N-Q 1 main.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-215

Fidelity Hastings Street Trust
(Exact name of registrant as specified in charter)

245 Summer St., Boston, Massachusetts 02210
(Address of principal executive offices)       (Zip code)

Scott C. Goebel, 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:

June 30

 

 

Date of reporting period:

March 31, 2013

Item 1. Schedule of Investments

Quarterly Holdings Report

for

Fidelity Advisor®
Series Mega Cap Fund

March 31, 2013

1.950945.100
AMHTI-QTLY-0513

Investments March 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.7%

Shares

Value

CONSUMER DISCRETIONARY - 12.2%

Auto Components - 0.4%

Johnson Controls, Inc.

20,921

$ 733,699

Automobiles - 0.7%

Ford Motor Co.

88,294

1,161,066

Hotels, Restaurants & Leisure - 0.9%

McDonald's Corp.

9,500

947,055

Yum! Brands, Inc.

8,300

597,102

 

1,544,157

Internet & Catalog Retail - 0.2%

priceline.com, Inc. (a)

359

246,967

Media - 5.6%

Comcast Corp. Class A (special) (non-vtg.)

88,600

3,510,332

News Corp. Class A

19,500

595,140

The Walt Disney Co.

19,000

1,079,200

Time Warner Cable, Inc.

4,420

424,585

Time Warner, Inc.

45,100

2,598,662

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

15,800

972,806

 

9,180,725

Multiline Retail - 2.2%

Target Corp.

53,800

3,682,610

Specialty Retail - 2.1%

Home Depot, Inc.

9,505

663,259

Lowe's Companies, Inc.

74,000

2,806,080

 

3,469,339

Textiles, Apparel & Luxury Goods - 0.1%

Coach, Inc.

2,300

114,977

TOTAL CONSUMER DISCRETIONARY

20,133,540

CONSUMER STAPLES - 10.7%

Beverages - 3.1%

PepsiCo, Inc.

23,600

1,866,996

The Coca-Cola Co.

80,105

3,239,446

 

5,106,442

Food & Staples Retailing - 2.5%

CVS Caremark Corp.

21,800

1,198,782

Walgreen Co.

62,105

2,961,166

 

4,159,948

Food Products - 0.7%

Kellogg Co.

18,540

1,194,532

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Household Products - 3.5%

Kimberly-Clark Corp.

15,829

$ 1,550,925

Procter & Gamble Co.

54,500

4,199,770

 

5,750,695

Tobacco - 0.9%

Altria Group, Inc.

6,527

224,464

Lorillard, Inc.

13,062

527,052

Philip Morris International, Inc.

6,900

639,699

 

1,391,215

TOTAL CONSUMER STAPLES

17,602,832

ENERGY - 12.8%

Energy Equipment & Services - 2.3%

Halliburton Co.

40,800

1,648,728

National Oilwell Varco, Inc.

9,400

665,050

Schlumberger Ltd.

19,543

1,463,575

 

3,777,353

Oil, Gas & Consumable Fuels - 10.5%

Apache Corp.

19,640

1,515,422

Chevron Corp.

45,900

5,453,838

Exxon Mobil Corp.

62,700

5,649,897

Occidental Petroleum Corp.

44,330

3,474,142

The Williams Companies, Inc.

32,200

1,206,212

 

17,299,511

TOTAL ENERGY

21,076,864

FINANCIALS - 19.2%

Capital Markets - 3.4%

BlackRock, Inc. Class A

2,800

719,264

Charles Schwab Corp.

97,008

1,716,072

Morgan Stanley

103,200

2,268,336

State Street Corp.

15,418

911,050

 

5,614,722

Commercial Banks - 5.0%

PNC Financial Services Group, Inc.

18,288

1,216,152

U.S. Bancorp

45,100

1,530,243

Wells Fargo & Co.

146,183

5,407,309

 

8,153,704

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Diversified Financial Services - 8.5%

Bank of America Corp.

248,465

$ 3,026,304

Citigroup, Inc.

90,517

4,004,472

JPMorgan Chase & Co.

145,535

6,907,091

 

13,937,867

Insurance - 2.3%

AFLAC, Inc.

6,950

361,539

American International Group, Inc. (a)

24,700

958,854

MetLife, Inc.

54,800

2,083,496

Prudential Financial, Inc.

7,500

442,425

 

3,846,314

TOTAL FINANCIALS

31,552,607

HEALTH CARE - 12.6%

Biotechnology - 1.0%

Amgen, Inc.

15,700

1,609,407

Health Care Equipment & Supplies - 1.3%

Abbott Laboratories

19,951

704,669

Baxter International, Inc.

8,500

617,440

Stryker Corp.

12,400

808,976

 

2,131,085

Health Care Providers & Services - 3.7%

Aetna, Inc.

23,800

1,216,656

McKesson Corp.

16,845

1,818,586

UnitedHealth Group, Inc.

26,118

1,494,211

WellPoint, Inc.

24,600

1,629,258

 

6,158,711

Life Sciences Tools & Services - 0.4%

Thermo Fisher Scientific, Inc.

8,500

650,165

Pharmaceuticals - 6.2%

AbbVie, Inc.

27,838

1,135,234

Eli Lilly & Co.

10,813

614,070

Johnson & Johnson

40,900

3,334,577

Merck & Co., Inc.

88,000

3,892,240

Pfizer, Inc.

40,592

1,171,485

 

10,147,606

TOTAL HEALTH CARE

20,696,974

Common Stocks - continued

Shares

Value

INDUSTRIALS - 9.5%

Aerospace & Defense - 2.6%

Honeywell International, Inc.

10,200

$ 768,570

Precision Castparts Corp.

1,800

341,316

The Boeing Co.

22,207

1,906,471

United Technologies Corp.

13,900

1,298,677

 

4,315,034

Air Freight & Logistics - 1.5%

United Parcel Service, Inc. Class B

28,100

2,413,790

Industrial Conglomerates - 3.3%

General Electric Co.

232,009

5,364,048

Machinery - 0.4%

Illinois Tool Works, Inc.

11,300

688,622

Road & Rail - 1.7%

CSX Corp.

43,372

1,068,252

Norfolk Southern Corp.

12,766

984,003

Union Pacific Corp.

5,100

726,291

 

2,778,546

TOTAL INDUSTRIALS

15,560,040

INFORMATION TECHNOLOGY - 18.9%

Communications Equipment - 2.6%

Cisco Systems, Inc.

129,800

2,714,118

QUALCOMM, Inc.

22,800

1,526,460

 

4,240,578

Computers & Peripherals - 4.1%

Apple, Inc.

15,199

6,727,533

Internet Software & Services - 2.4%

Google, Inc. Class A (a)

5,107

4,055,111

IT Services - 4.7%

Accenture PLC Class A

6,100

463,417

Automatic Data Processing, Inc.

10,033

652,346

Cognizant Technology Solutions Corp. Class A (a)

18,865

1,445,248

IBM Corp.

6,700

1,429,110

MasterCard, Inc. Class A

3,750

2,029,238

Visa, Inc. Class A

9,900

1,681,416

 

7,700,775

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - 0.6%

Broadcom Corp. Class A

18,582

$ 644,238

Intel Corp.

16,300

356,155

 

1,000,393

Software - 4.5%

Adobe Systems, Inc. (a)

20,366

886,125

Microsoft Corp.

137,720

3,940,169

Oracle Corp.

38,600

1,248,324

salesforce.com, Inc. (a)

3,500

625,905

VMware, Inc. Class A (a)

8,782

692,724

 

7,393,247

TOTAL INFORMATION TECHNOLOGY

31,117,637

MATERIALS - 1.4%

Chemicals - 1.4%

Air Products & Chemicals, Inc.

8,100

705,672

E.I. du Pont de Nemours & Co.

23,730

1,166,567

Monsanto Co.

4,700

496,461

 

2,368,700

TELECOMMUNICATION SERVICES - 1.8%

Diversified Telecommunication Services - 1.8%

Verizon Communications, Inc.

59,050

2,902,308

UTILITIES - 0.6%

Electric Utilities - 0.6%

FirstEnergy Corp.

