N-Q 1 hast.htm

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

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-215

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

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

Scott C. Goebel, Secretary

245 Summer St.

Boston, Massachusetts 02210
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-563-7000

Date of fiscal year end:

June 30

 

 

Date of reporting period:

September 30, 2013

Item 1. Schedule of Investments

Quarterly Holdings Report

for

Fidelity ® Growth Discovery Fund

September 30, 2013 

1.808775.109

CII-QTLY-1113

Investments September 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 94.1%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 21.8%

Automobiles - 4.8%

Brilliance China Automotive Holdings Ltd.

402,000

$ 603

Harley-Davidson, Inc.

444,394

28,548

Tesla Motors, Inc. (a)(d)

109,192

21,120

 

50,271

Diversified Consumer Services - 1.2%

Anhanguera Educacional Participacoes SA

596,800

3,571

H&R Block, Inc.

94,188

2,511

Kroton Educacional SA

413,500

5,879

 

11,961

Hotels, Restaurants & Leisure - 3.9%

Bloomin' Brands, Inc. (a)

34,100

805

Chipotle Mexican Grill, Inc. (a)

19,031

8,159

Dunkin' Brands Group, Inc.

133,069

6,023

Starbucks Corp.

219,726

16,912

Texas Roadhouse, Inc. Class A

83,878

2,204

Yum! Brands, Inc.

81,936

5,849

 

39,952

Household Durables - 0.8%

D.R. Horton, Inc.

55,464

1,078

Mohawk Industries, Inc. (a)

45,577

5,936

Toll Brothers, Inc. (a)

25,800

837

 

7,851

Internet & Catalog Retail - 1.7%

Amazon.com, Inc. (a)

47,468

14,840

TripAdvisor, Inc. (a)

36,683

2,782

 

17,622

Leisure Equipment & Products - 0.0%

NJOY, Inc. (a)(e)

56,145

454

Media - 2.6%

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

159,343

6,911

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

48,884

3,819

Lions Gate Entertainment Corp. (a)(d)

472,398

16,558

 

27,288

Multiline Retail - 0.4%

Dollarama, Inc.

44,390

3,607

Specialty Retail - 5.0%

CarMax, Inc. (a)

30,251

1,466

Chow Tai Fook Jewellery Group Ltd.

1,772,000

2,536

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Five Below, Inc. (a)

38,100

$ 1,667

Gap, Inc.

59,800

2,409

GNC Holdings, Inc.

161,844

8,842

Home Depot, Inc.

314,624

23,864

Lumber Liquidators Holdings, Inc. (a)

10,000

1,067

TJX Companies, Inc.

72,918

4,112

Ulta Salon, Cosmetics & Fragrance, Inc. (a)

23,388

2,794

Urban Outfitters, Inc. (a)

66,957

2,462

Williams-Sonoma, Inc.

20,230

1,137

 

52,356

Textiles, Apparel & Luxury Goods - 1.4%

ECLAT Textile Co. Ltd.

300,900

2,641

Michael Kors Holdings Ltd. (a)

71,200

5,306

NIKE, Inc. Class B

95,626

6,946

 

14,893

TOTAL CONSUMER DISCRETIONARY

226,255

CONSUMER STAPLES - 7.6%

Beverages - 1.3%

Monster Beverage Corp. (a)

31,153

1,628

Remy Cointreau SA

4,700

501

SABMiller PLC

108,424

5,518

The Coca-Cola Co.

165,498

6,269

 

13,916

Food & Staples Retailing - 1.3%

Costco Wholesale Corp.

48,100

5,537

Whole Foods Market, Inc.

128,930

7,542

 

13,079

Food Products - 3.6%

Biostime International Holdings Ltd.

155,000

1,172

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

316,372

23,832

Mead Johnson Nutrition Co. Class A

24,590

1,826

The Hershey Co.

109,297

10,110

 

36,940

Personal Products - 1.1%

Herbalife Ltd.

157,929

11,019

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Tobacco - 0.3%

Philip Morris International, Inc.

42,650

$ 3,693

TOTAL CONSUMER STAPLES

78,647

ENERGY - 4.9%

Energy Equipment & Services - 2.3%

Cameron International Corp. (a)

98,642

5,758

Dril-Quip, Inc. (a)

46,558

5,343

Frank's International NV

39,300

1,176

National Oilwell Varco, Inc.

63,439

4,955

Oceaneering International, Inc.

79,656

6,471

RigNet, Inc. (a)

8,106

294

 

23,997

Oil, Gas & Consumable Fuels - 2.6%

Bonanza Creek Energy, Inc. (a)

164,002

7,915

Cobalt International Energy, Inc. (a)

118,591

2,948

Continental Resources, Inc. (a)

26,926

2,888

Kosmos Energy Ltd. (a)

183,989

1,891

Markwest Energy Partners LP

54,460

3,934

Noble Energy, Inc.

50,600

3,391

Pioneer Natural Resources Co.

24,000

4,531

 

27,498

TOTAL ENERGY

51,495

FINANCIALS - 4.2%

Capital Markets - 2.0%

BlackRock, Inc. Class A

21,094

5,708

E*TRADE Financial Corp. (a)

185,280

3,057

Harvest Capital Credit Corp.

36,900

551

Invesco Ltd.

331,482

10,574

Virtus Investment Partners, Inc. (a)

4,715

767

 

20,657

Commercial Banks - 0.6%

First Republic Bank

39,500

1,842

HDFC Bank Ltd. sponsored ADR

144,971

4,462

 

6,304

Consumer Finance - 0.1%

Mahindra & Mahindra Financial Services Ltd.

136,100

560

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Diversified Financial Services - 0.7%

Berkshire Hathaway, Inc. Class B (a)

21,300

$ 2,418

McGraw-Hill Companies, Inc.

79,212

5,196

 

7,614

Real Estate Investment Trusts - 0.5%

American Tower Corp.

71,280

5,284

Real Estate Management & Development - 0.3%

Leopalace21 Corp. (a)

73,800

544

Realogy Holdings Corp.

