N-CSR 1 Concord_1_main.htm

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 811-5251

Fidelity Concord 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:	February 28

Date of reporting period:	February 28, 2015

Item 1. Reports to Stockholders

Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited) Contents Performance: The Bottom Line Management's Discussion of Fund Performance Shareholder Expense Example Investment Changes (Unaudited) Investments February 28, 2015 Financial Statements Notes to Financial Statements Report of Independent Registered Public Accounting Firm Trustees and Officers Distributions (Unaudited)

Spartan®

500 Index

Fund -

Institutional Class

Fidelity Advantage® Institutional Class

Annual Report

February 28, 2015

(Fidelity Cover Art)

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
Distributions	(Click Here)

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.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.

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended February 28, 2015	Past 1 year	Past 5 years	Past 10 years
Institutional Class ^A	15.47%	16.15%	7.97%
Fidelity Advantage® Institutional Class ^B	15.50%	16.16%	7.97%

^AThe initial offering of Institutional Class shares took place on May 4, 2011. Returns between October 14, 2005 and May 4, 2011 are those of Fidelity Advantage Class. Returns prior to October 14, 2005 are those of Investor Class, the original class of the fund.

^BThe initial offering of Fidelity Advantage® Institutional Class shares took place on May 4, 2011. Returns between October 14, 2005 and May 4, 2011 are those of Fidelity Advantage Class. Returns prior to October 14, 2005 are those of Investor Class, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Spartan® 500 Index Fund - Institutional Class on February 28, 2005. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period. The initial offering of Institutional Class took place on May 4, 2011. See footnote A above for additional information regarding the performance of Institutional Class.

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Annual Report

Management's Discussion of Fund Performance

Market Recap: The U.S. stock market closed near its all-time high for the 12 months ending February 28, 2015, supported by low interest rates and the relative strength of the U.S. economy and dollar. The large-cap S&P 500® Index returned 15.51%. Growth stocks in the index outperformed value-oriented names. The tech-heavy Nasdaq Composite Index® returned 16.58%, while the small-cap Russell 2000® Index returned 5.63%, rallying from early-period weakness amid growth and valuation worries. Among S&P 500® sectors, all except one notched a double-digit gain, led by health care (+24%), information technology (+22%) and consumer staples (+22%). Energy (-7%) was the sole sector to lose ground, reflecting a sharp drop in crude prices beginning midyear and attributed to weaker global demand and a U.S. supply boom. Volatility spiked to a three-year high in October amid concerns about economic growth and Ebola, as well as unrest in Syria, Iraq and Ukraine. Nevertheless, the index finished the period well above its mid-October nadir, bolstered by the relative economic strength of the U.S., which marked a six-year low in its unemployment rate, and consumer confidence that declined only slightly from its 11-year high reached in January.

Comments from Patrick Waddell, Senior Portfolio Manager of the Geode Capital Management, LLC, investment management team for Spartan® 500 Index Fund: For the year, the fund's Institutional Class and Fidelity Advantage® Institutional Class shares gained 15.47% and 15.50%, respectively, roughly in line with the S&P 500® Index. Apple (+74%) was by far the fund's biggest individual contributor, as this well-known maker of mobile devices and personal computers continued to generate strong financial results. Also within information technology, semiconductor manufacturer Intel saw its stock return 38% for the review period on increased optimism about the prospects for chipmakers. In the financials sector, Berkshire Hathaway (+27%), an insurance-focused conglomerate led by famed investor Warren Buffett, added value. Many of the fund's biggest individual detractors were energy stocks hurt by a sharply falling oil price, including energy producers Exxon Mobil (-5%), Occidental Petroleum (-14%) and Chevron (-4%). Another meaningful detractor in this sector was oil-field services companies Halliburton (-24%). Elsewhere, the biggest individual detractor was Internet search giant Google (-8%), whose earnings repeatedly lagged analysts' expectations due to rising expenses coupled with a more challenging environment for its core advertising business.

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

Annual Report

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 (September 1, 2014 to February 28, 2015).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Annual Report

	Annualized Expense Ratio^B	Beginning Account Value September 1, 2014	Ending Account Value February 28, 2015	Expenses Paid During Period* September 1, 2014 to February 28, 2015
Investor Class	.095%
Actual		$ 1,000.00	$ 1,060.70	$ .49
Hypothetical^A		$ 1,000.00	$ 1,024.32	$ .48
Fidelity Advantage Class	.050%
Actual		$ 1,000.00	$ 1,060.90	$ .26
Hypothetical^A		$ 1,000.00	$ 1,024.55	$ .25
Institutional Class	.040%
Actual		$ 1,000.00	$ 1,061.10	$ .20
Hypothetical^A		$ 1,000.00	$ 1,024.60	$ .20
Fidelity Advantage Institutional Class	.020%
Actual		$ 1,000.00	$ 1,061.20	$ .10
Hypothetical^A		$ 1,000.00	$ 1,024.70	$ .10

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

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

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of February 28, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	4.0	3.4
Exxon Mobil Corp.	2.0	2.4
Microsoft Corp.	1.9	1.9
Johnson & Johnson	1.5	1.6
Berkshire Hathaway, Inc. Class B	1.4	1.4
General Electric Co.	1.4	1.4
Wells Fargo & Co.	1.4	1.4
Procter & Gamble Co.	1.2	1.2
JPMorgan Chase & Co.	1.2	1.2
Pfizer, Inc.	1.1	1.0
	17.1
Market Sectors as of February 28, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	19.7	19.0
Financials	15.8	15.8
Health Care	14.6	13.4
Consumer Discretionary	12.3	11.7
Industrials	10.2	10.1
Consumer Staples	9.7	9.2
Energy	8.1	10.2
Materials	3.2	3.4
Utilities	3.0	3.0
Telecommunication Services	2.3	2.4

