corp., Pennsylvania 157,117 1,833,555 
Hancock Whitney Corp. 42,172 1,675,915 
IBERIABANK Corp. 25,274 1,837,673 
KeyCorp 476,275 8,911,105 
PacWest Bancorp 57,944 2,030,937 
Peoples United Financial, Inc. 214,755 3,311,522 
Popular, Inc. 46,778 2,617,697 
Regions Financial Corp. 466,450 7,262,627 
Sterling Bancorp 97,699 1,953,980 
Synovus Financial Corp. 70,862 2,481,587 
Umpqua Holdings Corp. 106,486 1,799,613 
Valley National Bancorp 189,400 1,994,382 
Wells Fargo & Co. 731,576 34,340,177 
Wintrust Financial Corp. 27,597 1,746,338 
  214,071,801 
Capital Markets - 3.9%   
Franklin Resources, Inc. 134,871 3,412,236 
Goldman Sachs Group, Inc. 154,096 36,636,324 
Invesco Ltd. 179,973 3,113,533 
Janus Henderson Group PLC 75,247 1,901,492 
Morgan Stanley 594,830 31,085,816 
Stifel Financial Corp. 33,062 2,138,781 
  78,288,182 
Consumer Finance - 2.6%   
Ally Financial, Inc. 183,782 5,886,537 
Capital One Financial Corp. 225,199 22,474,860 
Discover Financial Services 151,577 11,387,980 
SLM Corp. 204,139 2,229,198 
Synchrony Financial 287,468 9,316,838 
  51,295,413 
Diversified Financial Services - 0.6%   
AXA Equitable Holdings, Inc. 212,953 5,115,131 
Jefferies Financial Group, Inc. 121,803 2,635,817 
Voya Financial, Inc. 65,279 3,899,115 
  11,650,063 
Insurance - 3.3%   
Assured Guaranty Ltd. 46,126 2,114,416 
Athene Holding Ltd. (a) 57,364 2,498,776 
Brighthouse Financial, Inc. (a) 52,834 2,055,243 
Lincoln National Corp. 95,903 5,224,795 
MetLife, Inc. 377,983 18,789,535 
Old Republic International Corp. 137,983 3,111,517 
Principal Financial Group, Inc. 124,869 6,611,814 
Prudential Financial, Inc. 194,386 17,700,789 
Reinsurance Group of America, Inc. 30,275 4,361,114 
Unum Group 99,741 2,662,087 
  65,130,086 
Mortgage Real Estate Investment Trusts - 0.2%   
MFA Financial, Inc. 218,453 1,703,933 
New Residential Investment Corp. 200,924 3,363,468 
  5,067,401 
Thrifts & Mortgage Finance - 0.4%   
Essent Group Ltd. 47,574 2,360,146 
MGIC Investment Corp. 168,618 2,325,242 
Radian Group, Inc. 97,265 2,382,020 
  7,067,408 
TOTAL FINANCIALS  432,570,354 
HEALTH CARE - 16.9%   
Biotechnology - 6.7%   
AbbVie, Inc. 711,671 57,659,584 
Alexion Pharmaceuticals, Inc. (a) 107,005 10,635,227 
Biogen, Inc. (a) 87,252 23,457,700 
Gilead Sciences, Inc. 611,759 38,663,169 
United Therapeutics Corp. (a) 21,219 2,072,460 
  132,488,140 
Health Care Providers & Services - 8.1%   
AmerisourceBergen Corp. 72,688 6,219,185 
Anthem, Inc. 122,610 32,525,981 
Cardinal Health, Inc. 141,432 7,242,733 
Centene Corp. (a) 200,090 12,567,653 
Cigna Corp. 180,569 34,737,864 
CVS Health Corp. 629,079 42,664,138 
DaVita HealthCare Partners, Inc. (a) 43,364 3,463,483 
McKesson Corp. 87,130 12,425,609 
Molina Healthcare, Inc. (a) 30,318 3,728,204 
Universal Health Services, Inc. Class B 38,841 5,325,490 
  160,900,340 
Pharmaceuticals - 2.1%   
Allergan PLC 158,738 29,626,860 
Jazz Pharmaceuticals PLC (a) 27,356 3,921,483 
Mylan NV (a) 249,575 5,345,897 
Perrigo Co. PLC 65,816 3,754,145 
  42,648,385 
TOTAL HEALTH CARE  336,036,865 
INDUSTRIALS - 5.3%   
Aerospace & Defense - 0.4%   
Spirit AeroSystems Holdings, Inc. Class A 50,055 3,269,593 
Textron, Inc. 110,376 5,069,570 
  8,339,163 
Airlines - 2.1%   
Alaska Air Group, Inc. 59,560 3,846,980 
Delta Air Lines, Inc. 278,331 15,514,170 
JetBlue Airways Corp. (a) 139,598 2,768,228 
Southwest Airlines Co. 229,032 12,592,179 
United Continental Holdings, Inc. (a) 105,229 7,871,129 
  42,592,686 
Building Products - 0.2%   
Owens Corning 52,604 3,182,016 
Construction & Engineering - 0.3%   