60,881

2,619

 

3,163

TOTAL FINANCIALS

43,582

HEALTH CARE - 17.3%

Biotechnology - 10.5%

Acorda Therapeutics, Inc. (a)

31,467

1,079

Alexion Pharmaceuticals, Inc. (a)

40,094

4,657

Amgen, Inc.

81,314

9,102

Biogen Idec, Inc. (a)

70,579

16,993

BioMarin Pharmaceutical, Inc. (a)

154,974

11,192

Biovitrum AB (a)

350,226

3,488

Celgene Corp. (a)

41,517

6,391

Coronado Biosciences, Inc. (a)

21,713

152

Cytokinetics, Inc. (a)

80,116

608

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

288,420

73

Esperion Therapeutics, Inc. (d)

32,900

620

Gilead Sciences, Inc. (a)

398,560

25,046

Insmed, Inc. (a)

276,813

4,321

Kamada (a)

153,445

2,348

Ophthotech Corp.

26,845

798

Regeneron Pharmaceuticals, Inc. (a)

17,084

5,345

Theravance, Inc. (a)

297,051

12,146

Vanda Pharmaceuticals, Inc. (a)

102,242

1,122

Vertex Pharmaceuticals, Inc. (a)

50,234

3,809

 

109,290

Health Care Equipment & Supplies - 0.6%

AxoGen, Inc. (a)

74,066

329

GI Dynamics, Inc. CDI (a)

161,679

124

The Cooper Companies, Inc.

43,107

5,591

 

6,044

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Health Care Providers & Services - 1.2%

Apollo Hospitals Enterprise Ltd.

107,562

$ 1,598

BioScrip, Inc. (a)

11,548

101

Express Scripts Holding Co. (a)

134,580

8,314

Qualicorp SA (a)

219,800

2,008

 

12,021

Health Care Technology - 0.5%

Cerner Corp. (a)

104,160

5,474

Life Sciences Tools & Services - 0.7%

Illumina, Inc. (a)

86,626

7,002

Pharmaceuticals - 3.8%

Actavis, Inc.

59,582

8,580

Cadence Pharmaceuticals, Inc. (a)

208,678

1,317

Jazz Pharmaceuticals PLC (a)

37,500

3,449

Novo Nordisk A/S Series B

30,097

5,097

Pacira Pharmaceuticals, Inc. (a)

114,620

5,512

Perrigo Co.

43,100

5,318

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

102,651

10,703

 

39,976

TOTAL HEALTH CARE

179,807

INDUSTRIALS - 6.6%

Aerospace & Defense - 1.4%

United Technologies Corp.

137,112

14,783

Airlines - 0.2%

Ryanair Holdings PLC sponsored ADR

33,353

1,659

Building Products - 0.3%

A.O. Smith Corp.

61,344

2,773

Construction & Engineering - 0.2%

EMCOR Group, Inc.

56,442

2,209

Electrical Equipment - 1.7%

AMETEK, Inc.

98,645

4,540

Generac Holdings, Inc.

96,384

4,110

Hubbell, Inc. Class B

38,449

4,027

Roper Industries, Inc.

39,514

5,250

 

17,927

Industrial Conglomerates - 1.0%

Danaher Corp.

154,050

10,679

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Machinery - 0.6%

Graco, Inc.

11,716

$ 868

Haitian International Holdings Ltd.

61,000

140

Manitowoc Co., Inc.

219,854

4,305

Weg SA

83,600

1,018

 

6,331

Professional Services - 0.9%

Equifax, Inc.

50,242

3,007

Verisk Analytics, Inc. (a)

92,867

6,033

 

9,040

Trading Companies & Distributors - 0.3%

Beacon Roofing Supply, Inc. (a)

83,900

3,093

TOTAL INDUSTRIALS

68,494

INFORMATION TECHNOLOGY - 26.1%

Communications Equipment - 2.1%

QUALCOMM, Inc.

319,463

21,519

Computers & Peripherals - 2.2%

Apple, Inc.

46,818

22,320

Internet Software & Services - 10.3%

Cornerstone OnDemand, Inc. (a)

57,003

2,932

CoStar Group, Inc. (a)

17,554

2,947

Facebook, Inc. Class A (a)

1,114,991

56,011

Google, Inc. Class A (a)

33,050

28,949

LinkedIn Corp. (a)

11,240

2,766

MercadoLibre, Inc.

5,120

691

Rocket Fuel, Inc.

8,100

435

SciQuest, Inc. (a)

47,446

1,066

SPS Commerce, Inc. (a)

56,372

3,772

Textura Corp.

36,700

1,581

Xoom Corp.

16,800

534

Yahoo!, Inc. (a)

169,519

5,621

 

107,305

IT Services - 2.3%

FleetCor Technologies, Inc. (a)

54,900

6,048

Gartner, Inc. Class A (a)

17,500

1,050

Visa, Inc. Class A

87,624

16,745

 

23,843

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - 1.5%

ASML Holding NV

76,600

$ 7,565

Micron Technology, Inc. (a)

457,118

7,986

 

15,551

Software - 7.7%

ANSYS, Inc. (a)

1,222

106

Citrix Systems, Inc. (a)

30,302

2,140

Computer Modelling Group Ltd.

123,500

2,890

Diligent Board Member Services, Inc. (a)

144,301

683

Electronic Arts, Inc. (a)

235,034

6,005

FireEye, Inc.

26,285

1,092

FleetMatics Group PLC

64,500

2,422

Microsoft Corp.

857,300

28,557

salesforce.com, Inc. (a)

325,364

16,890

ServiceNow, Inc. (a)

25,100

1,304

SolarWinds, Inc. (a)

151,616

5,316

SS&C Technologies Holdings, Inc. (a)

181,120

6,901

Tableau Software, Inc.

23,800

1,696

Ultimate Software Group, Inc. (a)

2,500

369

VMware, Inc. Class A (a)

34,175

2,765

Workday, Inc. Class A

14,600

1,182

 

80,318

TOTAL INFORMATION TECHNOLOGY

270,856

MATERIALS - 3.9%

Chemicals - 2.4%

FMC Corp.

84,842

6,085

LyondellBasell Industries NV Class A

41,228

3,019

Monsanto Co.