Annual Report

Investments February 28, 2015

Showing Percentage of Net Assets

Common Stocks - 98.9%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 12.3%
Auto Components - 0.4%
BorgWarner, Inc.	1,072,259		$ 65,901
Delphi Automotive PLC	1,396,257		110,081
Johnson Controls, Inc.	3,141,635		159,626
The Goodyear Tire & Rubber Co.	1,294,792		34,610
			370,218
Automobiles - 0.7%
Ford Motor Co.	18,149,758		296,567
General Motors Co.	6,364,602		237,463
Harley-Davidson, Inc.	1,010,452		64,234
			598,264
Distributors - 0.1%
Genuine Parts Co.	720,848		69,259
Diversified Consumer Services - 0.0%
H&R Block, Inc.	1,297,646		44,315
Hotels, Restaurants & Leisure - 1.7%
Carnival Corp. unit	2,124,072		93,438
Chipotle Mexican Grill, Inc. (a)	146,252		97,253
Darden Restaurants, Inc. (d)	584,981		37,439
Marriott International, Inc. Class A	1,002,210		83,284
McDonald's Corp.	4,589,466		453,898
Royal Caribbean Cruises Ltd.	787,566		60,186
Starbucks Corp.	3,528,856		329,895
Starwood Hotels & Resorts Worldwide, Inc.	842,128		67,648
Wyndham Worldwide Corp.	581,287		53,176
Wynn Resorts Ltd.	382,008		54,436
Yum! Brands, Inc.	2,063,143		167,342
			1,497,995
Household Durables - 0.4%
D.R. Horton, Inc.	1,564,590		42,729
Garmin Ltd.	568,131		28,196
Harman International Industries, Inc.	323,109		44,586
Leggett & Platt, Inc. (d)	649,017		29,238
Lennar Corp. Class A (d)	842,074		42,281
Mohawk Industries, Inc. (a)	292,203		53,868
Newell Rubbermaid, Inc.	1,278,461		50,231
PulteGroup, Inc.	1,573,633		35,501
Whirlpool Corp.	367,225		77,833
			404,463
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - 1.4%
Amazon.com, Inc. (a)	1,790,437		$ 680,653
Expedia, Inc.	465,489		42,709
Netflix, Inc. (a)(d)	284,110		134,927
Priceline Group, Inc. (a)	246,905		305,540
TripAdvisor, Inc. (a)(d)	525,724		46,921
			1,210,750
Leisure Products - 0.1%
Hasbro, Inc. (d)	533,424		33,240
Mattel, Inc.	1,597,851		42,055
			75,295
Media - 3.5%
Cablevision Systems Corp. - NY Group Class A (d)	1,032,312		19,387
CBS Corp. Class B	2,248,565		132,890
Comcast Corp. Class A (d)	12,149,381		721,430
DIRECTV (a)	2,368,465		209,846
Discovery Communications, Inc.:
Class A (a)(d)	700,258		22,618
Class C (non-vtg.) (a)(d)	1,288,723		39,319
Gannett Co., Inc. (d)	1,064,982		37,700
Interpublic Group of Companies, Inc.	1,972,297		43,982
News Corp. Class A (a)	2,352,565		40,641
Omnicom Group, Inc.	1,170,375		93,092
Scripps Networks Interactive, Inc. Class A	478,483		34,594
The Walt Disney Co. (d)	7,356,950		765,711
Time Warner Cable, Inc.	1,322,768		203,772
Time Warner, Inc.	3,954,159		323,687
Twenty-First Century Fox, Inc. Class A	8,744,404		306,054
Viacom, Inc. Class B (non-vtg.)	1,742,122		121,844
			3,116,567
Multiline Retail - 0.8%
Dollar General Corp. (a)	1,430,907		103,912
Dollar Tree, Inc. (a)	969,830		77,276
Family Dollar Stores, Inc.	452,979		35,668
Kohl's Corp.	952,640		70,305
Macy's, Inc.	1,628,315		103,756
Nordstrom, Inc.	663,901		53,398
Target Corp.	3,003,813		230,783
			675,098
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - 2.4%
AutoNation, Inc. (a)	352,153		$ 21,657
AutoZone, Inc. (a)(d)	151,099		97,108
Bed Bath & Beyond, Inc. (a)(d)	873,558		65,220
Best Buy Co., Inc.	1,372,924		52,308
CarMax, Inc. (a)(d)	1,015,767		68,168
GameStop Corp. Class A (d)	511,738		18,919
Gap, Inc.	1,258,434		52,351
Home Depot, Inc.	6,214,649		713,131
L Brands, Inc.	1,159,401		106,503
Lowe's Companies, Inc.	4,588,076		339,931
O'Reilly Automotive, Inc. (a)(d)	478,397		99,569
PetSmart, Inc.	468,807		38,869
Ross Stores, Inc.	989,534		104,703
Staples, Inc. (d)	3,017,200		50,583
Tiffany & Co., Inc. (d)	530,709		46,819
TJX Companies, Inc.	3,248,737		222,993
Tractor Supply Co.	641,064		56,491
Urban Outfitters, Inc. (a)(d)	471,818		18,382
			2,173,705
Textiles, Apparel & Luxury Goods - 0.8%
Coach, Inc.	1,299,637		56,599
Fossil Group, Inc. (a)(d)	211,995		18,234
Michael Kors Holdings Ltd. (a)(d)	971,040		65,458
NIKE, Inc. Class B	3,290,808		319,603
PVH Corp.	388,552		41,392
Ralph Lauren Corp.	285,385		39,215
Under Armour, Inc. Class A (sub. vtg.) (a)(d)	786,051		60,534
VF Corp.	1,629,308		124,903
			725,938
TOTAL CONSUMER DISCRETIONARY			10,961,867
CONSUMER STAPLES - 9.7%
Beverages - 2.2%
Brown-Forman Corp. Class B (non-vtg.)	737,817		67,650
Coca-Cola Enterprises, Inc.	1,048,777		48,453
Constellation Brands, Inc. Class A (sub. vtg.) (a)	791,315		90,780
Dr. Pepper Snapple Group, Inc.	916,800		72,235
Molson Coors Brewing Co. Class B	751,464		57,029
Monster Beverage Corp. (a)	679,876		95,944
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Beverages - continued
PepsiCo, Inc.	7,057,741		$ 698,575
The Coca-Cola Co.	18,590,287		804,959
			1,935,625
Food & Staples Retailing - 2.5%
Costco Wholesale Corp. (d)	2,064,413		303,386
CVS Health Corp.	5,406,149		561,537
Kroger Co.	2,315,903		164,776
Sysco Corp.	2,772,362		108,094
Wal-Mart Stores, Inc.	7,448,008		625,111
Walgreens Boots Alliance, Inc.	4,111,559		341,588
Whole Foods Market, Inc.	1,696,505		95,836
			2,200,328
Food Products - 1.6%
Archer Daniels Midland Co.	3,035,994		145,363
Campbell Soup Co. (d)	844,827		39,360
ConAgra Foods, Inc. (d)	2,003,416		70,079
General Mills, Inc.	2,847,175		153,150
Hormel Foods Corp.	633,634		37,074
Kellogg Co.	1,188,739		76,650
Keurig Green Mountain, Inc.	573,008		73,104
Kraft Foods Group, Inc.	2,776,793		177,881
McCormick & Co., Inc. (non-vtg.)	609,023		45,908
Mead Johnson Nutrition Co. Class A	952,740		99,809
Mondelez International, Inc.	7,922,234		292,608
The Hershey Co. (d)	697,863		72,424
The J.M. Smucker Co.	480,152		55,386
Tyson Foods, Inc. Class A	1,381,833		57,084
			1,395,880
Household Products - 1.8%
Clorox Co.	610,237		66,296
Colgate-Palmolive Co. (d)	4,040,120		286,121
Kimberly-Clark Corp.	1,756,435		192,611
Procter & Gamble Co.	12,742,737		1,084,789
			1,629,817
Personal Products - 0.1%
Avon Products, Inc.	2,049,765		17,444
Estee Lauder Companies, Inc. Class A	1,056,217		87,317
			104,761
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Tobacco - 1.5%
Altria Group, Inc.	9,320,697		$ 524,662
Lorillard, Inc.	1,697,793		116,163
Philip Morris International, Inc.	7,327,058		607,853
Reynolds American, Inc.	1,453,157		109,888
			1,358,566
TOTAL CONSUMER STAPLES			8,624,977
ENERGY - 8.1%
Energy Equipment & Services - 1.3%
Baker Hughes, Inc.	2,040,460		127,549
Cameron International Corp. (a)	931,122		43,837
Diamond Offshore Drilling, Inc. (d)	316,917		9,644
Ensco PLC Class A (d)	1,104,956		27,038
FMC Technologies, Inc. (a)(d)	1,102,779		44,034
Halliburton Co.	3,996,479		171,609
Helmerich & Payne, Inc. (d)	510,518		34,235
Nabors Industries Ltd.	1,364,944		17,485
National Oilwell Varco, Inc. (d)	2,030,514		110,358
Noble Corp. (d)	1,188,253		19,773
Schlumberger Ltd.	6,068,302		510,708
Transocean Ltd. (United States) (d)	1,605,777		25,901
			1,142,171
Oil, Gas & Consumable Fuels - 6.8%
Anadarko Petroleum Corp.	2,388,333		201,169
Apache Corp.	1,775,427		116,894
Cabot Oil & Gas Corp.	1,947,733		56,484
Chesapeake Energy Corp. (d)	2,446,510		40,808
Chevron Corp.	8,914,920		951,044
Cimarex Energy Co.	411,452		45,128
ConocoPhillips Co.	5,804,779		378,472
CONSOL Energy, Inc. (d)	1,085,490		34,953
Denbury Resources, Inc. (d)	1,662,628		13,966
Devon Energy Corp.	1,813,492		111,693
EOG Resources, Inc.	2,584,319		231,865
EQT Corp.	714,476		57,022
Exxon Mobil Corp.	19,969,325		1,768,084
Hess Corp.	1,198,404		89,976
Kinder Morgan, Inc.	8,012,787		328,604
Marathon Oil Corp.	3,182,701		88,670
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Marathon Petroleum Corp.	1,321,343		$ 138,741
Murphy Oil Corp. (d)	786,814		40,041
Newfield Exploration Co. (a)	750,897		24,802
Noble Energy, Inc. (d)	1,798,472		84,942
Occidental Petroleum Corp.	3,656,787		284,791
ONEOK, Inc.	981,827		43,456
Phillips 66 Co.	2,610,275		204,802
Pioneer Natural Resources Co.	702,178		107,096
QEP Resources, Inc.	781,588		16,789
Range Resources Corp. (d)	795,566		39,412
Southwestern Energy Co. (a)(d)	1,788,316		44,851
Spectra Energy Corp. (d)	3,164,324		112,302
Tesoro Corp.	595,351		54,677
The Williams Companies, Inc.	3,172,418		155,575
Valero Energy Corp.	2,458,104		151,640
			6,018,749
TOTAL ENERGY			7,160,920
FINANCIALS - 15.8%
Banks - 5.7%
Bank of America Corp.	49,593,803		784,078
BB&T Corp. (d)	3,396,805		129,248
Citigroup, Inc.	14,286,554		748,901
Comerica, Inc.	847,374		38,793
Fifth Third Bancorp	3,885,878		75,231
Huntington Bancshares, Inc.	3,840,827		42,019
JPMorgan Chase & Co.	17,628,668		1,080,285
KeyCorp	4,085,443		56,910
M&T Bank Corp.	623,018		75,385
PNC Financial Services Group, Inc.	2,481,518		228,200
Regions Financial Corp.	6,491,225		62,381
SunTrust Banks, Inc.	2,459,101		100,823
U.S. Bancorp	8,438,442		376,439
Wells Fargo & Co.	22,262,204		1,219,746
Zions Bancorporation	956,994		25,585
			5,044,024
Capital Markets - 2.2%
Affiliated Managers Group, Inc. (a)	262,073		56,718
Ameriprise Financial, Inc.	870,222		116,288
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Capital Markets - continued
Bank of New York Mellon Corp.	5,308,658		$ 207,781
BlackRock, Inc. Class A	600,720		223,119
Charles Schwab Corp.	5,418,851		158,989
E*TRADE Financial Corp. (a)	1,361,993		35,459
Franklin Resources, Inc.	1,849,051		99,534
Goldman Sachs Group, Inc.	1,910,185		362,534
Invesco Ltd.	2,031,712		81,817
Legg Mason, Inc.	473,548		27,120
Morgan Stanley	7,200,009		257,688
Northern Trust Corp.	1,043,966		72,900
State Street Corp.	1,968,836		146,580
T. Rowe Price Group, Inc.	1,223,229		101,039
			1,947,566
Consumer Finance - 0.8%
American Express Co.	4,196,251		342,372
Capital One Financial Corp.	2,621,865		206,367
Discover Financial Services	2,138,533		130,408
Navient Corp.	1,934,522		41,399
			720,546
Diversified Financial Services - 2.0%
Berkshire Hathaway, Inc. Class B (a)	8,599,544		1,267,659
CME Group, Inc.	1,493,177		143,240
IntercontinentalExchange Group, Inc.	531,507		125,095
Leucadia National Corp.	1,494,206		35,458
McGraw Hill Financial, Inc.	1,280,349		132,004
Moody's Corp.	865,676		83,919
The NASDAQ OMX Group, Inc.	553,475		27,762
			1,815,137
Insurance - 2.7%
ACE Ltd.	1,564,421		178,360
AFLAC, Inc.	2,124,891		132,274
Allstate Corp.	1,977,975		139,645
American International Group, Inc.	6,601,749		365,275
Aon PLC	1,344,656		134,950
Assurant, Inc.	331,313		20,300
Cincinnati Financial Corp. (d)	693,892		36,610
Genworth Financial, Inc. Class A (a)	2,342,162		18,152
Hartford Financial Services Group, Inc.	2,034,791		83,345
Lincoln National Corp.	1,225,125		70,616
Loews Corp.	1,411,521		57,886
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Insurance - continued
Marsh & McLennan Companies, Inc.	2,550,789		$ 145,114
MetLife, Inc.	5,357,383		272,316
Principal Financial Group, Inc.	1,287,942		65,904
Progressive Corp.	2,522,490		67,224
Prudential Financial, Inc.	2,159,850		174,624
The Chubb Corp. (d)	1,112,060		111,706
The Travelers Companies, Inc.	1,562,808		167,908
Torchmark Corp.	606,658		32,305
Unum Group	1,188,351		39,881
XL Group PLC Class A	1,216,941		44,053
			2,358,448
Real Estate Investment Trusts - 2.4%
American Tower Corp.	1,980,475		196,344
Apartment Investment & Management Co. Class A	728,149		27,437
AvalonBay Communities, Inc.	622,527		104,796
Boston Properties, Inc.	721,992		99,209
Crown Castle International Corp.	1,574,418		135,888
Equity Residential (SBI)	1,708,843		131,632
Essex Property Trust, Inc. (d)	301,539		67,071
General Growth Properties, Inc.	2,959,256		85,848
HCP, Inc. (d)	2,165,807		91,744
Health Care REIT, Inc. (d)	1,625,424		125,336
Host Hotels & Resorts, Inc.	3,571,389		74,999
Iron Mountain, Inc.	879,307		32,315
Kimco Realty Corp.	1,940,212		50,989
Plum Creek Timber Co., Inc. (d)	829,478		36,033
Prologis, Inc.	2,357,863		100,704
Public Storage	684,218		134,941
Simon Property Group, Inc.	1,465,596		278,991
The Macerich Co.	662,916		55,453
Ventas, Inc.	1,509,256		112,394
Vornado Realty Trust	823,352		90,602
Weyerhaeuser Co.	2,472,811		86,820
			2,119,546
Real Estate Management & Development - 0.0%
CBRE Group, Inc. (a)	1,318,585		45,175
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Thrifts & Mortgage Finance - 0.0%
Hudson City Bancorp, Inc.	2,269,147		$ 22,147
People's United Financial, Inc. (d)	1,452,335		21,974
			44,121