AECOM (a) 75,959 3,663,503 
MasTec, Inc. (a) 29,159 1,683,932 
  5,347,435 
Electrical Equipment - 0.3%   
Acuity Brands, Inc. 19,160 2,258,389 
nVent Electric PLC 75,249 1,873,700 
Regal Beloit Corp. 19,797 1,553,273 
  5,685,362 
Machinery - 1.0%   
Allison Transmission Holdings, Inc. 57,654 2,548,307 
Cummins, Inc. 74,082 11,850,898 
Oshkosh Corp. 32,909 2,831,490 
Timken Co. 32,781 1,721,986 
  18,952,681 
Professional Services - 0.3%   
Manpower, Inc. 28,511 2,608,471 
Nielsen Holdings PLC 172,051 3,509,840 
  6,118,311 
Road & Rail - 0.1%   
Knight-Swift Transportation Holdings, Inc. Class A 59,411 2,202,960 
Trading Companies & Distributors - 0.5%   
AerCap Holdings NV (a) 65,154 3,688,368 
Air Lease Corp. Class A 50,683 2,176,328 
United Rentals, Inc. (a) 36,342 4,931,246 
  10,795,942 
Transportation Infrastructure - 0.1%   
Macquarie Infrastructure Co. LLC 37,628 1,659,771 
TOTAL INDUSTRIALS  104,876,327 
INFORMATION TECHNOLOGY - 14.5%   
Communications Equipment - 0.2%   
Juniper Networks, Inc. 161,847 3,712,770 
Electronic Equipment & Components - 0.6%   
Arrow Electronics, Inc. (a) 39,385 2,990,897 
Avnet, Inc. 48,820 1,781,442 
Jabil, Inc. 67,173 2,612,358 
SYNNEX Corp. 19,758 2,721,862 
Tech Data Corp. (a) 17,129 2,465,548 
  12,572,107 
IT Services - 3.8%   
Alliance Data Systems Corp. 19,821 2,037,401 
Cognizant Technology Solutions Corp. Class A 93,980 5,768,492 
DXC Technology Co. 123,787 3,946,330 
IBM Corp. 428,248 61,552,085 
Perspecta, Inc. 66,492 1,866,430 
  75,170,738 
Semiconductors & Semiconductor Equipment - 5.7%   
Intel Corp. 1,337,755 85,522,677 
Micron Technology, Inc. (a) 535,313 28,419,767 
  113,942,444 
Software - 1.3%   
LogMeIn, Inc. 23,604 2,029,236 
Microsoft Corp. 134,088 22,825,800 
  24,855,036 
Technology Hardware, Storage & Peripherals - 2.9%   
Apple, Inc. 78,405 24,267,132 
Dell Technologies, Inc. (a) 75,026 3,659,018 
Hewlett Packard Enterprise Co. 625,712 8,716,168 
HP, Inc. 716,577 15,277,422 
NCR Corp. (a) 61,701 2,080,558 
Xerox Holdings Corp. 89,902 3,197,814 
  57,198,112 
TOTAL INFORMATION TECHNOLOGY  287,451,207 
MATERIALS - 4.8%   
Chemicals - 3.3%   
Corteva, Inc. 361,888 10,465,801 
Dow, Inc. 358,549 16,518,352 
DuPont de Nemours, Inc. 358,216 18,333,495 
Eastman Chemical Co. 65,752 4,686,145 
Huntsman Corp. 97,030 1,994,937 
LyondellBasell Industries NV Class A 124,140 9,665,540 
The Mosaic Co. 169,069 3,354,329 
  65,018,599 
Containers & Packaging - 0.8%   
Berry Global Group, Inc. (a) 63,877 2,716,050 
International Paper Co. 189,607 7,720,797 
WestRock Co. 124,705 4,863,495 
  15,300,342 
Metals & Mining - 0.7%   
Alcoa Corp. (a) 89,726 1,251,678 
Nucor Corp. 146,619 6,962,936 
Reliance Steel & Aluminum Co. 32,232 3,700,234 
Steel Dynamics, Inc. 104,181 3,112,928 
  15,027,776 
TOTAL MATERIALS  95,346,717 
UTILITIES - 1.4%   
Electric Utilities - 1.1%   
Exelon Corp. 470,062 22,370,251 
Independent Power and Renewable Electricity Producers - 0.3%   
Vistra Energy Corp. 216,824 4,882,876 
TOTAL UTILITIES  27,253,127 
TOTAL COMMON STOCKS   
(Cost $1,956,625,698)  1,982,833,049 
 Principal Amount Value 
U.S. Treasury Obligations - 0.0%   
U.S. Treasury Bills, yield at date of purchase 1.82% 3/19/20 (c)   
(Cost $119,717) 120,000 119,772 
 Shares Value 
Money Market Funds - 0.5%   
Fidelity Securities Lending Cash Central Fund 1.59% (d)(e)   
(Cost $9,207,750) 9,206,829 9,207,750 
TOTAL INVESTMENT IN SECURITIES - 100.3%   
(Cost $1,965,953,165)  1,992,160,571 
NET OTHER ASSETS (LIABILITIES) - (0.3)%  (5,744,433) 
NET ASSETS - 100%  $1,986,416,138 