91,242

9,523

Sherwin-Williams Co.

35,995

6,558

 

25,185

Construction Materials - 1.5%

Eagle Materials, Inc.

96,475

6,999

James Hardie Industries PLC sponsored ADR

47,327

2,338

Vulcan Materials Co.

121,704

6,305

 

15,642

TOTAL MATERIALS

40,827

Common Stocks - continued

Shares

Value (000s)

TELECOMMUNICATION SERVICES - 0.6%

Wireless Telecommunication Services - 0.6%

SBA Communications Corp. Class A (a)

78,540

$ 6,319

UTILITIES - 1.1%

Electric Utilities - 1.1%

ITC Holdings Corp.

119,431

11,210

TOTAL COMMON STOCKS

(Cost $727,871)


977,492

Convertible Preferred Stocks - 0.1%

 

 

 

 

CONSUMER DISCRETIONARY - 0.1%

Household Durables - 0.1%

Blu Homes, Inc. Series A, 5.00% (e)

(Cost $1,108)

239,736


1,108

Money Market Funds - 8.9%

 

 

 

 

Fidelity Cash Central Fund, 0.10% (b)

53,096,181

53,096

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

38,987,950

38,988

TOTAL MONEY MARKET FUNDS

(Cost $92,084)


92,084

TOTAL INVESTMENT PORTFOLIO - 103.1%

(Cost $821,063)

1,070,684

NET OTHER ASSETS (LIABILITIES) - (3.1)%

(31,833)

NET ASSETS - 100%

$ 1,038,851

Legend

(a) Non-income producing

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

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

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

(e) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $1,562,000 or 0.2% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Blu Homes, Inc. Series A, 5.00%

6/21/13

$ 1,108

NJOY, Inc.

9/11/13

$ 454

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

$ 7

Fidelity Securities Lending Cash Central Fund

37

Total

$ 44

Other Information

The following is a summary of the inputs used, as of September 30, 2013, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 227,363

$ 225,801

$ -

$ 1,562

Consumer Staples

78,647

78,647

-

-

Energy

51,495

51,495

-

-

Financials

43,582

43,038

544

-

Health Care

179,807

174,637

5,170

-

Industrials

68,494

68,494

-

-

Information Technology

270,856

270,856

-

-

Materials

40,827

40,827

-

-

Telecommunication Services

6,319

6,319

-

-

Utilities

11,210

11,210

-

-

Money Market Funds

92,084

92,084

-

-

Total Investments in Securities:

$ 1,070,684

$ 1,063,408

$ 5,714

$ 1,562

Income Tax Information

At September 30, 2013, the cost of investment securities for income tax purposes was $823,531,000. Net unrealized appreciation aggregated $247,153,000, of which $257,219,000 related to appreciated investment securities and $10,066,000 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows:

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

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

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

Quarterly Report

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

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

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Fifty

September 30, 2013 

1.808769.109

FIF-QTLY-1113

Investments September 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.7%

Shares

Value

CONSUMER DISCRETIONARY - 11.0%

Internet & Catalog Retail - 4.0%

Amazon.com, Inc. (a)

7,000

$ 2,188,480

Netflix, Inc. (a)

40,000

12,368,400

priceline.com, Inc. (a)

13,800

13,951,110

 

28,507,990

Media - 2.1%

CBS Corp. Class B

167,000

9,211,720

Twenty-First Century Fox, Inc. Class A

182,000

6,097,000

 

15,308,720

Specialty Retail - 2.5%

Cabela's, Inc. Class A (a)

71,800

4,525,554

TJX Companies, Inc.

240,500

13,561,795

 

18,087,349

Textiles, Apparel & Luxury Goods - 2.4%

PVH Corp.

145,000

17,210,050

TOTAL CONSUMER DISCRETIONARY

79,114,109

CONSUMER STAPLES - 2.2%

Food & Staples Retailing - 2.2%

Kroger Co.

382,400

15,426,016

ENERGY - 14.7%

Oil, Gas & Consumable Fuels - 14.7%

Cabot Oil & Gas Corp.

985,000

36,760,200

EOG Resources, Inc.

31,000

5,247,680

EQT Corp.

151,000

13,396,720

Noble Energy, Inc.

311,798

20,893,584

Pioneer Natural Resources Co.

155,500

29,358,400

 

105,656,584

FINANCIALS - 19.4%

Capital Markets - 4.9%

Ameriprise Financial, Inc.

183,200

16,685,856

Morgan Stanley

363,000

9,782,850

The Blackstone Group LP

367,000

9,134,630

 

35,603,336

Diversified Financial Services - 13.3%

Bank of America Corp.

2,421,200

33,412,560

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Diversified Financial Services - continued

Citigroup, Inc.

696,000

$ 33,762,960

McGraw-Hill Companies, Inc.

431,000

28,269,290

 

95,444,810

Insurance - 1.2%

American International Group, Inc.

175,000

8,510,250

TOTAL FINANCIALS

139,558,396

HEALTH CARE - 17.4%

Biotechnology - 11.3%

Amgen, Inc.

78,000

8,731,320

Biogen Idec, Inc. (a)

112,000

26,965,120

BioMarin Pharmaceutical, Inc. (a)

39,000

2,816,580

Gilead Sciences, Inc. (a)

382,000

24,004,880

Pharmacyclics, Inc. (a)

63,200

8,748,144

Regeneron Pharmaceuticals, Inc. (a)

14,000

4,380,180

Sarepta Therapeutics, Inc. (a)(d)

109,000

5,148,070

 

80,794,294

Health Care Equipment & Supplies - 3.0%

Boston Scientific Corp. (a)

400,000

4,696,000

The Cooper Companies, Inc.

126,327

16,383,349

Trinity Biotech PLC sponsored ADR

11,600

252,416

 

21,331,765

Life Sciences Tools & Services - 1.1%

Illumina, Inc. (a)

101,000

8,163,830

Pharmaceuticals - 2.0%

Warner Chilcott PLC

642,000

14,669,700

TOTAL HEALTH CARE

124,959,589

INDUSTRIALS - 6.9%

Electrical Equipment - 2.1%

Eaton Corp. PLC

222,300

15,303,132

Machinery - 4.5%

Cummins, Inc.