23,200

979,040

TOTAL COMMON STOCKS

(Cost $149,775,647)


163,990,542

Convertible Preferred Stocks - 0.1%

 

 

 

 

INDUSTRIALS - 0.1%

Aerospace & Defense - 0.1%

United Technologies Corp. 7.50%

(Cost $138,150)

2,500


149,625

Money Market Funds - 0.4%

Shares

Value

Fidelity Cash Central Fund, 0.15% (b)
(Cost $697,317)

697,317

$ 697,317

TOTAL INVESTMENT PORTFOLIO - 100.2%

(Cost $150,611,114)

164,837,484

NET OTHER ASSETS (LIABILITIES) - (0.2)%

(324,800)

NET ASSETS - 100%

$ 164,512,684

Legend

(a) Non-income producing

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

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 395

Other Information

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

During the period, affiliated entities delivered cash and securities valued at $151,144,783 in exchange for 15,114,478 shares of the Fund. The Fund recognized no gain or loss for federal income tax purposes.

Income Tax Information

At March 31, 2013, the cost of investment securities for income tax purposes was $150,634,260. Net unrealized appreciation aggregated $14,203,224, of which $15,712,351 related to appreciated investment securities and $1,509,127 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing 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 Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's 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 is responsible for approving and reporting to the Board all fair value determinations. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: 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). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. 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 in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2.

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

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Fifty

March 31, 2013

1.799847.109
FIF-QTLY-0513

Investments March 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.2%

Shares

Value

CONSUMER DISCRETIONARY - 15.7%

Household Durables - 3.3%

PulteGroup, Inc. (a)

1,110,700

$ 22,480,568

Leisure Equipment & Products - 0.2%

Brunswick Corp.

38,500

1,317,470

Media - 5.7%

Comcast Corp. Class A

314,100

13,195,341

Discovery Communications, Inc. (a)

327,000

25,747,980

 

38,943,321

Specialty Retail - 3.9%

Cabela's, Inc. Class A (a)

160,800

9,773,424

Home Depot, Inc.

234,000

16,328,520

 

26,101,944

Textiles, Apparel & Luxury Goods - 2.6%

PVH Corp.

157,000

16,769,170

Ralph Lauren Corp.

6,000

1,015,860

 

17,785,030

TOTAL CONSUMER DISCRETIONARY

106,628,333

CONSUMER STAPLES - 1.4%

Personal Products - 1.4%

Estee Lauder Companies, Inc. Class A

144,100

9,226,723

ENERGY - 14.3%

Energy Equipment & Services - 1.2%

Schlumberger Ltd.

111,200

8,327,768

Oil, Gas & Consumable Fuels - 13.1%

Cabot Oil & Gas Corp.

330,000

22,311,300

Continental Resources, Inc. (a)

64,000

5,563,520

Noble Energy, Inc.

155,899

18,031,278

Phillips 66

292,000

20,431,240

Pioneer Natural Resources Co.

180,500

22,427,125

 

88,764,463

TOTAL ENERGY

97,092,231

FINANCIALS - 17.0%

Capital Markets - 7.6%

Ameriprise Financial, Inc.

217,600

16,026,240

BlackRock, Inc. Class A

47,900

12,304,552

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Capital Markets - continued

State Street Corp.

228,000

$ 13,472,520

The Blackstone Group LP

498,000

9,850,440

 

51,653,752

Diversified Financial Services - 5.4%

Bank of America Corp.

968,000

11,790,240

Citigroup, Inc.

559,000

24,730,160

 

36,520,400

Insurance - 3.1%

Berkshire Hathaway, Inc. Class B (a)

91,000

9,482,200

The Travelers Companies, Inc.

142,000

11,954,980

 

21,437,180

Real Estate Investment Trusts - 0.9%

American Tower Corp.

77,900

5,992,068

TOTAL FINANCIALS

115,603,400

HEALTH CARE - 14.4%

Biotechnology - 12.3%

Amgen, Inc.

170,100

17,436,951

Biogen Idec, Inc. (a)

14,200

2,739,322

Celgene Corp. (a)

124,000

14,372,840

Gilead Sciences, Inc. (a)

398,000

19,474,140

Medivation, Inc. (a)

298,000

13,937,460

Onyx Pharmaceuticals, Inc. (a)

179,000

15,905,940

 

83,866,653

Health Care Equipment & Supplies - 1.8%

The Cooper Companies, Inc.

115,567

12,467,368

Pharmaceuticals - 0.3%

Allergan, Inc.

16,000

1,786,080

TOTAL HEALTH CARE

98,120,101

INDUSTRIALS - 12.9%

Aerospace & Defense - 2.4%

United Technologies Corp.

173,000

16,163,390

Airlines - 1.0%

Southwest Airlines Co.

502,800

6,777,744

Electrical Equipment - 1.8%

Eaton Corp. PLC

199,000

12,188,750

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Road & Rail - 7.7%

Canadian Pacific Railway Ltd. (d)

249,000

$ 32,487,533

J.B. Hunt Transport Services, Inc.

266,200

19,826,576

 

52,314,109

TOTAL INDUSTRIALS

87,443,993

INFORMATION TECHNOLOGY - 15.1%

Internet Software & Services - 5.5%

eBay, Inc. (a)

122,700

6,652,794

Google, Inc. Class A (a)

35,000

27,791,050

SciQuest, Inc. (a)

112,000

2,692,480

 

37,136,324

IT Services - 6.4%

Accenture PLC Class A

20,000

1,519,400

Cognizant Technology Solutions Corp. Class A (a)

122,100

9,354,081

MasterCard, Inc. Class A

45,500

24,621,415

Visa, Inc. Class A

46,000

7,812,640

 

43,307,536

Software - 3.2%

salesforce.com, Inc. (a)

103,600

18,526,788

ServiceNow, Inc.

40,500

1,466,100

Ultimate Software Group, Inc. (a)

11,000

1,145,760

Workday, Inc. Class A (d)

13,500

832,005

 

21,970,653

TOTAL INFORMATION TECHNOLOGY

102,414,513

MATERIALS - 7.4%

Chemicals - 7.4%

Eastman Chemical Co.

424,000

29,624,880

Ecolab, Inc.

46,000

3,688,280

FMC Corp.

133,800

7,630,614

Monsanto Co.

87,000

9,189,810

 

50,133,584

TOTAL COMMON STOCKS

(Cost $590,408,712)


666,662,878

Money Market Funds - 7.9%

Shares

Value

Fidelity Cash Central Fund, 0.15% (b)

19,949,169

$ 19,949,169

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)

34,004,400

34,004,400

TOTAL MONEY MARKET FUNDS

(Cost $53,953,569)


53,953,569

TOTAL INVESTMENT PORTFOLIO - 106.1%

(Cost $644,362,281)

720,616,447

NET OTHER ASSETS (LIABILITIES) - (6.1)%

(41,628,617)

NET ASSETS - 100%

$ 678,987,830

Legend

(a) Non-income producing

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

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

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

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

$ 9,611

Fidelity Securities Lending Cash Central Fund

47,633

Total

$ 57,244

Other Information

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

Income Tax Information

At March 31, 2013, the cost of investment securities for income tax purposes was $647,860,409. Net unrealized appreciation aggregated $72,756,038, of which $78,382,391 related to appreciated investment securities and $5,626,353 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing 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 Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's 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 is responsible for approving and reporting to the Board all fair value determinations. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: 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). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. 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 in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2.

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

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please

see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Fund

March 31, 2013

1.799854.109
FID-QTLY-0513

Investments March 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.2%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 14.0%

Automobiles - 0.2%

Ford Motor Co.

885,000

$ 11,638

Hotels, Restaurants & Leisure - 1.1%

Las Vegas Sands Corp.

200,000

11,270

Starbucks Corp.

895,098

50,985

 

62,255

Household Durables - 2.5%

D.R. Horton, Inc.

2,340,600

56,877

PulteGroup, Inc. (a)

796,100

16,113

Ryland Group, Inc. (d)

651,000

27,095

Whirlpool Corp.

309,100

36,616

 

136,701

Internet & Catalog Retail - 0.7%

Amazon.com, Inc. (a)

149,500

39,840

Leisure Equipment & Products - 0.3%

Brunswick Corp.

400,000

13,688

Media - 5.5%

CBS Corp. Class B

750,000

35,018

Comcast Corp. Class A

2,557,000

107,420

News Corp. Class B

1,250,000

38,450

The Walt Disney Co.

1,473,800

83,712

Time Warner, Inc.

700,000

40,334

 

304,934

Multiline Retail - 0.4%

Next PLC

314,600

20,870

Specialty Retail - 2.8%

Home Depot, Inc.

1,744,800

121,752

TJX Companies, Inc.

668,900

31,271

 

153,023

Textiles, Apparel & Luxury Goods - 0.5%

Ralph Lauren Corp.

168,873

28,592

TOTAL CONSUMER DISCRETIONARY

771,541

CONSUMER STAPLES - 11.0%

Beverages - 2.2%

Beam, Inc.

169,300

10,757

The Coca-Cola Co.