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) 22 March 2020 $3,546,400 $57,703 $57,703 

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

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 $119,772.

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

 (e) 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 $54,720 
Fidelity Securities Lending Cash Central Fund 17,104 
Total $71,824 

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 January 31, 2020, 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 $269,194,641 $269,194,641 $-- $-- 
Consumer Discretionary 123,652,716 123,652,716 -- -- 
Consumer Staples 57,147,713 57,147,713 -- -- 
Energy 249,303,382 249,303,382 -- -- 
Financials 432,570,354 432,570,354 -- -- 
Health Care 336,036,865 336,036,865 -- -- 
Industrials 104,876,327 104,876,327 -- -- 
Information Technology 287,451,207 287,451,207 -- -- 
Materials 95,346,717 95,346,717 -- -- 
Utilities 27,253,127 27,253,127 -- -- 
U.S. Government and Government Agency Obligations 119,772 -- 119,772 -- 
Money Market Funds 9,207,750 9,207,750 -- -- 
Total Investments in Securities: $1,992,160,571 $1,992,040,799 $119,772 $-- 
Derivative Instruments:     
Assets     
Futures Contracts $57,703 $57,703 $-- $-- 
Total Assets $57,703 $57,703 $-- $-- 
Total Derivative Instruments: $57,703 $57,703 $-- $-- 

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of January 31, 2020. 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) $57,703 $0 
Total Equity Risk 57,703 
Total Value of Derivatives $57,703 $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 Total accumulated earnings (loss).