243,000

32,287,410

Road & Rail - 0.3%

Canadian Pacific Railway Ltd.

17,000

2,097,500

TOTAL INDUSTRIALS

49,688,042

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - 22.0%

Internet Software & Services - 7.9%

Baidu.com, Inc. sponsored ADR (a)

19,000

$ 2,948,420

Facebook, Inc. Class A (a)

338,000

16,981,120

Google, Inc. Class A (a)

23,000

20,145,930

Web.com Group, Inc. (a)

151,000

4,883,340

Yahoo!, Inc. (a)

354,000

11,738,640

 

56,697,450

IT Services - 7.6%

MasterCard, Inc. Class A

43,500

29,265,930

Visa, Inc. Class A

131,800

25,186,980

 

54,452,910

Semiconductors & Semiconductor Equipment - 1.3%

Avago Technologies Ltd.

212,000

9,141,440

Software - 5.2%

Guidewire Software, Inc. (a)

78,000

3,674,580

salesforce.com, Inc. (a)

78,992

4,100,475

ServiceNow, Inc. (a)

225,000

11,688,750

Workday, Inc. Class A

219,600

17,772,228

 

37,236,033

TOTAL INFORMATION TECHNOLOGY

157,527,833

MATERIALS - 6.1%

Chemicals - 6.1%

Eastman Chemical Co.

313,700

24,437,230

Ecolab, Inc.

194,000

19,159,440

 

43,596,670

TOTAL COMMON STOCKS

(Cost $609,150,301)


715,527,239

Money Market Funds - 0.9%

Shares

Value

Fidelity Cash Central Fund, 0.10% (b)

2,698,852

$ 2,698,852

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

3,901,175

3,901,175

TOTAL MONEY MARKET FUNDS

(Cost $6,600,027)


6,600,027

TOTAL INVESTMENT PORTFOLIO - 100.6%

(Cost $615,750,328)

722,127,266

NET OTHER ASSETS (LIABILITIES) - (0.6)%

(4,041,113)

NET ASSETS - 100%

$ 718,086,153

Legend

(a) Non-income producing

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

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

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

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 1,084

Fidelity Securities Lending Cash Central Fund

1,013

Total

$ 2,097

Other Information

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

Income Tax Information

At September 30, 2013, the cost of investment securities for income tax purposes was $616,536,535. Net unrealized appreciation aggregated $105,590,731, of which $107,203,186 related to appreciated investment securities and $1,612,455 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows:

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

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

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

Quarterly Report

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

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

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Mega Cap Stock Fund

September 30, 2013 

1.808770.109

GII-QTLY-1113

Investments September 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.8%

Shares

Value

CONSUMER DISCRETIONARY - 9.8%

Automobiles - 0.8%

Ford Motor Co.

1,322,300

$ 22,307,201

Hotels, Restaurants & Leisure - 0.9%

McDonald's Corp.

94,600

9,101,466

Yum! Brands, Inc.

187,700

13,399,903

 

22,501,369

Media - 4.3%

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

1,213,100

52,612,147

The Walt Disney Co.

214,000

13,800,860

Time Warner, Inc.

617,200

40,617,932

Twenty-First Century Fox, Inc. Class A

199,500

6,683,250

 

113,714,189

Multiline Retail - 1.8%

Target Corp.

767,900

49,130,242

Specialty Retail - 2.0%

Home Depot, Inc.

82,700

6,272,795

Lowe's Companies, Inc.

983,400

46,819,674

 

53,092,469

TOTAL CONSUMER DISCRETIONARY

260,745,470

CONSUMER STAPLES - 10.7%

Beverages - 2.6%

PepsiCo, Inc.

326,600

25,964,700

SABMiller PLC

129,800

6,605,538

The Coca-Cola Co.

1,021,200

38,683,056

 

71,253,294

Food & Staples Retailing - 2.5%

CVS Caremark Corp.

312,800

17,751,400

Sysco Corp.

123,700

3,937,371

Walgreen Co.

827,000

44,492,600

 

66,181,371

Food Products - 1.0%

Danone SA

126,000

9,484,344

Kellogg Co.

288,300

16,931,859

 

26,416,203

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Household Products - 2.7%

Kimberly-Clark Corp.

177,400

$ 16,714,628

Procter & Gamble Co.

735,000

55,558,650

 

72,273,278

Tobacco - 1.9%

British American Tobacco PLC sponsored ADR

354,600

37,286,190

Philip Morris International, Inc.

151,930

13,155,619

 

50,441,809

TOTAL CONSUMER STAPLES

286,565,955

ENERGY - 13.2%

Energy Equipment & Services - 2.2%

Halliburton Co.

451,142

21,722,487

National Oilwell Varco, Inc.

101,700

7,943,787

Schlumberger Ltd.

320,300

28,301,708

 

57,967,982

Oil, Gas & Consumable Fuels - 11.0%

Apache Corp.

336,905

28,684,092

BG Group PLC

531,800

10,163,291

Canadian Natural Resources Ltd.

725,200

22,789,888

Chevron Corp.

535,900

65,111,850

Exxon Mobil Corp.

385,971

33,208,945

Imperial Oil Ltd.

24,800

1,088,980

Occidental Petroleum Corp.

660,000

61,736,400

Royal Dutch Shell PLC Class A sponsored ADR (d)

288,174

18,927,268

Suncor Energy, Inc.

892,500

31,911,825

The Williams Companies, Inc.

566,900

20,612,484

 

294,235,023

TOTAL ENERGY

352,203,005

FINANCIALS - 19.4%

Capital Markets - 2.8%

Charles Schwab Corp.

1,129,700

23,881,858

Morgan Stanley

1,297,000

34,954,150

State Street Corp.

239,000

15,714,250

 

74,550,258

Commercial Banks - 4.6%

PNC Financial Services Group, Inc.

265,800

19,257,210

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Commercial Banks - continued

Standard Chartered PLC (United Kingdom)

513,167

$ 12,303,645

U.S. Bancorp

773,800

28,305,604

Wells Fargo & Co.