2,823,500

114,182

 

124,939

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Food & Staples Retailing - 2.3%

CVS Caremark Corp.

2,021,700

$ 111,173

Walgreen Co.

300,000

14,304

 

125,477

Food Products - 1.8%

Bunge Ltd.

510,000

37,653

Kraft Foods Group, Inc.

441,133

22,732

Mondelez International, Inc.

750,000

22,958

The Hershey Co.

175,000

15,318

 

98,661

Household Products - 2.9%

Colgate-Palmolive Co.

330,400

38,997

Procter & Gamble Co.

1,550,000

119,443

 

158,440

Tobacco - 1.8%

Japan Tobacco, Inc.

1,424,000

45,382

Philip Morris International, Inc.

567,900

52,650

 

98,032

TOTAL CONSUMER STAPLES

605,549

ENERGY - 8.0%

Energy Equipment & Services - 1.4%

Ensco PLC Class A

376,900

22,614

Halliburton Co.

625,000

25,256

Noble Corp.

500,000

19,075

Seadrill Ltd.

300,000

11,163

 

78,108

Oil, Gas & Consumable Fuels - 6.6%

Anadarko Petroleum Corp.

1,003,350

87,743

Cheniere Energy, Inc. (a)

489,100

13,695

Concho Resources, Inc. (a)

200,000

19,486

EV Energy Partners LP

259,500

14,161

Hess Corp.

486,800

34,860

InterOil Corp. (a)(d)

205,800

15,663

Marathon Oil Corp.

250,000

8,430

Marathon Petroleum Corp.

273,800

24,532

Murphy Oil Corp.

555,000

35,370

Occidental Petroleum Corp.

470,700

36,889

Tesoro Logistics LP

225,000

12,143

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

The Williams Companies, Inc.

1,247,000

$ 46,713

WPX Energy, Inc. (a)

755,300

12,100

 

361,785

TOTAL ENERGY

439,893

FINANCIALS - 18.3%

Capital Markets - 2.5%

Charles Schwab Corp.

850,000

15,037

Goldman Sachs Group, Inc.

267,700

39,392

Invesco Ltd.

350,000

10,136

Morgan Stanley

1,598,700

35,139

T. Rowe Price Group, Inc.

305,200

22,850

UBS AG (NY Shares)

1,041,000

16,021

 

138,575

Commercial Banks - 3.9%

M&T Bank Corp.

264,300

27,265

SunTrust Banks, Inc.

1,214,900

35,001

U.S. Bancorp

733,000

24,871

Wells Fargo & Co.

2,969,167

109,829

Zions Bancorporation

601,351

15,028

 

211,994

Consumer Finance - 1.9%

American Express Co.

767,092

51,748

Discover Financial Services

1,223,400

54,857

 

106,605

Diversified Financial Services - 6.0%

Bank of America Corp.

6,531,700

79,556

Citigroup, Inc.

3,152,510

139,467

JPMorgan Chase & Co.

2,407,000

114,236

 

333,259

Insurance - 2.3%

American International Group, Inc. (a)

1,705,000

66,188

Berkshire Hathaway, Inc. Class B (a)

592,400

61,728

 

127,916

Real Estate Investment Trusts - 1.7%

American Tower Corp.

1,001,300

77,020

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Real Estate Investment Trusts - continued

Public Storage

57,300

$ 8,728

Weyerhaeuser Co.

300,000

9,414

 

95,162

TOTAL FINANCIALS

1,013,511

HEALTH CARE - 15.2%

Biotechnology - 6.5%

Acorda Therapeutics, Inc. (a)

551,237

17,656

Amgen, Inc.

1,139,700

116,831

Biogen Idec, Inc. (a)

534,600

103,130

BioMarin Pharmaceutical, Inc. (a)

406,400

25,302

Gilead Sciences, Inc. (a)

1,114,800

54,547

Grifols SA ADR

482,535

13,998

Seattle Genetics, Inc. (a)

314,300

11,161

Theravance, Inc. (a)

710,200

16,775

 

359,400

Health Care Equipment & Supplies - 0.5%

Covidien PLC

446,500

30,291

Health Care Providers & Services - 1.1%

Brookdale Senior Living, Inc. (a)

838,400

23,375

Henry Schein, Inc. (a)

351,300

32,513

Qualicorp SA (a)

281,000

2,823

 

58,711

Pharmaceuticals - 7.1%

AbbVie, Inc.

600,000

24,468

Allergan, Inc.

720,200

80,396

AVANIR Pharmaceuticals Class A (a)(d)

2,920,500

8,002

Eli Lilly & Co.

1,109,300

62,997

Johnson & Johnson

1,250,000

101,913

Pfizer, Inc.

3,979,400

114,845

 

392,621

TOTAL HEALTH CARE

841,023

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - 8.1%

Aerospace & Defense - 2.3%

Honeywell International, Inc.

779,200

$ 58,713

Textron, Inc.

2,208,600

65,838

 

124,551

Building Products - 2.0%

Armstrong World Industries, Inc.

1,272,875

71,141

ASSA ABLOY AB (B Shares)

1,025,600

41,880

 

113,021

Industrial Conglomerates - 0.7%

Danaher Corp.

643,800

40,012

Machinery - 1.4%

Caterpillar, Inc.

190,000

16,524

Cummins, Inc.

539,000

62,422

 

78,946

Road & Rail - 1.7%

Union Pacific Corp.

643,300

91,612

TOTAL INDUSTRIALS

448,142

INFORMATION TECHNOLOGY - 14.5%

Communications Equipment - 2.6%

Motorola Solutions, Inc.

1,374,300

87,996

QUALCOMM, Inc.

830,800

55,622

 

143,618

Computers & Peripherals - 1.5%

Apple, Inc.

183,500

81,223

Electronic Equipment & Components - 1.4%

Amphenol Corp. Class A

1,072,738

80,080

Internet Software & Services - 5.2%

eBay, Inc. (a)

1,081,900

58,661

Facebook, Inc. Class A

260,071

6,653

Google, Inc. Class A (a)

251,800

199,937

LinkedIn Corp. (a)

115,700

20,370

 

285,621

IT Services - 1.3%

Fidelity National Information Services, Inc.

410,700

16,272

Visa, Inc. Class A

327,600

55,640

 

71,912

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - 1.7%

Altera Corp.

737,300

$ 26,152

ASML Holding NV

227,427

15,467

NXP Semiconductors NV (a)

1,013,500

30,669

Samsung Electronics Co. Ltd.

16,968

23,303

 

95,591

Software - 0.8%

Adobe Systems, Inc. (a)

275,000

11,965

Citrix Systems, Inc. (a)

189,900

13,703

Oracle Corp.

546,500

17,674

 

43,342

TOTAL INFORMATION TECHNOLOGY

801,387

MATERIALS - 6.4%

Chemicals - 3.9%

Axiall Corp.

526,800

32,746

Eastman Chemical Co.

376,100

26,278

LyondellBasell Industries NV Class A

448,014

28,355

Monsanto Co.

924,900

97,697

W.R. Grace & Co. (a)

423,100

32,794

 

217,870

Construction Materials - 2.5%

Lafarge SA (Bearer)

197,300

13,108

Martin Marietta Materials, Inc.

537,000

54,785

Vulcan Materials Co.

1,307,954

67,621

 

135,514

TOTAL MATERIALS

353,384

TELECOMMUNICATION SERVICES - 1.4%

Diversified Telecommunication Services - 1.4%

Verizon Communications, Inc.

1,551,300

76,246

UTILITIES - 1.3%

Electric Utilities - 0.7%

Edison International

546,400

27,495

NextEra Energy, Inc.

178,700

13,881

 

41,376

Common Stocks - continued

Shares

Value (000s)

UTILITIES - continued

Multi-Utilities - 0.6%

Sempra Energy

393,200

$ 31,432

TOTAL UTILITIES

72,808

TOTAL COMMON STOCKS

(Cost $4,474,373)


5,423,484

Nonconvertible Preferred Stocks - 0.5%

 

 

 

 

CONSUMER DISCRETIONARY - 0.5%

Automobiles - 0.5%

Volkswagen AG

(Cost $29,587)

145,100


28,829

Money Market Funds - 1.2%

 

 

 

 

Fidelity Cash Central Fund, 0.15% (b)

45,334,159

45,334

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)

19,459,200

19,459

TOTAL MONEY MARKET FUNDS

(Cost $64,793)


64,793

TOTAL INVESTMENT PORTFOLIO - 99.9%

(Cost $4,568,753)

5,517,106

NET OTHER ASSETS (LIABILITIES) - 0.1%

3,266

NET ASSETS - 100%

$ 5,520,372

Legend

(a) Non-income producing

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

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

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

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 145

Fidelity Securities Lending Cash Central Fund

496

Total

$ 641

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

The following is a summary of transfers between Level 1 and Level 2 for the period ended March 31, 2013. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed at the end of this listing:

Transfers

Total (000s)

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 71,748

Income Tax Information

At March 31, 2013, the cost of investment securities for income tax purposes was $4,600,236,000. Net unrealized appreciation aggregated $916,870,000, of which $944,890,000 related to appreciated investment securities and $28,020,000 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing 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 Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's 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 is responsible for approving and reporting to the Board all fair value determinations. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: 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). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. 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 in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2.