TOTAL FINANCIALS			14,094,563
HEALTH CARE - 14.6%
Biotechnology - 3.0%
Alexion Pharmaceuticals, Inc. (a)	935,086		168,661
Amgen, Inc.	3,587,191		565,772
Biogen Idec, Inc. (a)	1,113,669		456,148
Celgene Corp. (a)	3,766,553		457,749
Gilead Sciences, Inc. (a)	7,114,605		736,575
Regeneron Pharmaceuticals, Inc. (a)(d)	349,989		144,839
Vertex Pharmaceuticals, Inc. (a)	1,134,262		135,465
			2,665,209
Health Care Equipment & Supplies - 2.2%
Abbott Laboratories	7,101,058		336,377
Baxter International, Inc.	2,555,878		176,739
Becton, Dickinson & Co.	905,332		132,830
Boston Scientific Corp. (a)	6,255,504		105,718
C.R. Bard, Inc. (d)	353,210		59,742
CareFusion Corp. (a)	961,641		57,775
DENTSPLY International, Inc. (d)	667,432		35,381
Edwards Lifesciences Corp. (a)	504,472		67,105
Intuitive Surgical, Inc. (a)	170,959		85,480
Medtronic PLC	6,683,177		518,548
St. Jude Medical, Inc.	1,348,318		89,906
Stryker Corp.	1,409,436		133,544
Varian Medical Systems, Inc. (a)(d)	471,484		43,834
Zimmer Holdings, Inc.	798,644		96,149
			1,939,128
Health Care Providers & Services - 2.6%
Aetna, Inc.	1,658,558		165,109
AmerisourceBergen Corp.	979,748		100,679
Anthem, Inc.	1,272,996		186,430
Cardinal Health, Inc.	1,560,760		137,331
Cigna Corp.	1,233,562		150,038
DaVita HealthCare Partners, Inc. (a)	810,747		60,482
Express Scripts Holding Co. (a)	3,460,996		293,458
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
HCA Holdings, Inc. (a)	1,431,229		$ 102,390
Humana, Inc.	723,104		118,864
Laboratory Corp. of America Holdings (a)	470,161		57,844
McKesson Corp.	1,093,516		250,087
Patterson Companies, Inc. (d)	403,614		20,211
Quest Diagnostics, Inc.	681,597		47,807
Tenet Healthcare Corp. (a)	463,472		21,459
UnitedHealth Group, Inc.	4,526,210		514,313
Universal Health Services, Inc. Class B	429,387		48,671
			2,275,173
Health Care Technology - 0.1%
Cerner Corp. (a)(d)	1,433,188		103,276
Life Sciences Tools & Services - 0.4%
Agilent Technologies, Inc.	1,572,791		66,388
PerkinElmer, Inc.	532,713		25,038
Thermo Fisher Scientific, Inc.	1,886,449		245,238
Waters Corp. (a)	392,715		47,275
			383,939
Pharmaceuticals - 6.3%
AbbVie, Inc.	7,513,568		454,571
Actavis PLC (a)(d)	1,249,983		364,195
Allergan, Inc.	1,404,841		326,963
Bristol-Myers Squibb Co.	7,822,507		476,547
Eli Lilly & Co. (d)	4,620,658		324,232
Endo Health Solutions, Inc. (a)	783,591		67,075
Hospira, Inc. (a)	797,927		69,851
Johnson & Johnson	13,200,131		1,353,145
Mallinckrodt PLC (a)	548,352		64,004
Merck & Co., Inc.	13,444,236		787,026
Mylan, N.V. (a)(d)	1,765,014		101,179
Perrigo Co. PLC	663,826		102,541
Pfizer, Inc. (d)	29,712,836		1,019,745
Zoetis, Inc. Class A	2,364,164		108,964
			5,620,038
TOTAL HEALTH CARE			12,986,763
INDUSTRIALS - 10.2%
Aerospace & Defense - 2.7%
General Dynamics Corp.	1,484,640		206,038
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
Honeywell International, Inc.	3,691,599		$ 379,423
L-3 Communications Holdings, Inc.	401,472		51,963
Lockheed Martin Corp.	1,266,373		253,338
Northrop Grumman Corp.	952,594		157,854
Precision Castparts Corp.	672,162		145,389
Raytheon Co.	1,454,213		158,175
Rockwell Collins, Inc.	626,951		55,849
Textron, Inc.	1,301,800		57,683
The Boeing Co. (d)	3,126,715		471,665
United Technologies Corp.	3,998,280		487,430
			2,424,807
Air Freight & Logistics - 0.7%
C.H. Robinson Worldwide, Inc.	689,855		51,256
Expeditors International of Washington, Inc.	910,301		43,968
FedEx Corp.	1,242,239		219,851
United Parcel Service, Inc. Class B	3,287,048		334,391
			649,466
Airlines - 0.4%
Delta Air Lines, Inc.	3,946,873		175,715
Southwest Airlines Co.	3,200,842		138,404
			314,119
Building Products - 0.1%
Allegion PLC	451,441		26,062
Masco Corp.	1,680,062		44,001
			70,063
Commercial Services & Supplies - 0.4%
ADT Corp. (d)	823,042		32,280
Cintas Corp. (d)	457,872		38,223
Pitney Bowes, Inc.	947,834		21,961
Republic Services, Inc.	1,190,431		48,712
Stericycle, Inc. (a)	400,488		54,054
Tyco International Ltd.	1,973,413		83,317
Waste Management, Inc.	2,008,315		109,413
			387,960
Construction & Engineering - 0.1%
Fluor Corp.	696,953		40,423
Jacobs Engineering Group, Inc. (a)	615,666		27,299
Quanta Services, Inc. (a)	1,026,566		29,545
			97,267
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Electrical Equipment - 0.6%
AMETEK, Inc.	1,159,778		$ 61,631
Eaton Corp. PLC	2,238,133		158,930
Emerson Electric Co. (d)	3,271,065		189,460
Rockwell Automation, Inc.	640,272		74,937
			484,958
Industrial Conglomerates - 2.3%
3M Co.	3,021,993		509,659
Danaher Corp.	2,882,987		251,627
General Electric Co.	47,357,284		1,230,816
Roper Industries, Inc.	472,326		79,148
			2,071,250
Machinery - 1.5%
Caterpillar, Inc.	2,854,958		236,676
Cummins, Inc.	801,236		113,960
Deere & Co. (d)	1,690,248		153,136
Dover Corp.	779,820		56,186
Flowserve Corp.	642,805		39,937
Illinois Tool Works, Inc. (d)	1,696,092		167,676
Ingersoll-Rand PLC	1,251,922		84,117
Joy Global, Inc.	462,982		20,519
PACCAR, Inc. (d)	1,669,895		106,957
Pall Corp.	502,395		50,646
Parker Hannifin Corp.	700,986		86,004
Pentair PLC (d)	880,891		58,553
Snap-On, Inc.	274,028		40,345
Stanley Black & Decker, Inc.	738,744		72,648
Xylem, Inc.	857,691		30,620
			1,317,980
Professional Services - 0.2%
Dun & Bradstreet Corp.	169,345		22,435
Equifax, Inc.	568,668		53,097
Nielsen Holdings B.V. (d)	1,527,518		69,059
Robert Half International, Inc.	640,991		39,716
			184,307
Road & Rail - 1.0%
CSX Corp.	4,694,125		161,055
Kansas City Southern	520,440		60,288
Norfolk Southern Corp. (d)	1,459,277		159,295
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Road & Rail - continued
Ryder System, Inc.	250,128		$ 23,510
Union Pacific Corp.	4,192,842		504,231
			908,379
Trading Companies & Distributors - 0.2%
Fastenal Co. (d)	1,286,128		53,439
United Rentals, Inc. (a)(d)	470,678		43,801
W.W. Grainger, Inc. (d)	286,171		67,797
			165,037
TOTAL INDUSTRIALS			9,075,593
INFORMATION TECHNOLOGY - 19.7%
Communications Equipment - 1.7%
Cisco Systems, Inc.	24,114,819		711,628
F5 Networks, Inc. (a)	347,947		41,098
Harris Corp.	493,238		38,315
Juniper Networks, Inc.	1,815,532		43,409
Motorola Solutions, Inc.	899,203		61,092
QUALCOMM, Inc.	7,840,546		568,518
			1,464,060
Electronic Equipment & Components - 0.4%
Amphenol Corp. Class A	1,459,384		82,397
Corning, Inc.	6,044,979		147,497
FLIR Systems, Inc.	664,422		21,448
TE Connectivity Ltd.	1,917,815		138,332
			389,674
Internet Software & Services - 3.2%
Akamai Technologies, Inc. (a)	839,389		58,346
eBay, Inc. (a)	5,331,501		308,747
Facebook, Inc. Class A (a)	9,860,267		778,665
Google, Inc.:
Class A (a)	1,344,223		756,300
Class C (a)	1,342,982		749,921
VeriSign, Inc. (a)(d)	513,937		32,902
Yahoo!, Inc. (a)	4,154,819		183,975
			2,868,856
IT Services - 3.3%
Accenture PLC Class A	2,959,205		266,417
Alliance Data Systems Corp. (a)(d)	301,441		83,954
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - continued
Automatic Data Processing, Inc.	2,273,299		$ 201,960
Cognizant Technology Solutions Corp. Class A (a)	2,871,556		179,429
Computer Sciences Corp.	662,532		46,987
Fidelity National Information Services, Inc.	1,338,122		90,444
Fiserv, Inc. (a)	1,150,502		89,820
IBM Corp.	4,340,376		702,880
MasterCard, Inc. Class A	4,621,171		416,506
Paychex, Inc. (d)	1,539,932		76,743
Teradata Corp. (a)(d)	721,522		32,122
The Western Union Co.	2,464,620		48,109
Total System Services, Inc.	780,231		29,805
Visa, Inc. Class A (d)	2,303,310		624,911
Xerox Corp.	5,060,382		69,074
			2,959,161
Semiconductors & Semiconductor Equipment - 2.4%
Altera Corp.	1,437,464		53,201
Analog Devices, Inc.	1,467,590		85,913
Applied Materials, Inc.	5,745,740		143,931
Avago Technologies Ltd.	1,192,630		152,203
Broadcom Corp. Class A	2,540,512		114,907
First Solar, Inc. (a)(d)	354,432		21,176
Intel Corp.	22,801,043		758,135
KLA-Tencor Corp.	775,647		50,382
Lam Research Corp.	749,630		61,814
Linear Technology Corp.	1,124,876		54,202
Microchip Technology, Inc. (d)	947,724		48,590
Micron Technology, Inc. (a)	5,062,231		155,259
NVIDIA Corp.	2,435,067		53,718
Texas Instruments, Inc.	4,981,331		292,902
Xilinx, Inc.	1,247,125		52,841
			2,099,174
Software - 3.7%
Adobe Systems, Inc. (a)	2,234,372		176,739
Autodesk, Inc. (a)	1,072,950		68,926
CA Technologies, Inc.	1,510,631		49,126
Citrix Systems, Inc. (a)	759,113		48,337
Electronic Arts, Inc. (a)(d)	1,466,321		83,844
Intuit, Inc.	1,346,486		131,457
Microsoft Corp.	38,871,905		1,704,533
Oracle Corp.	15,255,015		668,475
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Red Hat, Inc. (a)	885,737		$ 61,222
salesforce.com, Inc. (a)	2,767,390		192,002
Symantec Corp.	3,254,618		81,886
			3,266,547
Technology Hardware, Storage & Peripherals - 5.0%
Apple, Inc.	27,657,595		3,552,896
EMC Corp.	9,596,286		277,717
Hewlett-Packard Co.	8,801,038		306,628
NetApp, Inc.	1,469,892		56,811
SanDisk Corp.	1,040,543		83,171
Seagate Technology LLC (d)	1,543,204		94,321
Western Digital Corp.	1,029,449		110,130
			4,481,674
TOTAL INFORMATION TECHNOLOGY			17,529,146
MATERIALS - 3.2%
Chemicals - 2.4%
Air Products & Chemicals, Inc.	907,043		141,626
Airgas, Inc.	317,054		37,165
CF Industries Holdings, Inc.	234,542		71,824
E.I. du Pont de Nemours & Co.	4,272,293		332,598
Eastman Chemical Co.	700,427		52,154
Ecolab, Inc.	1,273,766		147,171
FMC Corp.	628,467		39,851
International Flavors & Fragrances, Inc.	381,849		46,559
LyondellBasell Industries NV Class A	1,959,685		168,357
Monsanto Co.	2,282,806		274,918
PPG Industries, Inc.	647,176		152,332
Praxair, Inc.	1,374,065		175,743
Sherwin-Williams Co.	384,804		109,746
Sigma Aldrich Corp.	561,636		77,539
The Dow Chemical Co.	5,224,421		257,250
The Mosaic Co.	1,488,407		79,273
			2,164,106
Construction Materials - 0.1%
Martin Marietta Materials, Inc.	291,855		41,540
Vulcan Materials Co.	621,087		51,550
			93,090
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Containers & Packaging - 0.2%
Avery Dennison Corp.	429,617		$ 23,006
Ball Corp.	645,700		46,303
MeadWestvaco Corp.	786,210		41,716
Owens-Illinois, Inc. (a)	777,688		20,344
Sealed Air Corp.	995,787		46,931
			178,300
Metals & Mining - 0.4%
Alcoa, Inc.	5,559,131		82,220
Allegheny Technologies, Inc. (d)	512,623		17,255
Freeport-McMoRan, Inc.	4,900,305		105,994
Newmont Mining Corp.	2,352,239		61,934
Nucor Corp.	1,504,350		70,750
			338,153
Paper & Forest Products - 0.1%
International Paper Co.	1,997,693		112,690
TOTAL MATERIALS			2,886,339
TELECOMMUNICATION SERVICES - 2.3%
Diversified Telecommunication Services - 2.3%
AT&T, Inc.	24,461,019		845,373
CenturyLink, Inc.	2,691,346		101,894
Frontier Communications Corp.	4,725,645		37,711
Level 3 Communications, Inc. (a)	1,314,997		70,826
Verizon Communications, Inc.	19,569,398		967,707
Windstream Holdings, Inc. (d)	2,842,529		22,428
			2,045,939
UTILITIES - 3.0%
Electric Utilities - 1.7%
American Electric Power Co., Inc.	2,307,174		132,847
Duke Energy Corp. (d)	3,335,464		262,001
Edison International	1,536,470		98,718
Entergy Corp.	851,118		67,672
Eversource Energy	1,493,972		77,313
Exelon Corp.	4,053,092		137,481
FirstEnergy Corp.	1,984,389		69,414
NextEra Energy, Inc.	2,058,375		212,959
Pepco Holdings, Inc.	1,187,951		32,241
Pinnacle West Capital Corp.	520,864		33,377
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Electric Utilities - continued
PPL Corp.	3,136,367		$ 106,950
Southern Co.	4,243,366		194,304
Xcel Energy, Inc.	2,384,733		84,133
			1,509,410
Gas Utilities - 0.0%
AGL Resources, Inc.	563,887		27,692
Independent Power and Renewable Electricity Producers - 0.1%
NRG Energy, Inc.	1,594,464		38,235
The AES Corp.	3,093,596		40,124
			78,359
Multi-Utilities - 1.2%
Ameren Corp.	1,144,226		48,527
CenterPoint Energy, Inc.	2,026,846		42,138
CMS Energy Corp.	1,297,127		45,568
Consolidated Edison, Inc.	1,381,211		87,210
Dominion Resources, Inc.	2,753,624		198,509
DTE Energy Co.	834,659		68,467
Integrys Energy Group, Inc.	377,093		28,180
NiSource, Inc.	1,488,789		63,884
PG&E Corp.	2,240,435		120,379
Public Service Enterprise Group, Inc.	2,386,419		100,373
SCANA Corp.	672,242		38,284
Sempra Energy	1,090,020		117,940
TECO Energy, Inc.	1,106,769		21,726
Wisconsin Energy Corp. (d)	1,063,501		54,217
			1,035,402
TOTAL UTILITIES			2,650,863
TOTAL COMMON STOCKS (Cost $49,786,838)		88,016,970