1,560,630

64,485,232

 

124,351,691

Diversified Financial Services - 8.9%

Bank of America Corp.

4,075,700

56,244,660

Citigroup, Inc.

1,435,970

69,658,905

JPMorgan Chase & Co.

2,189,900

113,195,931

 

239,099,496

Insurance - 3.1%

AFLAC, Inc.

104,700

6,490,353

AIA Group Ltd.

92,200

433,308

American International Group, Inc.

498,300

24,232,329

Marsh & McLennan Companies, Inc.

122,900

5,352,295

MetLife, Inc.

798,800

37,503,660

Prudential Financial, Inc.

97,900

7,634,242

 

81,646,187

TOTAL FINANCIALS

519,647,632

HEALTH CARE - 11.4%

Biotechnology - 0.9%

Amgen, Inc.

217,390

24,334,637

Health Care Equipment & Supplies - 0.8%

Abbott Laboratories

239,900

7,962,281

Baxter International, Inc.

37,300

2,450,237

Intuitive Surgical, Inc. (a)

11,500

4,327,105

Stryker Corp.

100,935

6,822,197

 

21,561,820

Health Care Providers & Services - 3.6%

Aetna, Inc.

240,200

15,377,604

Express Scripts Holding Co. (a)

187,900

11,608,462

McKesson Corp.

204,200

26,198,860

UnitedHealth Group, Inc.

397,200

28,443,492

WellPoint, Inc.

158,600

13,260,546

 

94,888,964

Life Sciences Tools & Services - 0.4%

Thermo Fisher Scientific, Inc.

106,700

9,832,405

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - 5.7%

AbbVie, Inc.

265,200

$ 11,862,396

GlaxoSmithKline PLC sponsored ADR

440,300

22,089,851

Johnson & Johnson

542,300

47,011,987

Merck & Co., Inc.

1,213,500

57,774,735

Novartis AG sponsored ADR

59,700

4,579,587

Sanofi SA

68,035

6,890,373

Teva Pharmaceutical Industries Ltd. sponsored ADR

64,400

2,433,032

 

152,641,961

TOTAL HEALTH CARE

303,259,787

INDUSTRIALS - 9.8%

Aerospace & Defense - 2.6%

Honeywell International, Inc.

137,900

11,451,216

Precision Castparts Corp.

21,200

4,817,488

The Boeing Co.

302,000

35,485,000

United Technologies Corp.

170,700

18,404,874

 

70,158,578

Air Freight & Logistics - 1.4%

United Parcel Service, Inc. Class B

397,200

36,292,164

Industrial Conglomerates - 3.9%

Danaher Corp.

178,500

12,373,620

General Electric Co.

3,699,100

88,371,499

Siemens AG sponsored ADR (d)

35,300

4,254,003

 

104,999,122

Road & Rail - 1.9%

CSX Corp.

1,007,100

25,922,754

Norfolk Southern Corp.

174,000

13,458,900

Union Pacific Corp.

71,800

11,153,412

 

50,535,066

TOTAL INDUSTRIALS

261,984,930

INFORMATION TECHNOLOGY - 21.3%

Communications Equipment - 3.1%

Cisco Systems, Inc.

2,182,500

51,114,150

QUALCOMM, Inc.

480,800

32,386,688

 

83,500,838

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 4.9%

Apple, Inc.

245,501

$ 117,042,598

EMC Corp.

565,600

14,456,736

 

131,499,334

Internet Software & Services - 2.7%

Google, Inc. Class A (a)

80,350

70,379,369

IT Services - 4.3%

Accenture PLC Class A

109,300

8,048,852

Cognizant Technology Solutions Corp. Class A (a)

280,300

23,018,236

IBM Corp.

101,400

18,777,252

MasterCard, Inc. Class A

53,100

35,724,618

Visa, Inc. Class A

157,100

30,021,810

 

115,590,768

Semiconductors & Semiconductor Equipment - 0.8%

Applied Materials, Inc.

363,300

6,372,282

Broadcom Corp. Class A

395,700

10,292,157

Intel Corp.

223,200

5,115,744

 

21,780,183

Software - 5.5%

Adobe Systems, Inc. (a)

263,100

13,665,414

Microsoft Corp.

2,662,900

88,701,199

Oracle Corp.

957,300

31,753,641

salesforce.com, Inc. (a)

132,400

6,872,884

VMware, Inc. Class A (a)

80,700

6,528,630

 

147,521,768

TOTAL INFORMATION TECHNOLOGY

570,272,260

MATERIALS - 2.4%

Chemicals - 2.0%

E.I. du Pont de Nemours & Co.

298,100

17,456,736

Monsanto Co.

203,600

21,249,732

Potash Corp. of Saskatchewan, Inc.

87,900

2,748,662

Syngenta AG (Switzerland)

29,382

12,008,629

 

53,463,759

Metals & Mining - 0.4%

Freeport-McMoRan Copper & Gold, Inc.

125,100

4,138,308

Common Stocks - continued

Shares

Value

MATERIALS - continued

Metals & Mining - continued

Grupo Mexico SA de CV Series B

943,800

$ 2,820,693

Southern Copper Corp.

162,100

4,415,604

 

11,374,605

TOTAL MATERIALS

64,838,364

TELECOMMUNICATION SERVICES - 1.8%

Diversified Telecommunication Services - 1.2%

Verizon Communications, Inc.