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


Financial Statements

Statement of Assets and Liabilities

  January 31, 2020 (Unaudited) 
Assets   
Investment in securities, at value (including securities loaned of $8,788,256) — See accompanying schedule:
Unaffiliated issuers (cost $1,956,745,415) 
$1,982,952,821  
Fidelity Central Funds (cost $9,207,750) 9,207,750  
Total Investment in Securities (cost $1,965,953,165)  $1,992,160,571 
Segregated cash with brokers for derivative instruments  250 
Receivable for fund shares sold  533,014 
Dividends receivable  4,461,993 
Distributions receivable from Fidelity Central Funds  3,858 
Prepaid expenses  1,872 
Other receivables  
Total assets  1,997,161,562 
Liabilities   
Payable to custodian bank $796,982  
Payable for fund shares redeemed 471,942  
Accrued management fee 174,386  
Payable for daily variation margin on futures contracts 59,156  
Other payables and accrued expenses 35,361  
Collateral on securities loaned 9,207,597  
Total liabilities  10,745,424 
Net Assets  $1,986,416,138 
Net Assets consist of:   
Paid in capital  $1,959,223,866 
Total accumulated earnings (loss)  27,192,272 
Net Assets  $1,986,416,138 
Net Asset Value, offering price and redemption price per share ($1,986,416,138 ÷ 193,372,743 shares)  $10.27 

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


Statement of Operations

  Six months ended January 31, 2020 (Unaudited) 
Investment Income   
Dividends  $28,982,220 
Interest  2,575 
Income from Fidelity Central Funds (including $17,104 from security lending)  71,824 
Total income  29,056,619 
Expenses   
Management fee $981,918  
Custodian fees and expenses 17,309  
Independent trustees' fees and expenses 3,526  
Registration fees 30,261  
Audit 31,385  
Legal 2,105  
Interest 919  
Miscellaneous 4,509  
Total expenses  1,071,932 
Net investment income (loss)  27,984,687 
Realized and Unrealized Gain (Loss)   
Net realized gain (loss) on:   
Investment securities:   
Unaffiliated issuers 51,673,020  
Fidelity Central Funds 226  
Futures contracts 544,335  
Total net realized gain (loss)  52,217,581 
Change in net unrealized appreciation (depreciation) on:   
Investment securities:   
Unaffiliated issuers 17,929,283  
Futures contracts (19,400)  
Total change in net unrealized appreciation (depreciation)  17,909,883 
Net gain (loss)  70,127,464 
Net increase (decrease) in net assets resulting from operations  $98,112,151 

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


Statement of Changes in Net Assets

 Six months ended January 31, 2020 (Unaudited) Year ended July 31, 2019 
Increase (Decrease) in Net Assets   
Operations   
Net investment income (loss) $27,984,687 $50,403,392 
Net realized gain (loss) 52,217,581 (17,902,029) 
Change in net unrealized appreciation (depreciation) 17,909,883 (294,908) 
Net increase (decrease) in net assets resulting from operations 98,112,151 32,206,455 
Distributions to shareholders (47,902,133) (66,034,772) 
Share transactions   
Proceeds from sales of shares 296,953,892 812,292,938 
Reinvestment of distributions 31,571,367 26,777,127 
Cost of shares redeemed (180,458,711) (975,258,724) 
Net increase (decrease) in net assets resulting from share transactions 148,066,548 (136,188,659) 
Total increase (decrease) in net assets 198,276,566 (170,016,976) 
Net Assets   
Beginning of period 1,788,139,572 1,958,156,548 
End of period $1,986,416,138 $1,788,139,572 
Other Information   
Shares   
Sold 30,139,098 86,804,375 
Issued in reinvestment of distributions 3,017,446 2,944,380 
Redeemed (17,484,822) (100,973,131) 
Net increase (decrease) 15,671,722 (11,224,376) 

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


Financial Highlights

Fidelity SAI U.S. Value Index Fund

 Six months ended (Unaudited) January 31, Years endedJuly 31,  
 2020 2019 2018 A 
Selected Per–Share Data    
Net asset value, beginning of period $10.06 $10.36 $10.00 
Income from Investment Operations    
Net investment income (loss)B .15 .25 .14 
Net realized and unrealized gain (loss) .32 (.22) .23 
Total from investment operations .47 .03 .37 
Distributions from net investment income (.26) (.19) (.01) 
Distributions from net realized gain – (.14) – 
Total distributions (.26) (.33) (.01) 
Net asset value, end of period $10.27 $10.06 $10.36 
Total ReturnC,D 4.65% .62% 3.67% 
Ratios to Average Net AssetsE,F    
Expenses before reductions .11%G .21% .28%G 
Expenses net of fee waivers, if any .11%G .15% .15%G 
Expenses net of all reductions .11%G .15% .15%G 
Net investment income (loss) 2.85%G 2.61% 2.20%G 
Supplemental Data    
Net assets, end of period (000 omitted) $1,986,416 $1,788,140 $1,958,157 
Portfolio turnover rateH 78%G 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 (Unaudited)

For the period ended January 31, 2020

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 LLC (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.