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

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please

see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Growth Discovery Fund

March 31, 2013

1.799853.109
CII-QTLY-0513

Investments March 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.9%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 19.1%

Automobiles - 2.9%

Harley-Davidson, Inc.

400,261

$ 21,334

Tesla Motors, Inc. (a)

133,392

5,054

 

26,388

Diversified Consumer Services - 1.5%

Anhanguera Educacional Participacoes SA

304,000

4,915

H&R Block, Inc.

88,050

2,590

Kroton Educacional SA

480,000

6,147

 

13,652

Hotels, Restaurants & Leisure - 4.1%

Chipotle Mexican Grill, Inc. (a)

24,231

7,896

Dunkin' Brands Group, Inc.

132,569

4,889

Panera Bread Co. Class A (a)

29,904

4,941

Starbucks Corp.

220,926

12,584

Texas Roadhouse, Inc. Class A

83,878

1,693

Yum! Brands, Inc.

67,496

4,856

 

36,859

Household Durables - 1.0%

D.R. Horton, Inc.

80,164

1,948

Ethan Allen Interiors, Inc. (d)

31,504

1,037

Mohawk Industries, Inc. (a)

45,577

5,156

Toll Brothers, Inc. (a)

25,800

883

 

9,024

Internet & Catalog Retail - 1.0%

Amazon.com, Inc. (a)

32,378

8,628

Media - 2.0%

Comcast Corp. Class A (special) (non-vtg.)

194,743

7,716

Discovery Communications, Inc. Class C (non-vtg.) (a)

95,250

6,624

Lions Gate Entertainment Corp. (a)

175,606

4,174

 

18,514

Multiline Retail - 0.7%

Dollarama, Inc.

102,490

6,581

Specialty Retail - 5.1%

GNC Holdings, Inc.

329,891

12,958

Home Depot, Inc.

367,212

25,624

TJX Companies, Inc.

73,618

3,442

Vitamin Shoppe, Inc. (a)

75,193

3,673

 

45,697

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - 0.8%

ECLAT Textile Co. Ltd.

221,000

$ 958

lululemon athletica, Inc. (a)

30,500

1,902

NIKE, Inc. Class B

79,026

4,663

 

7,523

TOTAL CONSUMER DISCRETIONARY

172,866

CONSUMER STAPLES - 10.8%

Beverages - 2.0%

SABMiller PLC

126,100

6,637

The Coca-Cola Co.

287,786

11,638

 

18,275

Food & Staples Retailing - 1.2%

Costco Wholesale Corp.

48,400

5,136

Whole Foods Market, Inc.

64,865

5,627

 

10,763

Food Products - 4.7%

Green Mountain Coffee Roasters, Inc. (a)(d)

359,172

20,387

Mead Johnson Nutrition Co. Class A

134,800

10,440

The Hershey Co.

135,977

11,902

 

42,729

Household Products - 0.2%

Colgate-Palmolive Co.

18,919

2,233

Personal Products - 0.8%

Herbalife Ltd.

187,029

7,004

Tobacco - 1.9%

British American Tobacco PLC sponsored ADR

46,200

4,946

Philip Morris International, Inc.

130,129

12,064

 

17,010

TOTAL CONSUMER STAPLES

98,014

ENERGY - 5.9%

Energy Equipment & Services - 2.0%

Cameron International Corp. (a)

131,900

8,600

Dril-Quip, Inc. (a)

27,058

2,359

Oceaneering International, Inc.

109,249

7,255

 

18,214

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - 3.9%

Bonanza Creek Energy, Inc. (a)

77,344

$ 2,991

Cobalt International Energy, Inc. (a)

83,900

2,366

Concho Resources, Inc. (a)

60,321

5,877

Kosmos Energy Ltd. (a)

359,011

4,057

Markwest Energy Partners LP

54,460

3,308

Noble Energy, Inc.

25,300

2,926

Phillips 66

124,502

8,711

Pioneer Natural Resources Co.

39,400

4,895

 

35,131

TOTAL ENERGY

53,345

FINANCIALS - 3.9%

Capital Markets - 1.0%

Apollo Global Management LLC Class A

62,004

1,342

BlackRock, Inc. Class A

13,900

3,571

Invesco Ltd.

149,021

4,316

 

9,229

Commercial Banks - 0.3%

First Republic Bank

39,500

1,525

HDFC Bank Ltd. sponsored ADR

23,500

879

 

2,404

Consumer Finance - 0.4%

Mahindra & Mahindra Financial Services Ltd.

348,874

1,250

Shriram Transport Finance Co. Ltd.

151,885

1,938

 

3,188

Insurance - 0.2%

Berkshire Hathaway, Inc. Class B (a)

21,300

2,219

Real Estate Investment Trusts - 1.0%

American Tower Corp.

115,363

8,874

Real Estate Management & Development - 1.0%

CBRE Group, Inc. (a)

222,810

5,626

Realogy Holdings Corp.

66,584

3,252

 

8,878

TOTAL FINANCIALS

34,792

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - 15.1%

Biotechnology - 7.8%

Acorda Therapeutics, Inc. (a)

31,467

$ 1,008

Amgen, Inc.

117,300

12,024

Biogen Idec, Inc. (a)

76,779

14,811

BioMarin Pharmaceutical, Inc. (a)

155,874

9,705

Biovitrum AB (a)

355,126

2,283

Cytokinetics, Inc.

480,700

548

Cytokinetics, Inc. warrants 6/25/17 (a)

288,420

51

Gilead Sciences, Inc. (a)

380,760

18,631

Onyx Pharmaceuticals, Inc. (a)

53,501

4,754

Regeneron Pharmaceuticals, Inc. (a)

17,284

3,049

Thrombogenics NV (a)(d)

36,997

1,783

Vertex Pharmaceuticals, Inc. (a)

39,334

2,163

 

70,810

Health Care Equipment & Supplies - 0.5%

The Cooper Companies, Inc.

43,107

4,650

Health Care Providers & Services - 3.7%

Apollo Hospitals Enterprise Ltd.

107,562

1,658

Express Scripts Holding Co. (a)

519,017

29,921

Qualicorp SA (a)

222,700

2,237

 

33,816

Health Care Technology - 0.6%

Cerner Corp. (a)

52,380

4,963

Pharmaceuticals - 2.5%

Endo Health Solutions, Inc. (a)

44,290

1,362

Novo Nordisk A/S Series B (d)

30,397

4,939

Pacira Pharmaceuticals, Inc. (a)

73,574

2,123

Valeant Pharmaceuticals International, Inc. (Canada) (a)

183,311

13,761

 

22,185

TOTAL HEALTH CARE

136,424

INDUSTRIALS - 9.0%

Aerospace & Defense - 2.5%

Textron, Inc.

107,206

3,196

TransDigm Group, Inc.

44,358

6,783

United Technologies Corp.

131,235

12,261

 

22,240

Building Products - 0.2%

USG Corp. (a)

86,130

2,277

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Construction & Engineering - 0.3%

EMCOR Group, Inc.

57,642

$ 2,443

Electrical Equipment - 2.8%

AMETEK, Inc.

98,645

4,277

Hubbell, Inc. Class B

60,649

5,890

Regal-Beloit Corp.

54,459

4,442

Roper Industries, Inc.

86,106

10,962

 

25,571

Industrial Conglomerates - 1.1%

Danaher Corp.

154,950

9,630

Machinery - 0.6%

American Railcar Industries, Inc. (d)

22,152

1,035

Graco, Inc.

11,716

680

Manitowoc Co., Inc.

175,116

3,600

 

5,315

Professional Services - 1.1%

Equifax, Inc.

79,563

4,582

Verisk Analytics, Inc. (a)

93,367

5,754

 

10,336

Trading Companies & Distributors - 0.4%

Beacon Roofing Supply, Inc. (a)

95,800

3,704

TOTAL INDUSTRIALS

81,516

INFORMATION TECHNOLOGY - 28.5%

Communications Equipment - 1.4%

QUALCOMM, Inc.