699,900

32,657,334

Wireless Telecommunication Services - 0.6%

Vodafone Group PLC sponsored ADR

449,500

15,813,410

TOTAL TELECOMMUNICATION SERVICES

48,470,744

TOTAL COMMON STOCKS

(Cost $2,173,613,277)


2,667,988,147

Convertible Preferred Stocks - 0.1%

 

 

 

 

INDUSTRIALS - 0.1%

Aerospace & Defense - 0.1%

United Technologies Corp. 7.50%

(Cost $1,631,819)

32,400


2,099,196

Money Market Funds - 0.0%

 

 

 

 

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)
(Cost $645,718)

645,718


645,718

TOTAL INVESTMENT PORTFOLIO - 99.9%

(Cost $2,175,890,814)

2,670,733,061

NET OTHER ASSETS (LIABILITIES) - 0.1%

1,859,578

NET ASSETS - 100%

$ 2,672,592,639

Legend

(a) Non-income producing

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

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

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

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 1,230

Fidelity Securities Lending Cash Central Fund

8,977

Total

$ 10,207

Other Information

The following is a summary of the inputs used, as of September 30, 2013, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 260,745,470

$ 260,745,470

$ -

$ -

Consumer Staples

286,565,955

286,565,955

-

-

Energy

352,203,005

352,203,005

-

-

Financials

519,647,632

519,647,632

-

-

Health Care

303,259,787

296,369,414

6,890,373

-

Industrials

264,084,126

264,084,126

-

-

Information Technology

570,272,260

570,272,260

-

-

Materials

64,838,364

52,829,735

12,008,629

-

Telecommunication Services

48,470,744

48,470,744

-

-

Money Market Funds

645,718

645,718

-

-

Total Investments in Securities:

$ 2,670,733,061

$ 2,651,834,059

$ 18,899,002

$ -

Income Tax Information

At September 30, 2013, the cost of investment securities for income tax purposes was $2,182,419,261. Net unrealized appreciation aggregated $488,313,800, of which $510,494,060 related to appreciated investment securities and $22,180,260 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows:

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

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

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

Quarterly Report

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

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

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Fund

September 30, 2013 

1.808776.109

FID-QTLY-1113

Investments September 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.0%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 15.1%

Automobiles - 1.1%

Ford Motor Co.

2,829,900

$ 47,740

Toyota Motor Corp. sponsored ADR (d)

130,000

16,644

 

64,384

Hotels, Restaurants & Leisure - 1.8%

Bloomin' Brands, Inc. (a)

308,300

7,279

Starbucks Corp.

1,195,098

91,987

 

99,266

Household Durables - 2.1%

D.R. Horton, Inc.

1,890,600

36,734

Ryland Group, Inc.

676,000

27,405

Sony Corp. sponsored ADR (d)

900,000

19,368

Whirlpool Corp.

234,100

34,282

 

117,789

Internet & Catalog Retail - 1.6%

Amazon.com, Inc. (a)

235,000

73,470

Rakuten, Inc.

1,000,000

15,180

 

88,650

Media - 4.2%

CBS Corp. Class B

650,000

35,854

Comcast Corp. Class A

1,907,000

86,101

The Walt Disney Co.

523,800

33,780

Time Warner, Inc.

700,000

46,067

Twenty-First Century Fox, Inc. Class B

1,050,000

35,070

 

236,872

Specialty Retail - 3.0%

Gap, Inc.

550,000

22,154

Home Depot, Inc.

1,164,800

88,350

TJX Companies, Inc.

1,068,900

60,275

 

170,779

Textiles, Apparel & Luxury Goods - 1.3%

Ralph Lauren Corp.

255,873

42,150

VF Corp.

150,000

29,858

 

72,008

TOTAL CONSUMER DISCRETIONARY

849,748

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - 8.6%

Beverages - 1.7%

Beam, Inc.

169,300

$ 10,945

The Coca-Cola Co.

2,198,500

83,279

 

94,224

Food & Staples Retailing - 3.4%

Costco Wholesale Corp.

400,000

46,048

CVS Caremark Corp.

1,746,700

99,125

Walgreen Co.

900,000

48,420

 

193,593

Food Products - 2.0%

Bunge Ltd.

688,800

52,287

Mondelez International, Inc.

725,000

22,780

The Hershey Co.

375,000

34,688

 

109,755

Household Products - 0.8%

Colgate-Palmolive Co.

210,800

12,500

Procter & Gamble Co.

400,000

30,236

 

42,736

Tobacco - 0.7%

Japan Tobacco, Inc.

1,174,000

42,322

TOTAL CONSUMER STAPLES

482,630

ENERGY - 7.8%

Energy Equipment & Services - 2.1%

Ensco PLC Class A

426,900

22,946

Halliburton Co.

725,000

34,909

National Oilwell Varco, Inc.

200,000

15,622

Noble Corp.

600,000

22,662

Seadrill Ltd.

525,000

23,667

 

119,806

Oil, Gas & Consumable Fuels - 5.7%

Anadarko Petroleum Corp.

1,078,350

100,276

Chevron Corp.

350,000

42,525

EOG Resources, Inc.

220,000

37,242

Marathon Oil Corp.

1,100,000

38,368

Occidental Petroleum Corp.

420,700

39,352

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Tesoro Logistics LP

377,633

$ 21,903

The Williams Companies, Inc.

1,047,000

38,069

 

317,735

TOTAL ENERGY

437,541

FINANCIALS - 19.2%

Capital Markets - 2.3%

Goldman Sachs Group, Inc.

137,700

21,786

Invesco Ltd.

900,000

28,710

Morgan Stanley

1,798,700

48,475

UBS AG (NY Shares)

1,341,000

27,517

 

126,488

Commercial Banks - 4.0%

M&T Bank Corp.

314,300

35,176

SunTrust Banks, Inc.

1,314,900

42,629

U.S. Bancorp

533,000

19,497

Wells Fargo & Co.

3,069,167

126,818

 

224,120

Consumer Finance - 2.3%

American Express Co.

917,092

69,259

Discover Financial Services

1,173,400

59,304

 

128,563

Diversified Financial Services - 8.3%

Bank of America Corp.

9,656,700

133,262

Berkshire Hathaway, Inc. Class B (a)

342,400

38,866

Citigroup, Inc.

3,152,510

152,928

JPMorgan Chase & Co.

2,107,000

108,911

McGraw-Hill Companies, Inc.

500,000

32,795

 

466,762

Insurance - 1.9%

American International Group, Inc.

2,155,000

104,798

Real Estate Investment Trusts - 0.3%

American Tower Corp.