U.S. Treasury Obligations - 0.1%
	Principal Amount (000s)
U.S. Treasury Bills, yield at date of purchase 0.05% to 0.08% 3/5/15 to 6/25/15 (e) (Cost $59,991)	$ 60,000	59,996

Money Market Funds - 3.2%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.13% (b)	678,814,800		$ 678,815
Fidelity Securities Lending Cash Central Fund, 0.13% (b)(c)	2,147,672,519		2,147,673
TOTAL MONEY MARKET FUNDS (Cost $2,826,488)		2,826,488
TOTAL INVESTMENT PORTFOLIO - 102.2% (Cost $52,673,317)			90,903,454
NET OTHER ASSETS (LIABILITIES) - (2.2)%			(1,965,818)
NET ASSETS - 100%		$ 88,937,636

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Equity Index Contracts
1,559 CME S&P 500 Index Contracts (United States)	March 2015	$ 819,566	$ 33,801
920 CME S&P 500 Index Contracts (United States)	March 2015	96,729	4,631
TOTAL EQUITY INDEX CONTRACTS		$ 916,295	$ 38,432

The face value of futures purchased as a percentage of net assets is 1.0%

Legend

(a) Non-income producing

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

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

(e) 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 $41,850,000.

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	$ 1,132
Fidelity Securities Lending Cash Central Fund	5,753
Total	$ 6,885

Other Information

The following is a summary of the inputs used, as of February 28, 2015, 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 table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 10,961,867	$ 10,961,867	$ -	$ -
Consumer Staples	8,624,977	8,624,977	-	-
Energy	7,160,920	7,160,920	-	-
Financials	14,094,563	14,094,563	-	-
Health Care	12,986,763	12,885,584	101,179	-
Industrials	9,075,593	9,075,593	-	-
Information Technology	17,529,146	17,529,146	-	-
Materials	2,886,339	2,886,339	-	-
Telecommunication Services	2,045,939	2,045,939	-	-
Utilities	2,650,863	2,650,863	-	-
U.S. Government and Government Agency Obligations	59,996	-	59,996	-
Money Market Funds	2,826,488	2,826,488	-	-
Total Investments in Securities:	$ 90,903,454	$ 90,742,279	$ 161,175	$ -
Derivative Instruments:
Assets
Futures Contracts	$ 38,432	$ 38,432	$ -	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of February 28, 2015. 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 (000s)
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ 38,432	$ -
Total Value of Derivatives	$ 38,432	$ -

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

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	February 28, 2015

Assets
Investment in securities, at value (including securities loaned of $2,093,811) - See accompanying schedule: Unaffiliated issuers (cost $49,846,829)	$ 88,076,966
Fidelity Central Funds (cost $2,826,488)	2,826,488
Total Investments (cost $52,673,317)		$ 90,903,454
Cash		545
Receivable for investments sold		9,087
Receivable for fund shares sold		103,497
Dividends receivable		188,405
Distributions receivable from Fidelity Central Funds		710
Receivable from investment adviser for expense reductions		1,134
Other receivables		1,739
Total assets		91,208,571

Liabilities
Payable for investments purchased	$ 19,125
Payable for fund shares redeemed	94,712
Accrued management fee	1,819
Payable for daily variation margin for derivative instruments	3,053
Other affiliated payables	2,787
Other payables and accrued expenses	1,766
Collateral on securities loaned, at value	2,147,673
Total liabilities		2,270,935

Net Assets		$ 88,937,636
Net Assets consist of:
Paid in capital		$ 50,251,062
Undistributed net investment income		391,176
Accumulated undistributed net realized gain (loss) on investments		26,829
Net unrealized appreciation (depreciation) on investments		38,268,569
Net Assets		$ 88,937,636

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	February 28, 2015

Investor Class: Net Asset Value, offering price and redemption price per share ($7,315,376 ÷ 97,914 shares)		$ 74.71

Fidelity Advantage Class: Net Asset Value, offering price and redemption price per share ($49,784,287 ÷ 666,254 shares)		$ 74.72

Institutional Class: Net Asset Value, offering price and redemption price per share ($25,621,153 ÷ 342,870 shares)		$ 74.73

Fidelity Advantage Institutional Class: Net Asset Value, offering price and redemption price per share ($6,216,820 ÷ 83,194 shares)		$ 74.73

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended February 28, 2015

Investment Income
Dividends		$ 1,680,135
Interest		41
Income from Fidelity Central Funds		6,885
Total income		1,687,061

Expenses
Management fee	$ 19,563
Transfer agent fees	30,295
Independent trustees' compensation	314
Appreciation in deferred trustee compensation	1
Miscellaneous	115
Total expenses before reductions	50,288
Expense reductions	(12,010)	38,278
Net investment income (loss)		1,648,783
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	713,741
Futures contracts	154,668
Total net realized gain (loss)		868,409
Change in net unrealized appreciation (depreciation) on: Investment securities	8,880,699
Futures contracts	29,539
Total change in net unrealized appreciation (depreciation)		8,910,238
Net gain (loss)		9,778,647
Net increase (decrease) in net assets resulting from operations		$ 11,427,430

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

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Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended February 28, 2015	Year ended February 28, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 1,648,783	$ 1,260,943
Net realized gain (loss)	868,409	989,257
Change in net unrealized appreciation (depreciation)	8,910,238	11,659,023
Net increase (decrease) in net assets resulting from operations	11,427,430	13,909,223
Distributions to shareholders from net investment income	(1,488,079)	(1,221,746)
Distributions to shareholders from net realized gain	(181,095)	-
Total distributions	(1,669,174)	(1,221,746)
Share transactions - net increase (decrease)	8,551,256	4,624,796
Total increase (decrease) in net assets	18,309,512	17,312,273

Net Assets
Beginning of period	70,628,124	53,315,851
End of period (including undistributed net investment income of $391,176 and undistributed net investment income of $230,704, respectively)	$ 88,937,636	$ 70,628,124

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

Annual Report

Financial Highlights - Investor Class

Years ended February 28,	2015	2014	2013	2012^G	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 66.10	$ 53.81	$ 48.49	$ 47.09	$ 39.19
Income from Investment Operations
Net investment income (loss)^B	1.44	1.19	1.10	.89	.81
Net realized and unrealized gain (loss)	8.64	12.26	5.28	1.40	7.88
Total from investment operations	10.08	13.45	6.38	2.29	8.69
Distributions from net investment income	(1.31)	(1.16)	(1.06)	(.89)	(.79)
Distributions from net realized gain	(.16)	-	-	-	-
Total distributions	(1.47)	(1.16)	(1.06)	(.89)	(.79)
Net asset value, end of period	$ 74.71	$ 66.10	$ 53.81	$ 48.49	$ 47.09
Total Return^A	15.40%	25.27%	13.36%	5.04%	22.47%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.10%	.10%	.10%	.10%	.10%
Expenses net of fee waivers, if any	.10%^H	.10%^H	.10%^H	.10%	.10%
Expenses net of all reductions	.10%^H	.10%^H	.10%^H	.10%	.10%
Net investment income (loss)	2.06%	1.98%	2.21%	1.96%	1.94%
Supplemental Data
Net assets, end of period (in millions)	$ 7,315	$ 5,751	$ 4,705	$ 13,407	$ 27,881
Portfolio turnover rate^D	4%	4%	4%	5%^F	4%

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

^B Calculated based on average shares outstanding during the period.

^C 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.

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

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

^F The portfolio turnover rate does not include the assets acquired in the merger.

^G For the year ended February 29.

^H Amount represents .095%.

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

Annual Report

Financial Highlights - Fidelity Advantage Class

Years ended February 28,	2015	2014	2013	2012^G	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 66.11	$ 53.82	$ 48.50	$ 47.10	$ 39.19
Income from Investment Operations
Net investment income (loss)^B	1.48	1.22	1.13	.90	.82
Net realized and unrealized gain (loss)	8.63	12.26	5.27	1.40	7.89
Total from investment operations	10.11	13.48	6.40	2.30	8.71
Distributions from net investment income	(1.34)	(1.19)	(1.08)	(.90)	(.80)
Distributions from net realized gain	(.16)	-	-	-	-
Total distributions	(1.50)	(1.19)	(1.08)	(.90)	(.80)
Net asset value, end of period	$ 74.72	$ 66.11	$ 53.82	$ 48.50	$ 47.10
Total Return^A	15.45%	25.32%	13.39%	5.07%	22.53%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.07%	.07%	.07%	.07%	.07%
Expenses net of fee waivers, if any	.05%	.05%	.06%	.07%	.07%
Expenses net of all reductions	.05%	.05%	.06%	.07%	.07%
Net investment income (loss)	2.11%	2.02%	2.25%	1.99%	1.97%
Supplemental Data
Net assets, end of period (in millions)	$ 49,784	$ 38,736	$ 28,996	$ 16,230	$ 15,595
Portfolio turnover rate^D	4%	4%	4%	5% ^F	4%

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

^B Calculated based on average shares outstanding during the period.

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

^F The portfolio turnover rate does not include the assets acquired in the merger.

^G For the year ended February 29.

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

Annual Report

Financial Highlights - Institutional Class

Years ended February 28,	2015	2014	2013	2012 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 66.11	$ 53.82	$ 48.50	$ 47.74
Income from Investment Operations
Net investment income (loss)^D	1.48	1.22	1.13	.79
Net realized and unrealized gain (loss)	8.64	12.26	5.28	.68
Total from investment operations	10.12	13.48	6.41	1.47
Distributions from net investment income	(1.35)	(1.19)	(1.09)	(.71)
Distributions from net realized gain	(.16)	-	-	-
Total distributions	(1.50)^J	(1.19)	(1.09)	(.71)
Net asset value, end of period	$ 74.73	$ 66.11	$ 53.82	$ 48.50
Total Return^{B, C}	15.47%	25.33%	13.42%	3.25%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.05%	.05%	.05%	.05%^A
Expenses net of fee waivers, if any	.04%	.04%	.04%	.05%^A
Expenses net of all reductions	.04%	.04%	.04%	.05%^A
Net investment income (loss)	2.12%	2.03%	2.27%	2.19%^A
Supplemental Data
Net assets, end of period (in millions)	$ 25,621	$ 22,636	$ 17,703	$ 14,629
Portfolio turnover rate^F	4%	4%	4%	5%^I

^A Annualized

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

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

^D Calculated based on average shares outstanding during the period.

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

^G For the period May 4, 2011 (commencement of sale of shares) to February 29, 2012.

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

^I The portfolio turnover rate does not include the assets acquired in the merger.

^J Total distributions of $1.50 per share is comprised of distributions from net investment income of $1.347 and distributions from net realized gain of $.157 per share.

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

Annual Report

Financial Highlights - Fidelity Advantage Institutional Class

Years ended February 28,	2015	2014	2013	2012^G
Selected Per-Share Data
Net asset value, beginning of period	$ 66.11	$ 53.83	$ 48.50	$ 47.74
Income from Investment Operations
Net investment income (loss)^D	1.50	1.24	1.14	.81
Net realized and unrealized gain (loss)	8.64	12.24	5.29	.67
Total from investment operations	10.14	13.48	6.43	1.48
Distributions from net investment income	(1.36)	(1.20)	(1.10)	(.72)
Distributions from net realized gain	(.16)	-	-	-
Total distributions	(1.52)	(1.20)	(1.10)	(.72)
Net asset value, end of period	$ 74.73	$ 66.11	$ 53.83	$ 48.50
Total Return^{B, C}	15.50%	25.34%	13.46%	3.27%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.03%^J	.03%^J	.03%^J	.03%^{A, J}
Expenses net of fee waivers, if any	.02%	.02%	.02%	.03%^{A, J}
Expenses net of all reductions	.02%	.02%	.02%	.03%^{A, J}
Net investment income (loss)	2.14%	2.05%	2.29%	2.24%^A
Supplemental Data
Net assets, end of period (in millions)	$ 6,217	$ 3,506	$ 1,912	$ 716
Portfolio turnover rate^F	4%	4%	4%	5%^I

^A Annualized

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

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

^D Calculated based on average shares outstanding during the period.

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

^G For the period May 4, 2011 (commencement of sale of shares) to February 29, 2012.

^I The portfolio turnover rate does not include the assets acquired in the merger.

^J Amount represents .025%.

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

Annual Report

Notes to Financial Statements

For the period ended February 28, 2015

(Amounts in thousands except percentages)

1. Organization.

Spartan 500 Index Fund (the Fund) is a fund of Fidelity Concord Street Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Investor Class, Fidelity Advantage Class, Institutional Class and Fidelity Advantage Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. The Fund offers conversion privileges between share classes to eligible shareholders.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

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

3. Significant Accounting Policies.

The 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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

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

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

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

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

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 February 28, 2015, 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 may 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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable.

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

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of February 28, 2015, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction.

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

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to futures contracts, market discount, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

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

Gross unrealized appreciation	$ 40,780,397
Gross unrealized depreciation	(2,810,218)
Net unrealized appreciation (depreciation) on securities	$ 37,970,179

Tax Cost	$ 52,933,275

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

Undistributed ordinary income	$ 392,920
Undistributed long-term capital gains	$ 325,219
Net unrealized appreciation (depreciation) on securities and other investments	$ 37,970,178

The tax character of distributions paid was as follows:

	February 28, 2015	February 28, 2014
Ordinary Income	$ 1,488,079	$ 1,221,746
Long-term Capital Gains	$ 181,095	$ -
Total	$ 1,669,174	$ 1,221,746

New Accounting Pronouncement. In June 2014, the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (the Update). The Update amends the accounting for certain repurchase agreements and expands disclosure requirements for reverse repurchase agreements, securities lending and other similar transactions. The disclosure requirements are effective for annual and interim reporting periods beginning after December 15, 2014. Management is currently evaluating the impact of the Update on the Fund's financial statements and related disclosures.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

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.

Annual Report

4. Derivative Instruments - continued

Futures Contracts - continued

the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

During the period the Fund recognized net realized gain (loss) of $154,668 and a change in net unrealized appreciation (depreciation) of $29,539 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $11,382,306 and $2,764,510, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is based on an annual rate of .025% of the Fund's average net assets. Under the management contract, the investment adviser pays all other fund-level expenses, except the compensation of the independent Trustees and certain other expenses such as interest expense, including commitment fees.

In addition, under an expense contract, the investment adviser pays class-level expenses as necessary so that the total expenses do not exceed certain amounts of each class' average net assets on an annual basis with certain exceptions, as noted in the following table:

Investor Class	.10%
Fidelity Advantage Class	.07%
Institutional Class	.05%
Fidelity Advantage Institutional Class	.025%

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Sub-Adviser. Geode Capital Management, LLC (Geode), serves as sub-adviser for the Fund. Geode provides discretionary investment advisory services to the Fund and is paid by the investment adviser for providing these services.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class. FIIOC receives transfer agent fees at an annual rate of .075%, .045%, .035% and .015% of average net assets for Investor Class, Fidelity Advantage Class, Institutional Class and Fidelity Advantage Institutional Class, respectively. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. Under the expense contract, Institutional Class pays a portion of the transfer agent fees at an annual rate of .025% of average net assets and Fidelity Advantage Institutional Class does not pay transfer agent fees.