194,482

13,021

Computers & Peripherals - 9.9%

Apple, Inc.

166,602

73,750

SanDisk Corp. (a)

288,678

15,877

 

89,627

Internet Software & Services - 7.2%

Blucora, Inc. (a)

186,585

2,888

CoStar Group, Inc. (a)

17,854

1,954

E2open, Inc.

15,165

302

eBay, Inc. (a)

155,022

8,405

Facebook, Inc. Class A

700,791

17,926

Google, Inc. Class A (a)

27,914

22,165

LinkedIn Corp. (a)

11,240

1,979

Marin Software, Inc.

43,005

707

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Internet Software & Services - continued

MercadoLibre, Inc. (d)

30,658

$ 2,960

SciQuest, Inc. (a)

47,446

1,141

SPS Commerce, Inc. (a)

89,408

3,815

Yahoo!, Inc. (a)

47,221

1,111

 

65,353

IT Services - 2.6%

FleetCor Technologies, Inc. (a)

55,500

4,255

Visa, Inc. Class A

113,872

19,340

 

23,595

Semiconductors & Semiconductor Equipment - 2.5%

Avago Technologies Ltd.

40,220

1,445

Broadcom Corp. Class A

608,597

21,100

 

22,545

Software - 4.9%

ANSYS, Inc. (a)

26,512

2,159

Citrix Systems, Inc. (a)

142,959

10,316

Computer Modelling Group Ltd. (d)

125,200

2,599

FleetMatics Group PLC

65,700

1,593

salesforce.com, Inc. (a)

80,366

14,372

SolarWinds, Inc. (a)

142,991

8,451

VMware, Inc. Class A (a)

46,075

3,634

Workday, Inc. Class A (d)

14,600

900

 

44,024

TOTAL INFORMATION TECHNOLOGY

258,165

MATERIALS - 5.7%

Chemicals - 4.0%

FMC Corp.

130,646

7,451

LyondellBasell Industries NV Class A

44,828

2,837

Monsanto Co.

179,442

18,954

Sherwin-Williams Co.

41,000

6,924

 

36,166

Construction Materials - 1.0%

James Hardie Industries PLC sponsored ADR

64,900

3,383

Vulcan Materials Co.

107,631

5,565

 

8,948

Common Stocks - continued

Shares

Value (000s)

MATERIALS - continued

Paper & Forest Products - 0.7%

Canfor Corp. (a)

115,500

$ 2,417

Norbord, Inc. (a)

113,300

3,857

 

6,274

TOTAL MATERIALS

51,388

TELECOMMUNICATION SERVICES - 0.7%

Wireless Telecommunication Services - 0.7%

SBA Communications Corp. Class A (a)

90,412

6,511

UTILITIES - 1.2%

Electric Utilities - 1.2%

ITC Holdings Corp.

119,431

10,660

TOTAL COMMON STOCKS

(Cost $719,269)


903,681

Money Market Funds - 2.2%

 

 

 

 

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)
(Cost $20,476)

20,476,221


20,476

TOTAL INVESTMENT PORTFOLIO - 102.1%

(Cost $739,745)

924,157

NET OTHER ASSETS (LIABILITIES) - (2.1)%

(19,290)

NET ASSETS - 100%

$ 904,867

Legend

(a) Non-income producing

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

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

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

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 27

Fidelity Securities Lending Cash Central Fund

716

Total

$ 743

Other Information

The following is a summary of the inputs used, as of March 31, 2013, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 172,866

$ 172,866

$ -

$ -

Consumer Staples

98,014

98,014

-

-

Energy

53,345

53,345

-

-

Financials

34,792

34,792

-

-

Health Care

136,424

136,373

51

-

Industrials

81,516

81,516

-

-

Information Technology

258,165

258,165

-

-

Materials

51,388

51,388

-

-

Telecommunication Services

6,511

6,511

-

-

Utilities

10,660

10,660

-

-

Money Market Funds

20,476

20,476

-

-

Total Investments in Securities:

$ 924,157

$ 924,106

$ 51

$ -

The following is a summary of transfers between Level 1 and Level 2 for the period ended March 31, 2013. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed at the end of this listing:

Transfers

Total (000s)

Level 1 to Level 2

$ 0

Level 2 to Level 1

$ 9,969

Income Tax Information

At March 31, 2013, the cost of investment securities for income tax purposes was $742,400,000. Net unrealized appreciation aggregated $181,757,000, of which $190,778,000 related to appreciated investment securities and $9,021,000 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing 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 Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's 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 is responsible for approving and reporting to the Board all fair value determinations. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: 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). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. 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 in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2.

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

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please

see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Mega Cap Stock Fund

March 31, 2013

1.799848.109
GII-QTLY-0513

Investments March 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.8%

Shares

Value

CONSUMER DISCRETIONARY - 11.7%

Auto Components - 0.4%

Johnson Controls, Inc.

272,300

$ 9,549,561

Automobiles - 0.7%

Ford Motor Co.

1,298,400

17,073,960

Hotels, Restaurants & Leisure - 0.7%

McDonald's Corp.

92,300

9,201,387

Yum! Brands, Inc.

115,800

8,330,652

 

17,532,039

Internet & Catalog Retail - 0.2%

priceline.com, Inc. (a)

5,100

3,508,443

Media - 5.4%

Comcast Corp. Class A (special) (non-vtg.)

1,251,300

49,576,506

News Corp. Class A

272,300

8,310,596

The Walt Disney Co.

253,400

14,393,120

Time Warner Cable, Inc.

59,000

5,667,540

Time Warner, Inc.

632,700

36,456,174

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

217,300

13,379,161

 

127,783,097

Multiline Retail - 2.2%

Target Corp.

754,300

51,631,835

Specialty Retail - 2.0%

Home Depot, Inc.

116,300

8,115,414

Lowe's Companies, Inc.

1,058,700

40,145,904

 

48,261,318

Textiles, Apparel & Luxury Goods - 0.1%

Coach, Inc.

37,900

1,894,621

TOTAL CONSUMER DISCRETIONARY

277,234,874

CONSUMER STAPLES - 10.7%

Beverages - 2.7%

PepsiCo, Inc.

309,200

24,460,812

The Coca-Cola Co.

1,001,300

40,492,572

 

64,953,384

Food & Staples Retailing - 2.4%

CVS Caremark Corp.

301,400

16,573,986

Walgreen Co.

839,300

40,017,824

 

56,591,810

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Food Products - 1.1%

Danone SA

121,900

$ 8,481,658

Kellogg Co.

277,800

17,898,654

 

26,380,312

Household Products - 3.3%

Kimberly-Clark Corp.

215,000

21,065,700

Procter & Gamble Co.

729,300

56,199,858

 

77,265,558

Tobacco - 1.2%

British American Tobacco PLC sponsored ADR

196,600

21,046,030

Philip Morris International, Inc.

81,330

7,540,104

 

28,586,134

TOTAL CONSUMER STAPLES

253,777,198

ENERGY - 13.1%

Energy Equipment & Services - 2.3%

Halliburton Co.

583,400

23,575,194

National Oilwell Varco, Inc.

139,500

9,869,625

Schlumberger Ltd.

271,000

20,295,190

 

53,740,009

Oil, Gas & Consumable Fuels - 10.8%

Apache Corp.

217,505

16,782,686

BG Group PLC

333,900

5,727,918

BP PLC sponsored ADR

221,700

9,388,995

Canadian Natural Resources Ltd.

593,700

19,035,103

Chevron Corp.

523,100

62,154,742

Exxon Mobil Corp.

446,871

40,267,546

Occidental Petroleum Corp.

600,200

47,037,674

Royal Dutch Shell PLC Class A sponsored ADR

320,603

20,890,491

Suncor Energy, Inc.

755,700

22,644,591

The Williams Companies, Inc.

324,000

12,137,040

 

256,066,786

TOTAL ENERGY

309,806,795

FINANCIALS - 19.2%

Capital Markets - 3.5%

BlackRock, Inc. Class A

46,800

12,021,984

Charles Schwab Corp.

1,344,300

23,780,667

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Capital Markets - continued

Morgan Stanley

1,509,300

$ 33,174,414

State Street Corp.

230,400

13,614,336

 

82,591,401

Commercial Banks - 5.1%

PNC Financial Services Group, Inc.

240,000

15,960,000

Standard Chartered PLC (United Kingdom)

274,274

7,099,262

U.S. Bancorp

594,100

20,157,813

Wells Fargo & Co.