266,300

19,741

Real Estate Management & Development - 0.1%

Altisource Residential Corp. Class B

231,489

5,320

TOTAL FINANCIALS

1,075,792

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - 12.4%

Biotechnology - 7.1%

Acorda Therapeutics, Inc. (a)

551,237

$ 18,896

Actelion Ltd.

125,000

8,874

Amgen, Inc.

1,074,700

120,302

Biogen Idec, Inc. (a)

434,600

104,634

BioMarin Pharmaceutical, Inc. (a)

381,400

27,545

Genmab A/S (a)

8,900

365

Gilead Sciences, Inc. (a)

1,214,800

76,338

Seattle Genetics, Inc. (a)

314,300

13,776

Theravance, Inc. (a)

646,233

26,424

 

397,154

Health Care Providers & Services - 0.9%

HCA Holdings, Inc.

350,000

14,963

Henry Schein, Inc. (a)

351,300

36,430

 

51,393

Pharmaceuticals - 4.4%

AbbVie, Inc.

1,000,000

44,730

Actavis, Inc.

325,000

46,800

AVANIR Pharmaceuticals Class A (a)

3,420,500

14,503

Johnson & Johnson

300,000

26,007

Mylan, Inc. (a)

750,000

28,628

Perrigo Co.

250,000

30,845

Pfizer, Inc.

1,529,400

43,909

Teva Pharmaceutical Industries Ltd. sponsored ADR

300,000

11,334

 

246,756

TOTAL HEALTH CARE

695,303

INDUSTRIALS - 13.1%

Aerospace & Defense - 4.4%

General Dynamics Corp.

200,000

17,504

Honeywell International, Inc.

1,279,200

106,225

Textron, Inc.

2,208,600

60,979

The Boeing Co.

550,000

64,625

 

249,333

Building Products - 1.2%

Armstrong World Industries, Inc. (a)

1,222,875

67,209

Electrical Equipment - 0.5%

Generac Holdings, Inc.

666,890

28,436

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Industrial Conglomerates - 2.5%

3M Co.

575,000

$ 68,661

Danaher Corp.

991,900

68,759

 

137,420

Machinery - 2.2%

Cummins, Inc.

539,000

71,617

Illinois Tool Works, Inc.

650,000

49,576

 

121,193

Professional Services - 0.7%

Towers Watson & Co.

350,000

37,436

Road & Rail - 1.6%

Union Pacific Corp.

593,300

92,163

TOTAL INDUSTRIALS

733,190

INFORMATION TECHNOLOGY - 15.5%

Communications Equipment - 1.5%

Cisco Systems, Inc.

3,500,000

81,970

Computers & Peripherals - 3.6%

Apple, Inc.

323,500

154,229

EMC Corp.

1,850,000

47,286

 

201,515

Electronic Equipment & Components - 1.6%

Amphenol Corp. Class A

1,172,738

90,746

Internet Software & Services - 4.0%

Facebook, Inc. Class A (a)

500,000

25,120

Google, Inc. Class A (a)

194,800

170,622

Yahoo!, Inc. (a)

850,000

28,186

 

223,928

IT Services - 1.9%

Fidelity National Information Services, Inc.

410,700

19,073

Visa, Inc. Class A

467,600

89,358

 

108,431

Semiconductors & Semiconductor Equipment - 1.1%

ASML Holding NV

202,427

19,992

NXP Semiconductors NV (a)

1,113,500

41,433

 

61,425

Software - 1.8%

Adobe Systems, Inc. (a)

850,000

44,149

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Software - continued

Check Point Software Technologies Ltd. (a)

350,000

$ 19,796

Microsoft Corp.

1,100,000

36,641

 

100,586

TOTAL INFORMATION TECHNOLOGY

868,601

MATERIALS - 5.8%

Chemicals - 3.0%

Celanese Corp. Class A

350,000

18,477

CF Industries Holdings, Inc.

75,000

15,812

Monsanto Co.

1,034,900

108,013

W.R. Grace & Co. (a)

298,100

26,054

 

168,356

Construction Materials - 2.8%

Martin Marietta Materials, Inc.

762,000

74,806

Vulcan Materials Co.

1,572,954

81,495

 

156,301

TOTAL MATERIALS

324,657

TELECOMMUNICATION SERVICES - 0.6%

Diversified Telecommunication Services - 0.1%

Verizon Communications, Inc.

151,300

7,060

Wireless Telecommunication Services - 0.5%

SoftBank Corp.

350,000

24,307

TOTAL TELECOMMUNICATION SERVICES

31,367

UTILITIES - 0.9%

Electric Utilities - 0.4%

Edison International

496,400

22,864

Multi-Utilities - 0.5%

Sempra Energy

343,200

29,378

TOTAL UTILITIES

52,242

TOTAL COMMON STOCKS

(Cost $4,494,156)


5,551,071

Money Market Funds - 0.7%

Shares

Value (000s)

Fidelity Cash Central Fund, 0.10% (b)

29,136,970

$ 29,137

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

14,034,875

14,035

TOTAL MONEY MARKET FUNDS

(Cost $43,172)


43,172

TOTAL INVESTMENT PORTFOLIO - 99.7%

(Cost $4,537,328)

5,594,243

NET OTHER ASSETS (LIABILITIES) - 0.3%

14,138

NET ASSETS - 100%

$ 5,608,381

Legend

(a) Non-income producing

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

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

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

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 21

Fidelity Securities Lending Cash Central Fund

288

Total

$ 309

Other Information

The following is a summary of the inputs used, as of September 30, 2013, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 849,748

$ 834,568

$ 15,180

$ -

Consumer Staples

482,630

440,308

42,322

-

Energy

437,541

437,541

-

-

Financials

1,075,792

1,075,792

-

-

Health Care

695,303

695,303

-

-

Industrials

733,190

733,190

-

-

Information Technology

868,601

868,601

-

-

Materials

324,657

324,657

-

-

Telecommunication Services

31,367

7,060

24,307

-

Utilities

52,242

52,242

-

-

Money Market Funds

43,172

43,172

-

-

Total Investments in Securities:

$ 5,594,243

$ 5,512,434

$ 81,809

$ -

Income Tax Information

At September 30, 2013, the cost of investment securities for income tax purposes was $4,568,351,000. Net unrealized appreciation aggregated $1,025,892,000, of which $1,057,646,000 related to appreciated investment securities and $31,754,000 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows:

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

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

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

Quarterly Report

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

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

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Series Growth
& Income Fund
(formerly Fidelity Series
Mega Cap Fund)

September 30, 2013 

1.951037.100

MHT-QTLY-1113

Investments September 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.9%

Shares

Value

CONSUMER DISCRETIONARY - 10.2%

Automobiles - 0.5%

Ford Motor Co.