Effective January 1, 2020:

Investment advisers Fidelity Investments Money Management, Inc., FMR Co., Inc., and Fidelity SelectCo, LLC, merged with and into Fidelity Management & Research Company. In connection with the merger transactions, the resulting, merged investment adviser was then redomiciled from Massachusetts to Delaware, changed its corporate structure from a corporation to a limited liability company, and changed its name to "Fidelity Management & Research Company LLC".

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 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 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 January 31, 2020 is included at the end of the Fund's Schedule of Investments.

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

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

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

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

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

Book-tax differences are primarily due to futures contracts, market discount and losses deferred due to wash sales 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 $158,993,343 
Gross unrealized depreciation (156,521,473) 
Net unrealized appreciation (depreciation) $2,471,870 
Tax cost $1,989,746,404 

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

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 $890,062,097 and $757,874,060, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company LLC (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.

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 LLC (FMR), or other affiliated entities of FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the fund to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. 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 
Fidelity SAI U.S. Value Index Fund Borrower $18,587,000 1.78% $919 

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

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,278 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 $1,679. 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 $24 from securities loaned to NFS, as affiliated borrower.

9. Other.

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

At the end of the period, Strategic Advisers Fidelity U.S. Total Stock Fund was the owner of record of approximately 43% of the total outstanding shares of the Fund.

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2019 to January 31, 2020).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 Annualized Expense Ratio-A Beginning
Account Value
August 1, 2019 
Ending
Account Value
January 31, 2020 
Expenses Paid
During Period-B
August 1, 2019
to January 31, 2020 
Actual .11% $1,000.00 $1,046.50 $.57 
Hypothetical-C  $1,000.00 $1,024.58 $.56 

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

 B Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

 C 5% return per year before expenses

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity SAI U.S. Value Index Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund, including the fund's sub-advisory agreement (Sub-Advisory Agreement) with Geode Capital Management, LLC (Geode). FMR and the sub-advisers are referred to herein as the Investment Advisers. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

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

At its September 2019 meeting, the Board unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services provided by and the profits realized by Fidelity and Geode from their respective relationships with the fund; and (iv) the extent to which, if any, economies of scale exist and are realized as the fund grows, and whether any economies of scale are appropriately shared with fund shareholders.

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

Approval of Amended and Restated Advisory Contracts. At its September 2019 meeting, the Board also unanimously determined to approve an amended and restated management contract and sub-advisory agreement with Geode (Amended and Restated Contracts) in connection with an upcoming consolidation of certain of Fidelity's advisory businesses. The Board considered that, on or about January 1, 2020, FMR Co., Inc. (FMRC) expects to merge with and into FMR and, after the merger, FMR expects to redomicile as a Delaware limited liability company. The Board also approved the termination of the sub-advisory agreement with FMRC upon the completion of the merger. The Board noted that references to FMR in the Amended and Restated Contracts would be updated to reflect FMR's new form of organization and domicile. The Board also approved amendments that clarify that the fund pays its non-operating expenses, including brokerage commissions and fees and expenses associated with the fund's securities lending program, if applicable. The Board also noted Fidelity's assurance that neither the planned consolidation nor the Amended and Restated Contracts will change the investment processes, the level or nature of services provided, the resources and personnel allocated, trading and compliance operations, or any fees or expenses paid by the fund.

Nature, Extent, and Quality of Services Provided.  The Board considered staffing as it relates to the fund, including the backgrounds of investment personnel of Fidelity and Geode, and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups and with representatives of Geode. The Board considered the structure of the investment personnel compensation programs and whether the structures provide appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

The Trustees also discussed with representatives of Fidelity, at meetings throughout the year, Fidelity's role in, among other things, overseeing compliance with federal securities laws and other applicable requirements by Geode with respect to the fund and monitoring and overseeing the performance and investment capabilities of Geode. The Trustees considered that the Board had received from Fidelity periodic reports about its oversight and due diligence processes, as well as periodic reports regarding the performance of Geode.