2,103,030

77,791,080

 

121,008,155

Diversified Financial Services - 8.3%

Bank of America Corp.

3,532,800

43,029,504

Citigroup, Inc.

1,264,670

55,949,001

JPMorgan Chase & Co.

2,066,200

98,061,850

 

197,040,355

Insurance - 2.3%

AFLAC, Inc.

108,500

5,644,170

American International Group, Inc. (a)

325,500

12,635,910

MetLife, Inc.

762,300

28,982,646

Prudential Financial, Inc.

113,800

6,713,062

 

53,975,788

TOTAL FINANCIALS

454,615,699

HEALTH CARE - 12.9%

Biotechnology - 0.9%

Amgen, Inc.

213,990

21,936,115

Health Care Equipment & Supplies - 1.1%

Abbott Laboratories

270,100

9,539,932

Baxter International, Inc.

121,700

8,840,288

Stryker Corp.

123,700

8,070,188

 

26,450,408

Health Care Providers & Services - 3.7%

Aetna, Inc.

329,100

16,823,592

McKesson Corp.

244,300

26,374,628

UnitedHealth Group, Inc.

363,200

20,778,672

WellPoint, Inc.

353,800

23,432,174

 

87,409,066

Life Sciences Tools & Services - 0.4%

Thermo Fisher Scientific, Inc.

123,300

9,431,217

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - 6.8%

AbbVie, Inc.

428,100

$ 17,457,918

Eli Lilly & Co.

109,700

6,229,863

GlaxoSmithKline PLC sponsored ADR

266,000

12,478,060

Johnson & Johnson

576,800

47,026,504

Merck & Co., Inc.

1,196,700

52,930,041

Novartis AG sponsored ADR

28,700

2,044,588

Pfizer, Inc.

536,600

15,486,276

Sanofi SA

54,735

5,561,746

 

159,214,996

TOTAL HEALTH CARE

304,441,802

INDUSTRIALS - 9.2%

Aerospace & Defense - 2.5%

Honeywell International, Inc.

140,000

10,549,000

Precision Castparts Corp.

25,800

4,892,196

The Boeing Co.

306,000

26,270,100

United Technologies Corp.

178,100

16,639,883

 

58,351,179

Air Freight & Logistics - 1.4%

United Parcel Service, Inc. Class B

402,100

34,540,390

Industrial Conglomerates - 3.3%

General Electric Co.

3,352,700

77,514,424

Machinery - 0.4%

Illinois Tool Works, Inc.

146,800

8,945,992

Road & Rail - 1.6%

CSX Corp.

582,500

14,346,975

Norfolk Southern Corp.

186,200

14,352,296

Union Pacific Corp.

71,100

10,125,351

 

38,824,622

TOTAL INDUSTRIALS

218,176,607

INFORMATION TECHNOLOGY - 18.7%

Communications Equipment - 2.5%

Cisco Systems, Inc.

1,816,200

37,976,742

QUALCOMM, Inc.

323,700

21,671,715

 

59,648,457

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 4.1%

Apple, Inc.

218,701

$ 96,803,624

Internet Software & Services - 2.5%

Google, Inc. Class A (a)

73,950

58,718,519

IT Services - 4.6%

Accenture PLC Class A

90,000

6,837,300

Automatic Data Processing, Inc.

144,600

9,401,892

Cognizant Technology Solutions Corp. Class A (a)

257,600

19,734,736

IBM Corp.

94,200

20,092,860

MasterCard, Inc. Class A

54,100

29,275,133

Visa, Inc. Class A

143,800

24,422,992

 

109,764,913

Semiconductors & Semiconductor Equipment - 0.6%

Broadcom Corp. Class A

241,900

8,386,673

Intel Corp.

223,300

4,879,105

 

13,265,778

Software - 4.4%

Adobe Systems, Inc. (a)

257,100

11,186,421

Microsoft Corp.

2,028,300

58,029,663

Oracle Corp.

562,000

18,175,080

salesforce.com, Inc. (a)

32,800

5,865,624

VMware, Inc. Class A (a)

122,600

9,670,688

 

102,927,476

TOTAL INFORMATION TECHNOLOGY

441,128,767

MATERIALS - 1.7%

Chemicals - 1.7%

Air Products & Chemicals, Inc.

85,200

7,422,624

E.I. du Pont de Nemours & Co.

333,800

16,409,608

Monsanto Co.

50,800

5,366,004

Syngenta AG (Switzerland)

28,022

11,689,363

 

40,887,599

TELECOMMUNICATION SERVICES - 2.0%

Diversified Telecommunication Services - 1.3%

Verizon Communications, Inc.

620,300

30,487,745

Common Stocks - continued

Shares

Value

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - 0.7%

Vodafone Group PLC sponsored ADR

598,900

$ 17,014,749

TOTAL TELECOMMUNICATION SERVICES

47,502,494

UTILITIES - 0.6%

Electric Utilities - 0.6%

FirstEnergy Corp.

316,800

13,368,960

TOTAL COMMON STOCKS

(Cost $2,016,868,500)


2,360,940,795

Convertible Preferred Stocks - 0.1%

 

 

 

 

INDUSTRIALS - 0.1%

Aerospace & Defense - 0.1%

United Technologies Corp. 7.50%

(Cost $1,631,819)

32,400


1,939,140

TOTAL INVESTMENT PORTFOLIO - 99.9%

(Cost $2,018,500,319)

2,362,879,935

NET OTHER ASSETS (LIABILITIES) - 0.1%

1,879,175

NET ASSETS - 100%

$ 2,364,759,110

Legend

(a) Non-income producing

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

$ 30,100

Fidelity Securities Lending Cash Central Fund

15,400

Total

$ 45,500

Other Information

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

Income Tax Information

At March 31, 2013, the cost of investment securities for income tax purposes was $2,025,016,829. Net unrealized appreciation aggregated $337,863,106, of which $371,709,820 related to appreciated investment securities and $33,846,714 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing 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 Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's 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 is responsible for approving and reporting to the Board all fair value determinations. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: 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). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. 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 in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2.

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

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please

see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor® Mega Cap
Stock Fund
Class A
Class T
Class B
Class C
Institutional Class

March 31, 2013

Class A, Class T, Class B, Class C and
Institutional Class are classes of
Fidelity
® Mega Cap Stock Fund

1.864815.105
AGII-QTLY-0513

Investments March 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.8%

Shares

Value

CONSUMER DISCRETIONARY - 11.7%

Auto Components - 0.4%

Johnson Controls, Inc.

272,300

$ 9,549,561

Automobiles - 0.7%

Ford Motor Co.

1,298,400

17,073,960

Hotels, Restaurants & Leisure - 0.7%

McDonald's Corp.

92,300

9,201,387

Yum! Brands, Inc.

115,800

8,330,652

 

17,532,039

Internet & Catalog Retail - 0.2%

priceline.com, Inc. (a)

5,100

3,508,443

Media - 5.4%

Comcast Corp. Class A (special) (non-vtg.)

1,251,300

49,576,506

News Corp. Class A

272,300

8,310,596

The Walt Disney Co.

253,400

14,393,120

Time Warner Cable, Inc.

59,000

5,667,540

Time Warner, Inc.

632,700

36,456,174

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

217,300

13,379,161

 

127,783,097

Multiline Retail - 2.2%

Target Corp.

754,300

51,631,835

Specialty Retail - 2.0%

Home Depot, Inc.

116,300

8,115,414

Lowe's Companies, Inc.

1,058,700

40,145,904

 

48,261,318

Textiles, Apparel & Luxury Goods - 0.1%

Coach, Inc.

37,900

1,894,621

TOTAL CONSUMER DISCRETIONARY

277,234,874

CONSUMER STAPLES - 10.7%

Beverages - 2.7%

PepsiCo, Inc.

309,200

24,460,812

The Coca-Cola Co.

1,001,300

40,492,572

 

64,953,384

Food & Staples Retailing - 2.4%

CVS Caremark Corp.

301,400

16,573,986

Walgreen Co.

839,300

40,017,824

 

56,591,810

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Food Products - 1.1%

Danone SA

121,900

$ 8,481,658

Kellogg Co.

277,800

17,898,654

 

26,380,312

Household Products - 3.3%

Kimberly-Clark Corp.

215,000

21,065,700

Procter & Gamble Co.

729,300

56,199,858

 

77,265,558

Tobacco - 1.2%

British American Tobacco PLC sponsored ADR

196,600

21,046,030

Philip Morris International, Inc.

81,330

7,540,104

 

28,586,134

TOTAL CONSUMER STAPLES

253,777,198

ENERGY - 13.1%

Energy Equipment & Services - 2.3%

Halliburton Co.