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

	Amount
Investor Class	$ 4,844
Fidelity Advantage Class	19,515
Institutional Class	5,936
	$ 30,295

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 $115 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.

Annual Report

8. Security Lending - continued

Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $5,753.

9. Expense Reductions.

The investment adviser contractually agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement. This reimbursement will remain in place through April 30, 2016.

	Expense Limitations	Reimbursement
Investor Class	.095%	$ 364
Fidelity Advantage Class	.050%	8,901
Institutional Class	.040%	2,486
Fidelity Advantage Institutional Class	.020%	257

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $2.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended February 28,	2015	2014
From net investment income
Investor Class	$ 119,301	$ 100,863
Fidelity Advantage Class	823,644	665,146
Institutional Class	455,819	401,823
Fidelity Advantage Institutional Class	89,315	53,914
Total	$ 1,488,079	$ 1,221,746

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

10. Distributions to Shareholders - continued

Years ended February 28,	2015	2014
From net realized gain
Investor Class	$ 15,371	$ -
Fidelity Advantage Class	100,506	-
Institutional Class	53,616	-
Fidelity Advantage Institutional Class	11,602	-
Total	$ 181,095	$ -

11. Share Transactions.

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

	Shares		Dollars
Years ended February 28,	2015	2014	2015	2014
Investor Class
Shares sold	52,600	39,355	$ 3,663,941	$ 2,384,060
Reinvestment of distributions	1,850	1,660	130,439	98,060
Shares redeemed	(43,534)	(41,439)	(3,070,864)	(2,495,889)
Net increase (decrease)	10,916	(424)	$ 723,516	$ (13,769)
Fidelity Advantage Class
Shares sold	161,661	139,661	$ 11,355,801	$ 8,405,537
Reinvestment of distributions	12,217	10,502	860,949	620,608
Shares redeemed	(93,565)	(102,964)	(6,570,904)	(6,208,026)
Net increase (decrease)	80,313	47,199	$ 5,645,846	$ 2,818,119
Institutional Class
Shares sold	86,963	90,088	$ 6,115,540	$ 5,417,050
Reinvestment of distributions	7,236	6,803	509,435	401,823
Shares redeemed	(93,727)	(83,402)	(6,564,397)	(5,026,000)
Net increase (decrease)	472	13,489	$ 60,578	$ 792,873
Fidelity Advantage Institutional Class
Shares sold	39,216	24,446	$ 2,755,481	$ 1,448,700
Reinvestment of distributions	1,429	908	100,917	53,914
Shares redeemed	(10,476)	(7,851)	(735,082)	(475,041)
Net increase (decrease)	30,169	17,503	$ 2,121,316	$ 1,027,573

12. Other.

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12. Other - continued

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.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Concord Street Trust and the Shareholders of Spartan 500 Index Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Spartan 500 Index Fund (a fund of Fidelity Concord Street Trust) at February 28, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Spartan 500 Index Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 28, 2015 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 24, 2015

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Each of the Trustees oversees 174 funds.

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

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

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

Annual Report

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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

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

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

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

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (2009-present), and Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the board of Artis-Naples, Naples, Florida, and as a Trustee for Brewster Academy, Wolfeboro, New Hampshire. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (2009-2014), a Director of FMR (2007-2014), and a Director of FMR Co., Inc. (2007-2014).
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee of other funds. He serves as a Director of Fidelity Investments Money Management, Inc. (FIMM) (2014-present), Director of Fidelity SelectCo, LLC (2014-present), President, Asset Management (2014-present), and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present) and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for The Western Union Company (global money transfer, 2006-2011), The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), and Earth Fare, Inc. (retail grocery, 2010-2014).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and a member of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Mr. Selander serves as a Director of The Western Union Company (global money transfer, 2014-present). Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2001 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

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

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Howard J. Galligan III (1966)
Year of Election or Appointment: 2014 Chief Financial Officer
	Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Limited (2008-present) and FMR Investment Management (U.K.) Limited (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of Fidelity SelectCo, LLC (2014-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Melissa M. Reilly (1971)
Year of Election or Appointment: 2014 Vice President of certain Equity Funds
	Ms. Reilly also serves as Vice President of other funds. Ms. Reilly is an employee of Fidelity Investments (2004-present).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Linda J. Wondrack (1964)
Year of Election or Appointment: 2014 Chief Compliance Officer
	Ms. Wondrack also serves as Chief Compliance Officer of other funds. Ms. Wondrack is Executive Vice President and head of the Ethics Office and Asset Management Compliance for Fidelity Investments (2012-present). Ms. Wondrack also serves as Chief Compliance Officer of Fidelity SelectCo, LLC (2014-present); Chief Compliance Officer of Impresa Management LLC (2013-present); and Chief Compliance Officer of FMR Co., Inc., Fidelity Investments Money Management, Inc., Fidelity Management & Research (Japan) Limited, FMR Investment Management (U.K.) Limited, Fidelity Management & Research (Hong Kong), Fidelity Management & Research Company, Pyramis Global Advisors, LLC, and Strategic Advisers, Inc., Ballyrock Investment Advisors LLC, and Northern Neck Investors LLC (2012-present). Previously, Ms. Wondrack served as Senior Vice President and Chief Compliance Officer for Columbia Management Investment Advisers, LLC (2005-2012); Chief Compliance Officer for certain funds within the Columbia Family of Funds (2007-2012); and Senior Vice President of Compliance Risk Management at Bank of America (2005-2010).
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Spartan 500 Index Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived for capital gains realized from sales of portfolio securities:

	Pay Date	Record Date	Capital Gains
Institutional Class	4/13/15	4/10/15	$0.271
Fidelity Advantage Institutional Class	4/13/15	4/10/15	$0.271

The fund hereby designates as a capital gain dividend with respect to the taxable
year ended February 28, 2015, $612,860,465, or, if subsequently determined to be
different, the net capital gain of such year.

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

Institutional Class designates 96%, 93%, 93%, and 93%; and Fidelity Advantage Institutional Class designates 95%, 92%, 92%, and 93% of the dividends distributed in April, July, October, and December, respectively, during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Institutional Class designates 100%, 98%, 98%, and 98%; and Fidelity Advantage Institutional Class designates 99%, 97%, 97%, and 98% of the dividends distributed in April, July, October, and December, respectively, during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2016 of amounts for use in preparing 2015 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Geode Capital Management, LLC

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional

Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

U5I-U5A-UANN-0415
1.925888.103

Spartan®

500 Index

Fund -

Investor Class

Fidelity Advantage® Class

Annual Report

February 28, 2015

(Fidelity Cover Art)

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Trustees and Officers	(Click Here)
Distributions	(Click Here)

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended February 28, 2015	Past 1 year	Past 5 years	Past 10 years
Investor Class	15.40%	16.08%	7.92%
Fidelity Advantage® Class^A	15.45%	16.13%	7.96%

^AThe initial offering of Fidelity Advantage® Class took place on October 14, 2005. Returns prior to October 14, 2005, are those of Investor Class, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Spartan® 500 Index Fund - Investor Class on February 28, 2005. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

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Annual Report

Management's Discussion of Fund Performance

Comments from Patrick Waddell, Senior Portfolio Manager of the Geode Capital Management, LLC, investment management team for Spartan® 500 Index Fund: For the year, the fund's Investor Class and Fidelity Advantage® Class shares gained 15.40% and 15.45%, respectively, roughly in line with the S&P 500® Index. Apple (+74%) was by far the fund's biggest individual contributor, as this well-known maker of mobile devices and personal computers continued to generate strong financial results. Also within information technology, semiconductor manufacturer Intel saw its stock return 38% for the review period on increased optimism about the prospects for chipmakers. In the financials sector, Berkshire Hathaway (+27%), an insurance-focused conglomerate led by famed investor Warren Buffett, added value. Many of the fund's biggest individual detractors were energy stocks hurt by a sharply falling oil price, including energy producers Exxon Mobil (-5%), Occidental Petroleum (-14%) and Chevron (-4%). Another meaningful detractor in this sector was oil-field services companies Halliburton (-24%). Elsewhere, the biggest individual detractor was Internet search giant Google (-8%), whose earnings repeatedly lagged analysts' expectations due to rising expenses coupled with a more challenging environment for its core advertising business.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2014 to February 28, 2015).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio^B	Beginning Account Value September 1, 2014	Ending Account Value February 28, 2015	Expenses Paid During Period* September 1, 2014 to February 28, 2015
Investor Class	.095%
Actual		$ 1,000.00	$ 1,060.70	$ .49
Hypothetical^A		$ 1,000.00	$ 1,024.32	$ .48
Fidelity Advantage Class	.050%
Actual		$ 1,000.00	$ 1,060.90	$ .26
Hypothetical^A		$ 1,000.00	$ 1,024.55	$ .25
Institutional Class	.040%
Actual		$ 1,000.00	$ 1,061.10	$ .20
Hypothetical^A		$ 1,000.00	$ 1,024.60	$ .20
Fidelity Advantage Institutional Class	.020%
Actual		$ 1,000.00	$ 1,061.20	$ .10
Hypothetical^A		$ 1,000.00	$ 1,024.70	$ .10

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

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

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of February 28, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	4.0	3.4
Exxon Mobil Corp.	2.0	2.4
Microsoft Corp.	1.9	1.9
Johnson & Johnson	1.5	1.6
Berkshire Hathaway, Inc. Class B	1.4	1.4
General Electric Co.	1.4	1.4
Wells Fargo & Co.	1.4	1.4
Procter & Gamble Co.	1.2	1.2
JPMorgan Chase & Co.	1.2	1.2
Pfizer, Inc.	1.1	1.0
	17.1
Market Sectors as of February 28, 2015
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	19.7	19.0
Financials	15.8	15.8
Health Care	14.6	13.4
Consumer Discretionary	12.3	11.7
Industrials	10.2	10.1
Consumer Staples	9.7	9.2
Energy	8.1	10.2
Materials	3.2	3.4
Utilities	3.0	3.0
Telecommunication Services	2.3	2.4