The Board also considered the nature, extent and quality of services provided by Geode. The Trustees noted that under the Sub-Advisory Agreement, subject to oversight by Fidelity, Geode is responsible for, among other things, identifying investments and arranging for execution of portfolio transactions to implement the fund's investment strategy. In addition, the Trustees noted that Geode is responsible for providing such reporting as may be requested by Fidelity to fulfill its oversight responsibilities discussed above.

Resources Dedicated to Investment Management and Support Services.  The Board reviewed the general qualifications and capabilities of Fidelity's and Geode's investment staffs, including their size, education, experience, and resources, as well as Fidelity's and Geode's approach to recruiting, managing, and compensating investment personnel. The Board considered that Fidelity's and Geode's investment professionals have extensive resources, tools and capabilities so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously. Additionally, in its deliberations, the Board considered Fidelity's and Geode's trading, risk management, compliance, and technology and operations capabilities and resources, which are integral parts of the investment management process.

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

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

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

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

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

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

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

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

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

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

Fidelity SAI U.S. Value Index Fund


The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and above the median of its ASPG for 2018. The Board considered that the Total Mapped Group is dominated by non-factor based index funds (including Fidelity funds) with lower management fees than the fund. The Board further considered that Fidelity believes the management fee is reasonable and that the total expense ratio for the fund ranks below median.

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

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

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

The Board noted that the fund's total expense ratio ranked below the competitive median for 2018.

The Board further considered that FMR has contractually agreed to reimburse the fund to the extent that total operating expenses (with certain exceptions), as a percentage of its average net assets, exceed 0.15% through November 30, 2020.

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

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

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

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

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

The Board also reviewed Fidelity's and Geode's non-fund businesses and potential indirect benefits such businesses may have received as a result of their association with Fidelity's mutual fund business (i.e., fall-out benefits) as well as cases where Fidelity's and Geode's affiliates may benefit from the fund's business. The Board noted that changes to fall-out benefits year-over-year reflect business developments at Fidelity's and Geode's various businesses. The Board considered that a joint ad hoc committee created by it and the boards of other Fidelity funds had recently been established, and meets periodically, to evaluate potential fall-out benefits. The Board noted that the committee was expected to, among other things: (i) discuss the legal framework surrounding potential fall-out benefits; (ii) review the Board's responsibilities and approach to potential fall-out benefits; and (iii) review practices employed by competitor funds regarding the review of potential fall-out benefits. The Board noted that it would consider the committee's findings in connection with future consideration of contract renewals.

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

The Board also considered information regarding the profitability of Geode's relationship with the fund.

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

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

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

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





Fidelity Investments

USV-SANN-0320
1.9885516.102



Item 2.

Code of Ethics


Not applicable.

 

Item 3.

Audit Committee Financial Expert


Not applicable.


Item 4.

Principal Accountant Fees and Services


Not applicable.


Item 5.

Audit Committee of Listed Registrants


Not applicable.


Item 6.  

Investments


(a)

Not applicable.


(b)

Not applicable


Item 7.

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


Not applicable.


Item 8.

Portfolio Managers of Closed-End Management Investment Companies


Not applicable.


Item 9.  

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


Not applicable.


Item 10.

Submission of Matters to a Vote of Security Holders


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


Item 11.

Controls and Procedures


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


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


Item 12.

Disclosure of Securities Lending Activities for Closed-End Management

Investment Companies


Not applicable.



Item 13.

Exhibits


(a)

(1)

Not applicable.

(a)

(2)

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

(a)

(3)

Not applicable.

(b)


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


SIGNATURES


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


Fidelity Salem Street Trust



By:

/s/Laura M. Del Prato


Laura M. Del Prato


President and Treasurer



Date:

March 25, 2020


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



By:

/s/Laura M. Del Prato


Laura M. Del Prato


President and Treasurer



Date:

March 25, 2020



By:

/s/John J. Burke III


John J. Burke III


Chief Financial Officer



Date:

March 25, 2020