583,400

23,575,194

National Oilwell Varco, Inc.

139,500

9,869,625

Schlumberger Ltd.

271,000

20,295,190

 

53,740,009

Oil, Gas & Consumable Fuels - 10.8%

Apache Corp.

217,505

16,782,686

BG Group PLC

333,900

5,727,918

BP PLC sponsored ADR

221,700

9,388,995

Canadian Natural Resources Ltd.

593,700

19,035,103

Chevron Corp.

523,100

62,154,742

Exxon Mobil Corp.

446,871

40,267,546

Occidental Petroleum Corp.

600,200

47,037,674

Royal Dutch Shell PLC Class A sponsored ADR

320,603

20,890,491

Suncor Energy, Inc.

755,700

22,644,591

The Williams Companies, Inc.

324,000

12,137,040

 

256,066,786

TOTAL ENERGY

309,806,795

FINANCIALS - 19.2%

Capital Markets - 3.5%

BlackRock, Inc. Class A

46,800

12,021,984

Charles Schwab Corp.

1,344,300

23,780,667

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Capital Markets - continued

Morgan Stanley

1,509,300

$ 33,174,414

State Street Corp.

230,400

13,614,336

 

82,591,401

Commercial Banks - 5.1%

PNC Financial Services Group, Inc.

240,000

15,960,000

Standard Chartered PLC (United Kingdom)

274,274

7,099,262

U.S. Bancorp

594,100

20,157,813

Wells Fargo & Co.

2,103,030

77,791,080

 

121,008,155

Diversified Financial Services - 8.3%

Bank of America Corp.

3,532,800

43,029,504

Citigroup, Inc.

1,264,670

55,949,001

JPMorgan Chase & Co.

2,066,200

98,061,850

 

197,040,355

Insurance - 2.3%

AFLAC, Inc.

108,500

5,644,170

American International Group, Inc. (a)

325,500

12,635,910

MetLife, Inc.

762,300

28,982,646

Prudential Financial, Inc.

113,800

6,713,062

 

53,975,788

TOTAL FINANCIALS

454,615,699

HEALTH CARE - 12.9%

Biotechnology - 0.9%

Amgen, Inc.

213,990

21,936,115

Health Care Equipment & Supplies - 1.1%

Abbott Laboratories

270,100

9,539,932

Baxter International, Inc.

121,700

8,840,288

Stryker Corp.

123,700

8,070,188

 

26,450,408

Health Care Providers & Services - 3.7%

Aetna, Inc.

329,100

16,823,592

McKesson Corp.

244,300

26,374,628

UnitedHealth Group, Inc.

363,200

20,778,672

WellPoint, Inc.

353,800

23,432,174

 

87,409,066

Life Sciences Tools & Services - 0.4%

Thermo Fisher Scientific, Inc.

123,300

9,431,217

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - 6.8%

AbbVie, Inc.

428,100

$ 17,457,918

Eli Lilly & Co.

109,700

6,229,863

GlaxoSmithKline PLC sponsored ADR

266,000

12,478,060

Johnson & Johnson

576,800

47,026,504

Merck & Co., Inc.

1,196,700

52,930,041

Novartis AG sponsored ADR

28,700

2,044,588

Pfizer, Inc.

536,600

15,486,276

Sanofi SA

54,735

5,561,746

 

159,214,996

TOTAL HEALTH CARE

304,441,802

INDUSTRIALS - 9.2%

Aerospace & Defense - 2.5%

Honeywell International, Inc.

140,000

10,549,000

Precision Castparts Corp.

25,800

4,892,196

The Boeing Co.

306,000

26,270,100

United Technologies Corp.

178,100

16,639,883

 

58,351,179

Air Freight & Logistics - 1.4%

United Parcel Service, Inc. Class B

402,100

34,540,390

Industrial Conglomerates - 3.3%

General Electric Co.

3,352,700

77,514,424

Machinery - 0.4%

Illinois Tool Works, Inc.

146,800

8,945,992

Road & Rail - 1.6%

CSX Corp.

582,500

14,346,975

Norfolk Southern Corp.

186,200

14,352,296

Union Pacific Corp.

71,100

10,125,351

 

38,824,622

TOTAL INDUSTRIALS

218,176,607

INFORMATION TECHNOLOGY - 18.7%

Communications Equipment - 2.5%

Cisco Systems, Inc.

1,816,200

37,976,742

QUALCOMM, Inc.

323,700

21,671,715

 

59,648,457

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 4.1%

Apple, Inc.

218,701

$ 96,803,624

Internet Software & Services - 2.5%

Google, Inc. Class A (a)

73,950

58,718,519

IT Services - 4.6%

Accenture PLC Class A

90,000

6,837,300

Automatic Data Processing, Inc.

144,600

9,401,892

Cognizant Technology Solutions Corp. Class A (a)

257,600

19,734,736

IBM Corp.

94,200

20,092,860

MasterCard, Inc. Class A

54,100

29,275,133

Visa, Inc. Class A

143,800

24,422,992

 

109,764,913

Semiconductors & Semiconductor Equipment - 0.6%

Broadcom Corp. Class A

241,900

8,386,673

Intel Corp.

223,300

4,879,105

 

13,265,778

Software - 4.4%

Adobe Systems, Inc. (a)

257,100

11,186,421

Microsoft Corp.

2,028,300

58,029,663

Oracle Corp.

562,000

18,175,080

salesforce.com, Inc. (a)

32,800

5,865,624

VMware, Inc. Class A (a)

122,600

9,670,688

 

102,927,476

TOTAL INFORMATION TECHNOLOGY

441,128,767

MATERIALS - 1.7%

Chemicals - 1.7%

Air Products & Chemicals, Inc.

85,200

7,422,624

E.I. du Pont de Nemours & Co.

333,800

16,409,608

Monsanto Co.

50,800

5,366,004

Syngenta AG (Switzerland)

28,022

11,689,363

 

40,887,599

TELECOMMUNICATION SERVICES - 2.0%

Diversified Telecommunication Services - 1.3%

Verizon Communications, Inc.

620,300

30,487,745

Common Stocks - continued

Shares

Value

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - 0.7%

Vodafone Group PLC sponsored ADR

598,900

$ 17,014,749

TOTAL TELECOMMUNICATION SERVICES

47,502,494

UTILITIES - 0.6%

Electric Utilities - 0.6%

FirstEnergy Corp.

316,800

13,368,960

TOTAL COMMON STOCKS

(Cost $2,016,868,500)


2,360,940,795

Convertible Preferred Stocks - 0.1%

 

 

 

 

INDUSTRIALS - 0.1%

Aerospace & Defense - 0.1%

United Technologies Corp. 7.50%

(Cost $1,631,819)

32,400


1,939,140

TOTAL INVESTMENT PORTFOLIO - 99.9%

(Cost $2,018,500,319)

2,362,879,935

NET OTHER ASSETS (LIABILITIES) - 0.1%

1,879,175

NET ASSETS - 100%

$ 2,364,759,110

Legend

(a) Non-income producing

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

$ 30,100

Fidelity Securities Lending Cash Central Fund

15,400

Total

$ 45,500

Other Information

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

Income Tax Information

At March 31, 2013, the cost of investment securities for income tax purposes was $2,025,016,829. Net unrealized appreciation aggregated $337,863,106, of which $371,709,820 related to appreciated investment securities and $33,846,714 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing 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 Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's 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 is responsible for approving and reporting to the Board all fair value determinations. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: 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). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. 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 in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2.

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

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Series Mega Cap Fund

March 31, 2013

1.951036.100
MHT-QTLY-0513

Investments March 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.5%

Shares

Value

CONSUMER DISCRETIONARY - 12.2%

Auto Components - 0.4%

Johnson Controls, Inc.

256,179

$ 8,984,198

Automobiles - 0.7%

Ford Motor Co.

1,080,006

14,202,079

Hotels, Restaurants & Leisure - 0.9%

McDonald's Corp.

116,200

11,583,978

Yum! Brands, Inc.

101,500

7,301,910

 

18,885,888

Internet & Catalog Retail - 0.2%

priceline.com, Inc. (a)

4,400

3,026,892

Media - 5.6%

Comcast Corp. Class A (special) (non-vtg.)

1,083,700

42,936,194

News Corp. Class A

238,500

7,279,020

The Walt Disney Co.

232,300

13,194,640

Time Warner Cable, Inc.

53,480

5,137,289

Time Warner, Inc.

551,700

31,788,954

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

193,200

11,895,324

 

112,231,421

Multiline Retail - 2.2%

Target Corp.