Annual Report

Investments February 28, 2015

Showing Percentage of Net Assets

Common Stocks - 98.9%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 12.3%
Auto Components - 0.4%
BorgWarner, Inc.	1,072,259		$ 65,901
Delphi Automotive PLC	1,396,257		110,081
Johnson Controls, Inc.	3,141,635		159,626
The Goodyear Tire & Rubber Co.	1,294,792		34,610
			370,218
Automobiles - 0.7%
Ford Motor Co.	18,149,758		296,567
General Motors Co.	6,364,602		237,463
Harley-Davidson, Inc.	1,010,452		64,234
			598,264
Distributors - 0.1%
Genuine Parts Co.	720,848		69,259
Diversified Consumer Services - 0.0%
H&R Block, Inc.	1,297,646		44,315
Hotels, Restaurants & Leisure - 1.7%
Carnival Corp. unit	2,124,072		93,438
Chipotle Mexican Grill, Inc. (a)	146,252		97,253
Darden Restaurants, Inc. (d)	584,981		37,439
Marriott International, Inc. Class A	1,002,210		83,284
McDonald's Corp.	4,589,466		453,898
Royal Caribbean Cruises Ltd.	787,566		60,186
Starbucks Corp.	3,528,856		329,895
Starwood Hotels & Resorts Worldwide, Inc.	842,128		67,648
Wyndham Worldwide Corp.	581,287		53,176
Wynn Resorts Ltd.	382,008		54,436
Yum! Brands, Inc.	2,063,143		167,342
			1,497,995
Household Durables - 0.4%
D.R. Horton, Inc.	1,564,590		42,729
Garmin Ltd.	568,131		28,196
Harman International Industries, Inc.	323,109		44,586
Leggett & Platt, Inc. (d)	649,017		29,238
Lennar Corp. Class A (d)	842,074		42,281
Mohawk Industries, Inc. (a)	292,203		53,868
Newell Rubbermaid, Inc.	1,278,461		50,231
PulteGroup, Inc.	1,573,633		35,501
Whirlpool Corp.	367,225		77,833
			404,463
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - 1.4%
Amazon.com, Inc. (a)	1,790,437		$ 680,653
Expedia, Inc.	465,489		42,709
Netflix, Inc. (a)(d)	284,110		134,927
Priceline Group, Inc. (a)	246,905		305,540
TripAdvisor, Inc. (a)(d)	525,724		46,921
			1,210,750
Leisure Products - 0.1%
Hasbro, Inc. (d)	533,424		33,240
Mattel, Inc.	1,597,851		42,055
			75,295
Media - 3.5%
Cablevision Systems Corp. - NY Group Class A (d)	1,032,312		19,387
CBS Corp. Class B	2,248,565		132,890
Comcast Corp. Class A (d)	12,149,381		721,430
DIRECTV (a)	2,368,465		209,846
Discovery Communications, Inc.:
Class A (a)(d)	700,258		22,618
Class C (non-vtg.) (a)(d)	1,288,723		39,319
Gannett Co., Inc. (d)	1,064,982		37,700
Interpublic Group of Companies, Inc.	1,972,297		43,982
News Corp. Class A (a)	2,352,565		40,641
Omnicom Group, Inc.	1,170,375		93,092
Scripps Networks Interactive, Inc. Class A	478,483		34,594
The Walt Disney Co. (d)	7,356,950		765,711
Time Warner Cable, Inc.	1,322,768		203,772
Time Warner, Inc.	3,954,159		323,687
Twenty-First Century Fox, Inc. Class A	8,744,404		306,054
Viacom, Inc. Class B (non-vtg.)	1,742,122		121,844
			3,116,567
Multiline Retail - 0.8%
Dollar General Corp. (a)	1,430,907		103,912
Dollar Tree, Inc. (a)	969,830		77,276
Family Dollar Stores, Inc.	452,979		35,668
Kohl's Corp.	952,640		70,305
Macy's, Inc.	1,628,315		103,756
Nordstrom, Inc.	663,901		53,398
Target Corp.	3,003,813		230,783
			675,098
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - 2.4%
AutoNation, Inc. (a)	352,153		$ 21,657
AutoZone, Inc. (a)(d)	151,099		97,108
Bed Bath & Beyond, Inc. (a)(d)	873,558		65,220
Best Buy Co., Inc.	1,372,924		52,308
CarMax, Inc. (a)(d)	1,015,767		68,168
GameStop Corp. Class A (d)	511,738		18,919
Gap, Inc.	1,258,434		52,351
Home Depot, Inc.	6,214,649		713,131
L Brands, Inc.	1,159,401		106,503
Lowe's Companies, Inc.	4,588,076		339,931
O'Reilly Automotive, Inc. (a)(d)	478,397		99,569
PetSmart, Inc.	468,807		38,869
Ross Stores, Inc.	989,534		104,703
Staples, Inc. (d)	3,017,200		50,583
Tiffany & Co., Inc. (d)	530,709		46,819
TJX Companies, Inc.	3,248,737		222,993
Tractor Supply Co.	641,064		56,491
Urban Outfitters, Inc. (a)(d)	471,818		18,382
			2,173,705
Textiles, Apparel & Luxury Goods - 0.8%
Coach, Inc.	1,299,637		56,599
Fossil Group, Inc. (a)(d)	211,995		18,234
Michael Kors Holdings Ltd. (a)(d)	971,040		65,458
NIKE, Inc. Class B	3,290,808		319,603
PVH Corp.	388,552		41,392
Ralph Lauren Corp.	285,385		39,215
Under Armour, Inc. Class A (sub. vtg.) (a)(d)	786,051		60,534
VF Corp.	1,629,308		124,903
			725,938
TOTAL CONSUMER DISCRETIONARY			10,961,867
CONSUMER STAPLES - 9.7%
Beverages - 2.2%
Brown-Forman Corp. Class B (non-vtg.)	737,817		67,650
Coca-Cola Enterprises, Inc.	1,048,777		48,453
Constellation Brands, Inc. Class A (sub. vtg.) (a)	791,315		90,780
Dr. Pepper Snapple Group, Inc.	916,800		72,235
Molson Coors Brewing Co. Class B	751,464		57,029
Monster Beverage Corp. (a)	679,876		95,944
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Beverages - continued
PepsiCo, Inc.	7,057,741		$ 698,575
The Coca-Cola Co.	18,590,287		804,959
			1,935,625
Food & Staples Retailing - 2.5%
Costco Wholesale Corp. (d)	2,064,413		303,386
CVS Health Corp.	5,406,149		561,537
Kroger Co.	2,315,903		164,776
Sysco Corp.	2,772,362		108,094
Wal-Mart Stores, Inc.	7,448,008		625,111
Walgreens Boots Alliance, Inc.	4,111,559		341,588
Whole Foods Market, Inc.	1,696,505		95,836
			2,200,328
Food Products - 1.6%
Archer Daniels Midland Co.	3,035,994		145,363
Campbell Soup Co. (d)	844,827		39,360
ConAgra Foods, Inc. (d)	2,003,416		70,079
General Mills, Inc.	2,847,175		153,150
Hormel Foods Corp.	633,634		37,074
Kellogg Co.	1,188,739		76,650
Keurig Green Mountain, Inc.	573,008		73,104
Kraft Foods Group, Inc.	2,776,793		177,881
McCormick & Co., Inc. (non-vtg.)	609,023		45,908
Mead Johnson Nutrition Co. Class A	952,740		99,809
Mondelez International, Inc.	7,922,234		292,608
The Hershey Co. (d)	697,863		72,424
The J.M. Smucker Co.	480,152		55,386
Tyson Foods, Inc. Class A	1,381,833		57,084
			1,395,880
Household Products - 1.8%
Clorox Co.	610,237		66,296
Colgate-Palmolive Co. (d)	4,040,120		286,121
Kimberly-Clark Corp.	1,756,435		192,611
Procter & Gamble Co.	12,742,737		1,084,789
			1,629,817
Personal Products - 0.1%
Avon Products, Inc.	2,049,765		17,444
Estee Lauder Companies, Inc. Class A	1,056,217		87,317
			104,761
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Tobacco - 1.5%
Altria Group, Inc.	9,320,697		$ 524,662
Lorillard, Inc.	1,697,793		116,163
Philip Morris International, Inc.	7,327,058		607,853
Reynolds American, Inc.	1,453,157		109,888
			1,358,566
TOTAL CONSUMER STAPLES			8,624,977
ENERGY - 8.1%
Energy Equipment & Services - 1.3%
Baker Hughes, Inc.	2,040,460		127,549
Cameron International Corp. (a)	931,122		43,837
Diamond Offshore Drilling, Inc. (d)	316,917		9,644
Ensco PLC Class A (d)	1,104,956		27,038
FMC Technologies, Inc. (a)(d)	1,102,779		44,034
Halliburton Co.	3,996,479		171,609
Helmerich & Payne, Inc. (d)	510,518		34,235
Nabors Industries Ltd.	1,364,944		17,485
National Oilwell Varco, Inc. (d)	2,030,514		110,358
Noble Corp. (d)	1,188,253		19,773
Schlumberger Ltd.	6,068,302		510,708
Transocean Ltd. (United States) (d)	1,605,777		25,901
			1,142,171
Oil, Gas & Consumable Fuels - 6.8%
Anadarko Petroleum Corp.	2,388,333		201,169
Apache Corp.	1,775,427		116,894
Cabot Oil & Gas Corp.	1,947,733		56,484
Chesapeake Energy Corp. (d)	2,446,510		40,808
Chevron Corp.	8,914,920		951,044
Cimarex Energy Co.	411,452		45,128
ConocoPhillips Co.	5,804,779		378,472
CONSOL Energy, Inc. (d)	1,085,490		34,953
Denbury Resources, Inc. (d)	1,662,628		13,966
Devon Energy Corp.	1,813,492		111,693
EOG Resources, Inc.	2,584,319		231,865
EQT Corp.	714,476		57,022
Exxon Mobil Corp.	19,969,325		1,768,084
Hess Corp.	1,198,404		89,976
Kinder Morgan, Inc.	8,012,787		328,604
Marathon Oil Corp.	3,182,701		88,670
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Marathon Petroleum Corp.	1,321,343		$ 138,741
Murphy Oil Corp. (d)	786,814		40,041
Newfield Exploration Co. (a)	750,897		24,802
Noble Energy, Inc. (d)	1,798,472		84,942
Occidental Petroleum Corp.	3,656,787		284,791
ONEOK, Inc.	981,827		43,456
Phillips 66 Co.	2,610,275		204,802
Pioneer Natural Resources Co.	702,178		107,096
QEP Resources, Inc.	781,588		16,789
Range Resources Corp. (d)	795,566		39,412
Southwestern Energy Co. (a)(d)	1,788,316		44,851
Spectra Energy Corp. (d)	3,164,324		112,302
Tesoro Corp.	595,351		54,677
The Williams Companies, Inc.	3,172,418		155,575
Valero Energy Corp.	2,458,104		151,640
			6,018,749
TOTAL ENERGY			7,160,920
FINANCIALS - 15.8%
Banks - 5.7%
Bank of America Corp.	49,593,803		784,078
BB&T Corp. (d)	3,396,805		129,248
Citigroup, Inc.	14,286,554		748,901
Comerica, Inc.	847,374		38,793
Fifth Third Bancorp	3,885,878		75,231
Huntington Bancshares, Inc.	3,840,827		42,019
JPMorgan Chase & Co.	17,628,668		1,080,285
KeyCorp	4,085,443		56,910
M&T Bank Corp.	623,018		75,385
PNC Financial Services Group, Inc.	2,481,518		228,200
Regions Financial Corp.	6,491,225		62,381
SunTrust Banks, Inc.	2,459,101		100,823
U.S. Bancorp	8,438,442		376,439
Wells Fargo & Co.	22,262,204		1,219,746
Zions Bancorporation	956,994		25,585
			5,044,024
Capital Markets - 2.2%
Affiliated Managers Group, Inc. (a)	262,073		56,718
Ameriprise Financial, Inc.	870,222		116,288
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Capital Markets - continued
Bank of New York Mellon Corp.	5,308,658		$ 207,781
BlackRock, Inc. Class A	600,720		223,119
Charles Schwab Corp.	5,418,851		158,989
E*TRADE Financial Corp. (a)	1,361,993		35,459
Franklin Resources, Inc.	1,849,051		99,534
Goldman Sachs Group, Inc.	1,910,185		362,534
Invesco Ltd.	2,031,712		81,817
Legg Mason, Inc.	473,548		27,120
Morgan Stanley	7,200,009		257,688
Northern Trust Corp.	1,043,966		72,900
State Street Corp.	1,968,836		146,580
T. Rowe Price Group, Inc.	1,223,229		101,039
			1,947,566
Consumer Finance - 0.8%
American Express Co.	4,196,251		342,372
Capital One Financial Corp.	2,621,865		206,367
Discover Financial Services	2,138,533		130,408
Navient Corp.	1,934,522		41,399
			720,546
Diversified Financial Services - 2.0%
Berkshire Hathaway, Inc. Class B (a)	8,599,544		1,267,659
CME Group, Inc.	1,493,177		143,240
IntercontinentalExchange Group, Inc.	531,507		125,095
Leucadia National Corp.	1,494,206		35,458
McGraw Hill Financial, Inc.	1,280,349		132,004
Moody's Corp.	865,676		83,919
The NASDAQ OMX Group, Inc.	553,475		27,762
			1,815,137
Insurance - 2.7%
ACE Ltd.	1,564,421		178,360
AFLAC, Inc.	2,124,891		132,274
Allstate Corp.	1,977,975		139,645
American International Group, Inc.	6,601,749		365,275
Aon PLC	1,344,656		134,950
Assurant, Inc.	331,313		20,300
Cincinnati Financial Corp. (d)	693,892		36,610
Genworth Financial, Inc. Class A (a)	2,342,162		18,152
Hartford Financial Services Group, Inc.	2,034,791		83,345
Lincoln National Corp.	1,225,125		70,616
Loews Corp.	1,411,521		57,886
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Insurance - continued
Marsh & McLennan Companies, Inc.	2,550,789		$ 145,114
MetLife, Inc.	5,357,383		272,316
Principal Financial Group, Inc.	1,287,942		65,904
Progressive Corp.	2,522,490		67,224
Prudential Financial, Inc.	2,159,850		174,624
The Chubb Corp. (d)	1,112,060		111,706
The Travelers Companies, Inc.	1,562,808		167,908
Torchmark Corp.	606,658		32,305
Unum Group	1,188,351		39,881
XL Group PLC Class A	1,216,941		44,053
			2,358,448
Real Estate Investment Trusts - 2.4%
American Tower Corp.	1,980,475		196,344
Apartment Investment & Management Co. Class A	728,149		27,437
AvalonBay Communities, Inc.	622,527		104,796
Boston Properties, Inc.	721,992		99,209
Crown Castle International Corp.	1,574,418		135,888
Equity Residential (SBI)	1,708,843		131,632
Essex Property Trust, Inc. (d)	301,539		67,071
General Growth Properties, Inc.	2,959,256		85,848
HCP, Inc. (d)	2,165,807		91,744
Health Care REIT, Inc. (d)	1,625,424		125,336
Host Hotels & Resorts, Inc.	3,571,389		74,999
Iron Mountain, Inc.	879,307		32,315
Kimco Realty Corp.	1,940,212		50,989
Plum Creek Timber Co., Inc. (d)	829,478		36,033
Prologis, Inc.	2,357,863		100,704
Public Storage	684,218		134,941
Simon Property Group, Inc.	1,465,596		278,991
The Macerich Co.	662,916		55,453
Ventas, Inc.	1,509,256		112,394
Vornado Realty Trust	823,352		90,602
Weyerhaeuser Co.	2,472,811		86,820
			2,119,546
Real Estate Management & Development - 0.0%
CBRE Group, Inc. (a)	1,318,585		45,175
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Thrifts & Mortgage Finance - 0.0%
Hudson City Bancorp, Inc.	2,269,147		$ 22,147
People's United Financial, Inc. (d)	1,452,335		21,974
			44,121