658,500

45,074,325

Specialty Retail - 2.1%

Home Depot, Inc.

116,195

8,108,087

Lowe's Companies, Inc.

904,900

34,313,808

 

42,421,895

Textiles, Apparel & Luxury Goods - 0.1%

Coach, Inc.

27,700

1,384,723

TOTAL CONSUMER DISCRETIONARY

246,211,421

CONSUMER STAPLES - 10.7%

Beverages - 3.1%

PepsiCo, Inc.

289,100

22,870,701

The Coca-Cola Co.

979,595

39,614,822

 

62,485,523

Food & Staples Retailing - 2.5%

CVS Caremark Corp.

266,600

14,660,334

Walgreen Co.

760,495

36,260,402

 

50,920,736

Food Products - 0.7%

Kellogg Co.

226,760

14,610,147

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Household Products - 3.5%

Kimberly-Clark Corp.

193,871

$ 18,995,481

Procter & Gamble Co.

666,300

51,345,078

 

70,340,559

Tobacco - 0.9%

Altria Group, Inc.

79,773

2,743,393

Lorillard, Inc.

159,938

6,453,498

Philip Morris International, Inc.

84,400

7,824,724

 

17,021,615

TOTAL CONSUMER STAPLES

215,378,580

ENERGY - 12.8%

Energy Equipment & Services - 2.3%

Halliburton Co.

499,100

20,168,631

National Oilwell Varco, Inc.

114,900

8,129,175

Schlumberger Ltd.

238,957

17,895,490

 

46,193,296

Oil, Gas & Consumable Fuels - 10.5%

Apache Corp.

240,660

18,569,326

Chevron Corp.

560,800

66,634,256

Exxon Mobil Corp.

767,300

69,141,403

Occidental Petroleum Corp.

542,670

42,529,048

The Williams Companies, Inc.

394,900

14,792,954

 

211,666,987

TOTAL ENERGY

257,860,283

FINANCIALS - 19.1%

Capital Markets - 3.4%

BlackRock, Inc. Class A

33,300

8,554,104

Charles Schwab Corp.

1,186,292

20,985,505

Morgan Stanley

1,262,500

27,749,750

State Street Corp.

188,982

11,166,946

 

68,456,305

Commercial Banks - 4.9%

PNC Financial Services Group, Inc.

223,612

14,870,198

U.S. Bancorp

552,400

18,742,932

Wells Fargo & Co.

1,790,917

66,246,020

 

99,859,150

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Diversified Financial Services - 8.5%

Bank of America Corp.

3,040,835

$ 37,037,370

Citigroup, Inc.

1,107,583

48,999,472

JPMorgan Chase & Co.

1,781,265

84,538,835

 

170,575,677

Insurance - 2.3%

AFLAC, Inc.

84,950

4,419,099

American International Group, Inc. (a)

301,800

11,715,876

MetLife, Inc.

670,100

25,477,202

Prudential Financial, Inc.

91,700

5,409,383

 

47,021,560

TOTAL FINANCIALS

385,912,692

HEALTH CARE - 12.6%

Biotechnology - 1.0%

Amgen, Inc.

192,500

19,733,175

Health Care Equipment & Supplies - 1.3%

Abbott Laboratories

243,949

8,616,279

Baxter International, Inc.

103,900

7,547,296

Stryker Corp.

151,600

9,890,384

 

26,053,959

Health Care Providers & Services - 3.7%

Aetna, Inc.

291,800

14,916,816

McKesson Corp.

206,455

22,288,882

UnitedHealth Group, Inc.

318,982

18,248,960

WellPoint, Inc.

301,100

19,941,853

 

75,396,511

Life Sciences Tools & Services - 0.4%

Thermo Fisher Scientific, Inc.

103,900

7,947,311

Pharmaceuticals - 6.2%

AbbVie, Inc.

340,862

13,900,352

Eli Lilly & Co.

132,187

7,506,900

Johnson & Johnson

500,100

40,773,153

Merck & Co., Inc.

1,076,400

47,609,172

Pfizer, Inc.

497,208

14,349,423

 

124,139,000

TOTAL HEALTH CARE

253,269,956

Common Stocks - continued

Shares

Value

INDUSTRIALS - 9.4%

Aerospace & Defense - 2.6%

Honeywell International, Inc.

124,700

$ 9,396,145

Precision Castparts Corp.

22,000

4,171,640

The Boeing Co.

271,593

23,316,259

United Technologies Corp.

170,000

15,883,100

 

52,767,144

Air Freight & Logistics - 1.5%

United Parcel Service, Inc. Class B

343,600

29,515,240

Industrial Conglomerates - 3.2%

General Electric Co.

2,837,091

65,593,544

Machinery - 0.4%

Illinois Tool Works, Inc.

137,800

8,397,532

Road & Rail - 1.7%

CSX Corp.

531,328

13,086,609

Norfolk Southern Corp.

155,934

12,019,393

Union Pacific Corp.

62,400

8,886,384

 

33,992,386

TOTAL INDUSTRIALS

190,265,846

INFORMATION TECHNOLOGY - 18.9%

Communications Equipment - 2.6%

Cisco Systems, Inc.

1,588,300

33,211,353

QUALCOMM, Inc.

278,800

18,665,660

 

51,877,013

Computers & Peripherals - 4.1%

Apple, Inc.

185,581

82,143,718

Internet Software & Services - 2.4%

Google, Inc. Class A (a)

62,500

49,626,875

IT Services - 4.7%

Accenture PLC Class A

74,600

5,667,362

Automatic Data Processing, Inc.

122,167

7,943,298

Cognizant Technology Solutions Corp. Class A (a)

231,235

17,714,913

IBM Corp.

81,900

17,469,270

MasterCard, Inc. Class A

45,800

24,783,754

Visa, Inc. Class A

120,600

20,482,704

 

94,061,301

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - 0.6%

Broadcom Corp. Class A

226,618

$ 7,856,846

Intel Corp.

199,100

4,350,335

 

12,207,181

Software - 4.5%

Adobe Systems, Inc. (a)

249,034

10,835,469

Microsoft Corp.

1,684,080

48,181,529

Oracle Corp.

472,400

15,277,416

salesforce.com, Inc. (a)

43,100

7,707,573

VMware, Inc. Class A (a)

107,318

8,465,244

 

90,467,231

TOTAL INFORMATION TECHNOLOGY

380,383,319

MATERIALS - 1.4%

Chemicals - 1.4%

Air Products & Chemicals, Inc.

99,000

8,624,880

E.I. du Pont de Nemours & Co.

290,170

14,264,757

Monsanto Co.

57,100

6,031,473

 

28,921,110

TELECOMMUNICATION SERVICES - 1.8%

Diversified Telecommunication Services - 1.8%

Verizon Communications, Inc.

722,450

35,508,418

UTILITIES - 0.6%

Electric Utilities - 0.6%

FirstEnergy Corp.

283,700

11,972,140

TOTAL COMMON STOCKS

(Cost $1,838,296,337)


2,005,683,765

Convertible Preferred Stocks - 0.1%

 

 

 

 

INDUSTRIALS - 0.1%

Aerospace & Defense - 0.1%

United Technologies Corp. 7.50%

(Cost $1,828,186)

33,000


1,975,050

Money Market Funds - 0.5%

Shares

Value

Fidelity Cash Central Fund, 0.15% (b)
(Cost $9,939,461)

9,939,461

$ 9,939,461

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $1,850,063,984)

2,017,598,276

NET OTHER ASSETS (LIABILITIES) - (0.1)%

(2,764,924)

NET ASSETS - 100%

$ 2,014,833,352

Legend

(a) Non-income producing

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

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 5,182

Fidelity Securities Lending Cash Central Fund

637

Total

$ 5,819

Other Information

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

During the period, affiliated entities delivered cash and securities valued at $1,864,134,700 in exchange for 186,413,470 shares of the Fund. The Fund recognized no gain or loss for federal income tax purposes.

Income Tax Information

At March 31, 2013, the cost of investment securities for income tax purposes was $1,850,462,917. Net unrealized appreciation aggregated $167,135,359, of which $185,617,520 related to appreciated investment securities and $18,482,161 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing 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 Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's 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 is responsible for approving and reporting to the Board all fair value determinations. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: 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). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. 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 in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2.

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

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please

see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC

or an affiliate.

Quarterly Report

Item 2. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Hastings Street Trust's (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 Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the Trust's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 3. Exhibits

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.

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 Hastings Street Trust

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

May 30, 2013

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/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

May 30, 2013

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

May 30, 2013