TOTAL FINANCIALS			14,094,563
HEALTH CARE - 14.6%
Biotechnology - 3.0%
Alexion Pharmaceuticals, Inc. (a)	935,086		168,661
Amgen, Inc.	3,587,191		565,772
Biogen Idec, Inc. (a)	1,113,669		456,148
Celgene Corp. (a)	3,766,553		457,749
Gilead Sciences, Inc. (a)	7,114,605		736,575
Regeneron Pharmaceuticals, Inc. (a)(d)	349,989		144,839
Vertex Pharmaceuticals, Inc. (a)	1,134,262		135,465
			2,665,209
Health Care Equipment & Supplies - 2.2%
Abbott Laboratories	7,101,058		336,377
Baxter International, Inc.	2,555,878		176,739
Becton, Dickinson & Co.	905,332		132,830
Boston Scientific Corp. (a)	6,255,504		105,718
C.R. Bard, Inc. (d)	353,210		59,742
CareFusion Corp. (a)	961,641		57,775
DENTSPLY International, Inc. (d)	667,432		35,381
Edwards Lifesciences Corp. (a)	504,472		67,105
Intuitive Surgical, Inc. (a)	170,959		85,480
Medtronic PLC	6,683,177		518,548
St. Jude Medical, Inc.	1,348,318		89,906
Stryker Corp.	1,409,436		133,544
Varian Medical Systems, Inc. (a)(d)	471,484		43,834
Zimmer Holdings, Inc.	798,644		96,149
			1,939,128
Health Care Providers & Services - 2.6%
Aetna, Inc.	1,658,558		165,109
AmerisourceBergen Corp.	979,748		100,679
Anthem, Inc.	1,272,996		186,430
Cardinal Health, Inc.	1,560,760		137,331
Cigna Corp.	1,233,562		150,038
DaVita HealthCare Partners, Inc. (a)	810,747		60,482
Express Scripts Holding Co. (a)	3,460,996		293,458
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
HCA Holdings, Inc. (a)	1,431,229		$ 102,390
Humana, Inc.	723,104		118,864
Laboratory Corp. of America Holdings (a)	470,161		57,844
McKesson Corp.	1,093,516		250,087
Patterson Companies, Inc. (d)	403,614		20,211
Quest Diagnostics, Inc.	681,597		47,807
Tenet Healthcare Corp. (a)	463,472		21,459
UnitedHealth Group, Inc.	4,526,210		514,313
Universal Health Services, Inc. Class B	429,387		48,671
			2,275,173
Health Care Technology - 0.1%
Cerner Corp. (a)(d)	1,433,188		103,276
Life Sciences Tools & Services - 0.4%
Agilent Technologies, Inc.	1,572,791		66,388
PerkinElmer, Inc.	532,713		25,038
Thermo Fisher Scientific, Inc.	1,886,449		245,238
Waters Corp. (a)	392,715		47,275
			383,939
Pharmaceuticals - 6.3%
AbbVie, Inc.	7,513,568		454,571
Actavis PLC (a)(d)	1,249,983		364,195
Allergan, Inc.	1,404,841		326,963
Bristol-Myers Squibb Co.	7,822,507		476,547
Eli Lilly & Co. (d)	4,620,658		324,232
Endo Health Solutions, Inc. (a)	783,591		67,075
Hospira, Inc. (a)	797,927		69,851
Johnson & Johnson	13,200,131		1,353,145
Mallinckrodt PLC (a)	548,352		64,004
Merck & Co., Inc.	13,444,236		787,026
Mylan, N.V. (a)(d)	1,765,014		101,179
Perrigo Co. PLC	663,826		102,541
Pfizer, Inc. (d)	29,712,836		1,019,745
Zoetis, Inc. Class A	2,364,164		108,964
			5,620,038
TOTAL HEALTH CARE			12,986,763
INDUSTRIALS - 10.2%
Aerospace & Defense - 2.7%
General Dynamics Corp.	1,484,640		206,038
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
Honeywell International, Inc.	3,691,599		$ 379,423
L-3 Communications Holdings, Inc.	401,472		51,963
Lockheed Martin Corp.	1,266,373		253,338
Northrop Grumman Corp.	952,594		157,854
Precision Castparts Corp.	672,162		145,389
Raytheon Co.	1,454,213		158,175
Rockwell Collins, Inc.	626,951		55,849
Textron, Inc.	1,301,800		57,683
The Boeing Co. (d)	3,126,715		471,665
United Technologies Corp.	3,998,280		487,430
			2,424,807
Air Freight & Logistics - 0.7%
C.H. Robinson Worldwide, Inc.	689,855		51,256
Expeditors International of Washington, Inc.	910,301		43,968
FedEx Corp.	1,242,239		219,851
United Parcel Service, Inc. Class B	3,287,048		334,391
			649,466
Airlines - 0.4%
Delta Air Lines, Inc.	3,946,873		175,715
Southwest Airlines Co.	3,200,842		138,404
			314,119
Building Products - 0.1%
Allegion PLC	451,441		26,062
Masco Corp.	1,680,062		44,001
			70,063
Commercial Services & Supplies - 0.4%
ADT Corp. (d)	823,042		32,280
Cintas Corp. (d)	457,872		38,223
Pitney Bowes, Inc.	947,834		21,961
Republic Services, Inc.	1,190,431		48,712
Stericycle, Inc. (a)	400,488		54,054
Tyco International Ltd.	1,973,413		83,317
Waste Management, Inc.	2,008,315		109,413
			387,960
Construction & Engineering - 0.1%
Fluor Corp.	696,953		40,423
Jacobs Engineering Group, Inc. (a)	615,666		27,299
Quanta Services, Inc. (a)	1,026,566		29,545
			97,267
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Electrical Equipment - 0.6%
AMETEK, Inc.	1,159,778		$ 61,631
Eaton Corp. PLC	2,238,133		158,930
Emerson Electric Co. (d)	3,271,065		189,460
Rockwell Automation, Inc.	640,272		74,937
			484,958
Industrial Conglomerates - 2.3%
3M Co.	3,021,993		509,659
Danaher Corp.	2,882,987		251,627
General Electric Co.	47,357,284		1,230,816
Roper Industries, Inc.	472,326		79,148
			2,071,250
Machinery - 1.5%
Caterpillar, Inc.	2,854,958		236,676
Cummins, Inc.	801,236		113,960
Deere & Co. (d)	1,690,248		153,136
Dover Corp.	779,820		56,186
Flowserve Corp.	642,805		39,937
Illinois Tool Works, Inc. (d)	1,696,092		167,676
Ingersoll-Rand PLC	1,251,922		84,117
Joy Global, Inc.	462,982		20,519
PACCAR, Inc. (d)	1,669,895		106,957
Pall Corp.	502,395		50,646
Parker Hannifin Corp.	700,986		86,004
Pentair PLC (d)	880,891		58,553
Snap-On, Inc.	274,028		40,345
Stanley Black & Decker, Inc.	738,744		72,648
Xylem, Inc.	857,691		30,620
			1,317,980
Professional Services - 0.2%
Dun & Bradstreet Corp.	169,345		22,435
Equifax, Inc.	568,668		53,097
Nielsen Holdings B.V. (d)	1,527,518		69,059
Robert Half International, Inc.	640,991		39,716
			184,307
Road & Rail - 1.0%
CSX Corp.	4,694,125		161,055
Kansas City Southern	520,440		60,288
Norfolk Southern Corp. (d)	1,459,277		159,295
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Road & Rail - continued
Ryder System, Inc.	250,128		$ 23,510
Union Pacific Corp.	4,192,842		504,231
			908,379
Trading Companies & Distributors - 0.2%
Fastenal Co. (d)	1,286,128		53,439
United Rentals, Inc. (a)(d)	470,678		43,801
W.W. Grainger, Inc. (d)	286,171		67,797
			165,037
TOTAL INDUSTRIALS			9,075,593
INFORMATION TECHNOLOGY - 19.7%
Communications Equipment - 1.7%
Cisco Systems, Inc.	24,114,819		711,628
F5 Networks, Inc. (a)	347,947		41,098
Harris Corp.	493,238		38,315
Juniper Networks, Inc.	1,815,532		43,409
Motorola Solutions, Inc.	899,203		61,092
QUALCOMM, Inc.	7,840,546		568,518
			1,464,060
Electronic Equipment & Components - 0.4%
Amphenol Corp. Class A	1,459,384		82,397
Corning, Inc.	6,044,979		147,497
FLIR Systems, Inc.	664,422		21,448
TE Connectivity Ltd.	1,917,815		138,332
			389,674
Internet Software & Services - 3.2%
Akamai Technologies, Inc. (a)	839,389		58,346
eBay, Inc. (a)	5,331,501		308,747
Facebook, Inc. Class A (a)	9,860,267		778,665
Google, Inc.:
Class A (a)	1,344,223		756,300
Class C (a)	1,342,982		749,921
VeriSign, Inc. (a)(d)	513,937		32,902
Yahoo!, Inc. (a)	4,154,819		183,975
			2,868,856
IT Services - 3.3%
Accenture PLC Class A	2,959,205		266,417
Alliance Data Systems Corp. (a)(d)	301,441		83,954
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - continued
Automatic Data Processing, Inc.	2,273,299		$ 201,960
Cognizant Technology Solutions Corp. Class A (a)	2,871,556		179,429
Computer Sciences Corp.	662,532		46,987
Fidelity National Information Services, Inc.	1,338,122		90,444
Fiserv, Inc. (a)	1,150,502		89,820
IBM Corp.	4,340,376		702,880
MasterCard, Inc. Class A	4,621,171		416,506
Paychex, Inc. (d)	1,539,932		76,743
Teradata Corp. (a)(d)	721,522		32,122
The Western Union Co.	2,464,620		48,109
Total System Services, Inc.	780,231		29,805
Visa, Inc. Class A (d)	2,303,310		624,911
Xerox Corp.	5,060,382		69,074
			2,959,161
Semiconductors & Semiconductor Equipment - 2.4%
Altera Corp.	1,437,464		53,201
Analog Devices, Inc.	1,467,590		85,913
Applied Materials, Inc.	5,745,740		143,931
Avago Technologies Ltd.	1,192,630		152,203
Broadcom Corp. Class A	2,540,512		114,907
First Solar, Inc. (a)(d)	354,432		21,176
Intel Corp.	22,801,043		758,135
KLA-Tencor Corp.	775,647		50,382
Lam Research Corp.	749,630		61,814
Linear Technology Corp.	1,124,876		54,202
Microchip Technology, Inc. (d)	947,724		48,590
Micron Technology, Inc. (a)	5,062,231		155,259
NVIDIA Corp.	2,435,067		53,718
Texas Instruments, Inc.	4,981,331		292,902
Xilinx, Inc.	1,247,125		52,841
			2,099,174
Software - 3.7%
Adobe Systems, Inc. (a)	2,234,372		176,739
Autodesk, Inc. (a)	1,072,950		68,926
CA Technologies, Inc.	1,510,631		49,126
Citrix Systems, Inc. (a)	759,113		48,337
Electronic Arts, Inc. (a)(d)	1,466,321		83,844
Intuit, Inc.	1,346,486		131,457
Microsoft Corp.	38,871,905		1,704,533
Oracle Corp.	15,255,015		668,475
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Red Hat, Inc. (a)	885,737		$ 61,222
salesforce.com, Inc. (a)	2,767,390		192,002
Symantec Corp.	3,254,618		81,886
			3,266,547
Technology Hardware, Storage & Peripherals - 5.0%
Apple, Inc.	27,657,595		3,552,896
EMC Corp.	9,596,286		277,717
Hewlett-Packard Co.	8,801,038		306,628
NetApp, Inc.	1,469,892		56,811
SanDisk Corp.	1,040,543		83,171
Seagate Technology LLC (d)	1,543,204		94,321
Western Digital Corp.	1,029,449		110,130
			4,481,674
TOTAL INFORMATION TECHNOLOGY			17,529,146
MATERIALS - 3.2%
Chemicals - 2.4%
Air Products & Chemicals, Inc.	907,043		141,626
Airgas, Inc.	317,054		37,165
CF Industries Holdings, Inc.	234,542		71,824
E.I. du Pont de Nemours & Co.	4,272,293		332,598
Eastman Chemical Co.	700,427		52,154
Ecolab, Inc.	1,273,766		147,171
FMC Corp.	628,467		39,851
International Flavors & Fragrances, Inc.	381,849		46,559
LyondellBasell Industries NV Class A	1,959,685		168,357
Monsanto Co.	2,282,806		274,918
PPG Industries, Inc.	647,176		152,332
Praxair, Inc.	1,374,065		175,743
Sherwin-Williams Co.	384,804		109,746
Sigma Aldrich Corp.	561,636		77,539
The Dow Chemical Co.	5,224,421		257,250
The Mosaic Co.	1,488,407		79,273
			2,164,106
Construction Materials - 0.1%
Martin Marietta Materials, Inc.	291,855		41,540
Vulcan Materials Co.	621,087		51,550
			93,090
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Containers & Packaging - 0.2%
Avery Dennison Corp.	429,617		$ 23,006
Ball Corp.	645,700		46,303
MeadWestvaco Corp.	786,210		41,716
Owens-Illinois, Inc. (a)	777,688		20,344
Sealed Air Corp.	995,787		46,931
			178,300
Metals & Mining - 0.4%
Alcoa, Inc.	5,559,131		82,220
Allegheny Technologies, Inc. (d)	512,623		17,255
Freeport-McMoRan, Inc.	4,900,305		105,994
Newmont Mining Corp.	2,352,239		61,934
Nucor Corp.	1,504,350		70,750
			338,153
Paper & Forest Products - 0.1%
International Paper Co.	1,997,693		112,690
TOTAL MATERIALS			2,886,339
TELECOMMUNICATION SERVICES - 2.3%
Diversified Telecommunication Services - 2.3%
AT&T, Inc.	24,461,019		845,373
CenturyLink, Inc.	2,691,346		101,894
Frontier Communications Corp.	4,725,645		37,711
Level 3 Communications, Inc. (a)	1,314,997		70,826
Verizon Communications, Inc.	19,569,398		967,707
Windstream Holdings, Inc. (d)	2,842,529		22,428
			2,045,939
UTILITIES - 3.0%
Electric Utilities - 1.7%
American Electric Power Co., Inc.	2,307,174		132,847
Duke Energy Corp. (d)	3,335,464		262,001
Edison International	1,536,470		98,718
Entergy Corp.	851,118		67,672
Eversource Energy	1,493,972		77,313
Exelon Corp.	4,053,092		137,481
FirstEnergy Corp.	1,984,389		69,414
NextEra Energy, Inc.	2,058,375		212,959
Pepco Holdings, Inc.	1,187,951		32,241
Pinnacle West Capital Corp.	520,864		33,377
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Electric Utilities - continued
PPL Corp.	3,136,367		$ 106,950
Southern Co.	4,243,366		194,304
Xcel Energy, Inc.	2,384,733		84,133
			1,509,410
Gas Utilities - 0.0%
AGL Resources, Inc.	563,887		27,692
Independent Power and Renewable Electricity Producers - 0.1%
NRG Energy, Inc.	1,594,464		38,235
The AES Corp.	3,093,596		40,124
			78,359
Multi-Utilities - 1.2%
Ameren Corp.	1,144,226		48,527
CenterPoint Energy, Inc.	2,026,846		42,138
CMS Energy Corp.	1,297,127		45,568
Consolidated Edison, Inc.	1,381,211		87,210
Dominion Resources, Inc.	2,753,624		198,509
DTE Energy Co.	834,659		68,467
Integrys Energy Group, Inc.	377,093		28,180
NiSource, Inc.	1,488,789		63,884
PG&E Corp.	2,240,435		120,379
Public Service Enterprise Group, Inc.	2,386,419		100,373
SCANA Corp.	672,242		38,284
Sempra Energy	1,090,020		117,940
TECO Energy, Inc.	1,106,769		21,726
Wisconsin Energy Corp. (d)	1,063,501		54,217
			1,035,402
TOTAL UTILITIES			2,650,863
TOTAL COMMON STOCKS (Cost $49,786,838)		88,016,970

U.S. Treasury Obligations - 0.1%
	Principal Amount (000s)
U.S. Treasury Bills, yield at date of purchase 0.05% to 0.08% 3/5/15 to 6/25/15 (e) (Cost $59,991)	$ 60,000	59,996

Money Market Funds - 3.2%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.13% (b)	678,814,800		$ 678,815
Fidelity Securities Lending Cash Central Fund, 0.13% (b)(c)	2,147,672,519		2,147,673
TOTAL MONEY MARKET FUNDS (Cost $2,826,488)		2,826,488
TOTAL INVESTMENT PORTFOLIO - 102.2% (Cost $52,673,317)			90,903,454
NET OTHER ASSETS (LIABILITIES) - (2.2)%			(1,965,818)
NET ASSETS - 100%		$ 88,937,636

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Equity Index Contracts
1,559 CME S&P 500 Index Contracts (United States)	March 2015	$ 819,566	$ 33,801
920 CME S&P 500 Index Contracts (United States)	March 2015	96,729	4,631
TOTAL EQUITY INDEX CONTRACTS		$ 916,295	$ 38,432

The face value of futures purchased as a percentage of net assets is 1.0%

Legend

(a) Non-income producing

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

(e) 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 $41,850,000.

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	$ 1,132
Fidelity Securities Lending Cash Central Fund	5,753
Total	$ 6,885

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 10,961,867	$ 10,961,867	$ -	$ -
Consumer Staples	8,624,977	8,624,977	-	-
Energy	7,160,920	7,160,920	-	-
Financials	14,094,563	14,094,563	-	-
Health Care	12,986,763	12,885,584	101,179	-
Industrials	9,075,593	9,075,593	-	-
Information Technology	17,529,146	17,529,146	-	-
Materials	2,886,339	2,886,339	-	-
Telecommunication Services	2,045,939	2,045,939	-	-
Utilities	2,650,863	2,650,863	-	-
U.S. Government and Government Agency Obligations	59,996	-	59,996	-
Money Market Funds	2,826,488	2,826,488	-	-
Total Investments in Securities:	$ 90,903,454	$ 90,742,279	$ 161,175	$ -
Derivative Instruments:
Assets
Futures Contracts	$ 38,432	$ 38,432	$ -	$ -

Value of Derivative Instruments

Primary Risk Exposure / Derivative Type	Value (000s)
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ 38,432	$ -
Total Value of Derivatives	$ 38,432	$ -

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	February 28, 2015

Assets
Investment in securities, at value (including securities loaned of $2,093,811) - See accompanying schedule: Unaffiliated issuers (cost $49,846,829)	$ 88,076,966
Fidelity Central Funds (cost $2,826,488)	2,826,488
Total Investments (cost $52,673,317)		$ 90,903,454
Cash		545
Receivable for investments sold		9,087
Receivable for fund shares sold		103,497
Dividends receivable		188,405
Distributions receivable from Fidelity Central Funds		710
Receivable from investment adviser for expense reductions		1,134
Other receivables		1,739
Total assets		91,208,571

Liabilities
Payable for investments purchased	$ 19,125
Payable for fund shares redeemed	94,712
Accrued management fee	1,819
Payable for daily variation margin for derivative instruments	3,053
Other affiliated payables	2,787
Other payables and accrued expenses	1,766
Collateral on securities loaned, at value	2,147,673
Total liabilities		2,270,935

Net Assets		$ 88,937,636
Net Assets consist of:
Paid in capital		$ 50,251,062
Undistributed net investment income		391,176
Accumulated undistributed net realized gain (loss) on investments		26,829
Net unrealized appreciation (depreciation) on investments		38,268,569
Net Assets		$ 88,937,636

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	February 28, 2015

Investor Class: Net Asset Value, offering price and redemption price per share ($7,315,376 ÷ 97,914 shares)		$ 74.71

Fidelity Advantage Class: Net Asset Value, offering price and redemption price per share ($49,784,287 ÷ 666,254 shares)		$ 74.72

Institutional Class: Net Asset Value, offering price and redemption price per share ($25,621,153 ÷ 342,870 shares)		$ 74.73

Fidelity Advantage Institutional Class: Net Asset Value, offering price and redemption price per share ($6,216,820 ÷ 83,194 shares)		$ 74.73

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended February 28, 2015

Investment Income
Dividends		$ 1,680,135
Interest		41
Income from Fidelity Central Funds		6,885
Total income		1,687,061

Expenses
Management fee	$ 19,563
Transfer agent fees	30,295
Independent trustees' compensation	314
Appreciation in deferred trustee compensation	1
Miscellaneous	115
Total expenses before reductions	50,288
Expense reductions	(12,010)	38,278
Net investment income (loss)		1,648,783
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	713,741
Futures contracts	154,668
Total net realized gain (loss)		868,409
Change in net unrealized appreciation (depreciation) on: Investment securities	8,880,699
Futures contracts	29,539
Total change in net unrealized appreciation (depreciation)		8,910,238
Net gain (loss)		9,778,647
Net increase (decrease) in net assets resulting from operations		$ 11,427,430

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended February 28, 2015	Year ended February 28, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 1,648,783	$ 1,260,943
Net realized gain (loss)	868,409	989,257
Change in net unrealized appreciation (depreciation)	8,910,238	11,659,023
Net increase (decrease) in net assets resulting from operations	11,427,430	13,909,223
Distributions to shareholders from net investment income	(1,488,079)	(1,221,746)
Distributions to shareholders from net realized gain	(181,095)	-
Total distributions	(1,669,174)	(1,221,746)
Share transactions - net increase (decrease)	8,551,256	4,624,796
Total increase (decrease) in net assets	18,309,512	17,312,273

Net Assets
Beginning of period	70,628,124	53,315,851
End of period (including undistributed net investment income of $391,176 and undistributed net investment income of $230,704, respectively)	$ 88,937,636	$ 70,628,124

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

Annual Report

Financial Highlights - Investor Class

Years ended February 28,	2015	2014	2013	2012^G	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 66.10	$ 53.81	$ 48.49	$ 47.09	$ 39.19
Income from Investment Operations
Net investment income (loss)^B	1.44	1.19	1.10	.89	.81
Net realized and unrealized gain (loss)	8.64	12.26	5.28	1.40	7.88
Total from investment operations	10.08	13.45	6.38	2.29	8.69
Distributions from net investment income	(1.31)	(1.16)	(1.06)	(.89)	(.79)
Distributions from net realized gain	(.16)	-	-	-	-
Total distributions	(1.47)	(1.16)	(1.06)	(.89)	(.79)
Net asset value, end of period	$ 74.71	$ 66.10	$ 53.81	$ 48.49	$ 47.09
Total Return^A	15.40%	25.27%	13.36%	5.04%	22.47%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.10%	.10%	.10%	.10%	.10%
Expenses net of fee waivers, if any	.10%^H	.10%^H	.10%^H	.10%	.10%
Expenses net of all reductions	.10%^H	.10%^H	.10%^H	.10%	.10%
Net investment income (loss)	2.06%	1.98%	2.21%	1.96%	1.94%
Supplemental Data
Net assets, end of period (in millions)	$ 7,315	$ 5,751	$ 4,705	$ 13,407	$ 27,881
Portfolio turnover rate^D	4%	4%	4%	5%^F	4%

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

^B Calculated based on average shares outstanding during the period.

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

^F The portfolio turnover rate does not include the assets acquired in the merger.

^G For the year ended February 29.

^H Amount represents .095%.

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

Annual Report

Financial Highlights - Fidelity Advantage Class

Years ended February 28,	2015	2014	2013	2012^G	2011
Selected Per-Share Data
Net asset value, beginning of period	$ 66.11	$ 53.82	$ 48.50	$ 47.10	$ 39.19
Income from Investment Operations
Net investment income (loss)^B	1.48	1.22	1.13	.90	.82
Net realized and unrealized gain (loss)	8.63	12.26	5.27	1.40	7.89
Total from investment operations	10.11	13.48	6.40	2.30	8.71
Distributions from net investment income	(1.34)	(1.19)	(1.08)	(.90)	(.80)
Distributions from net realized gain	(.16)	-	-	-	-
Total distributions	(1.50)	(1.19)	(1.08)	(.90)	(.80)
Net asset value, end of period	$ 74.72	$ 66.11	$ 53.82	$ 48.50	$ 47.10
Total Return^A	15.45%	25.32%	13.39%	5.07%	22.53%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.07%	.07%	.07%	.07%	.07%
Expenses net of fee waivers, if any	.05%	.05%	.06%	.07%	.07%
Expenses net of all reductions	.05%	.05%	.06%	.07%	.07%
Net investment income (loss)	2.11%	2.02%	2.25%	1.99%	1.97%
Supplemental Data
Net assets, end of period (in millions)	$ 49,784	$ 38,736	$ 28,996	$ 16,230	$ 15,595
Portfolio turnover rate^D	4%	4%	4%	5% ^F	4%

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

^B Calculated based on average shares outstanding during the period.

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

^F The portfolio turnover rate does not include the assets acquired in the merger.

^G For the year ended February 29.

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

Annual Report

Financial Highlights - Institutional Class

Years ended February 28,	2015	2014	2013	2012 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 66.11	$ 53.82	$ 48.50	$ 47.74
Income from Investment Operations
Net investment income (loss)^D	1.48	1.22	1.13	.79
Net realized and unrealized gain (loss)	8.64	12.26	5.28	.68
Total from investment operations	10.12	13.48	6.41	1.47
Distributions from net investment income	(1.35)	(1.19)	(1.09)	(.71)
Distributions from net realized gain	(.16)	-	-	-
Total distributions	(1.50)^J	(1.19)	(1.09)	(.71)
Net asset value, end of period	$ 74.73	$ 66.11	$ 53.82	$ 48.50
Total Return^{B, C}	15.47%	25.33%	13.42%	3.25%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.05%	.05%	.05%	.05%^A
Expenses net of fee waivers, if any	.04%	.04%	.04%	.05%^A
Expenses net of all reductions	.04%	.04%	.04%	.05%^A
Net investment income (loss)	2.12%	2.03%	2.27%	2.19%^A
Supplemental Data
Net assets, end of period (in millions)	$ 25,621	$ 22,636	$ 17,703	$ 14,629
Portfolio turnover rate^F	4%	4%	4%	5%^I