643,010

$ 10,847,579

Distributors - 0.1%

LKQ Corp. (a)

91,100

2,902,446

Diversified Consumer Services - 0.3%

H&R Block, Inc.

259,575

6,920,270

Hotels, Restaurants & Leisure - 1.5%

Arcos Dorados Holdings, Inc. Class A

76,400

905,340

Darden Restaurants, Inc.

54,384

2,517,435

McDonald's Corp.

202,910

19,521,971

Wyndham Worldwide Corp.

20,000

1,219,400

Yum! Brands, Inc.

175,400

12,521,806

 

36,685,952

Internet & Catalog Retail - 0.0%

Expedia, Inc.

15,100

782,029

Leisure Equipment & Products - 0.3%

Mattel, Inc.

185,200

7,752,472

Media - 3.2%

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

989,200

42,901,604

Scripps Networks Interactive, Inc. Class A

30,589

2,389,307

Time Warner, Inc.

484,777

31,903,174

 

77,194,085

Multiline Retail - 1.9%

Kohl's Corp.

87,400

4,522,950

Target Corp.

671,641

42,971,591

 

47,494,541

Specialty Retail - 1.9%

American Eagle Outfitters, Inc.

129,900

1,817,301

H&M Hennes & Mauritz AB (B Shares)

73,578

3,195,360

Lowe's Companies, Inc.

792,900

37,749,969

Staples, Inc.

244,848

3,587,023

 

46,349,653

Textiles, Apparel & Luxury Goods - 0.5%

adidas AG

28,700

3,113,132

Coach, Inc.

52,100

2,841,013

Li & Fung Ltd.

3,416,000

4,968,151

 

10,922,296

TOTAL CONSUMER DISCRETIONARY

247,851,323

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - 11.3%

Beverages - 2.8%

C&C Group PLC

130,200

$ 702,979

Coca-Cola Enterprises, Inc.

21,600

868,536

Molson Coors Brewing Co. Class B

110,500

5,539,365

PepsiCo, Inc.

264,300

21,011,850

Remy Cointreau SA

31,500

3,356,766

SABMiller PLC

85,600

4,356,194

The Coca-Cola Co.

872,995

33,069,051

 

68,904,741

Food & Staples Retailing - 2.1%

CVS Caremark Corp.

211,700

12,013,975

Jeronimo Martins SGPS SA

48,700

1,000,116

Sysco Corp.

96,028

3,056,571

Walgreen Co.

666,095

35,835,911

 

51,906,573

Food Products - 1.1%

Danone SA

102,011

7,678,631

Kellogg Co.

272,773

16,019,958

Mead Johnson Nutrition Co. Class A

28,900

2,146,114

 

25,844,703

Household Products - 2.7%

Kimberly-Clark Corp.

192,571

18,144,040

Procter & Gamble Co.

620,700

46,918,713

Svenska Cellulosa AB (SCA) (B Shares)

19,100

481,460

 

65,544,213

Personal Products - 0.0%

Oriflame Cosmetics SA SDR

14,400

457,541

Tobacco - 2.6%

British American Tobacco PLC sponsored ADR

336,700

35,404,005

Lorillard, Inc.

489,138

21,903,600

Philip Morris International, Inc.

79,718

6,902,782

 

64,210,387

TOTAL CONSUMER STAPLES

276,868,158

ENERGY - 12.3%

Energy Equipment & Services - 1.3%

Ensco PLC Class A

104,600

5,622,250

Common Stocks - continued

Shares

Value

ENERGY - continued

Energy Equipment & Services - continued

Halliburton Co.

229,807

$ 11,065,207

Schlumberger Ltd.

158,107

13,970,335

 

30,657,792

Oil, Gas & Consumable Fuels - 11.0%

Access Midstream Partners LP

85,800

4,144,998

Apache Corp.

197,965

16,854,740

Atlas Pipeline Partners LP

220,300

8,547,640

BG Group PLC

370,200

7,074,935

BP PLC sponsored ADR

87,200

3,665,016

Canadian Natural Resources Ltd.

524,400

16,479,616

Chevron Corp.

512,000

62,208,000

ENI SpA (d)

109,800

2,524,102

Exxon Mobil Corp.

192,900

16,597,116

Imperial Oil Ltd.

39,200

1,721,291

Magellan Midstream Partners LP

10,400

586,872

Markwest Energy Partners LP

196,140

14,167,192

Occidental Petroleum Corp.

529,300

49,510,722

Peabody Energy Corp.

42,887

739,801

Royal Dutch Shell PLC Class A (United Kingdom)

552,635

18,217,909

Suncor Energy, Inc.

675,400

24,149,296

The Williams Companies, Inc.

562,100

20,437,956

Western Gas Partners LP

22,400

1,346,912

 

268,974,114

TOTAL ENERGY

299,631,906

FINANCIALS - 18.6%

Capital Markets - 3.5%

Ashmore Group PLC

412,500

2,606,409

Charles Schwab Corp.

1,112,921

23,527,150

Greenhill & Co., Inc.

24,204

1,207,296

KKR & Co. LP

470,700

9,687,006

Morgan Stanley

756,200

20,379,590

Northern Trust Corp.

200,025

10,879,360

State Street Corp.

197,661

12,996,211

UBS AG

167,909

3,441,369

 

84,724,391

Commercial Banks - 5.3%

BNP Paribas SA

44,300

2,996,563

Comerica, Inc.

267,300

10,507,563

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Commercial Banks - continued

Erste Group Bank AG

82,600

$ 2,610,373

Nordea Bank AB

198,800

2,397,342

PNC Financial Services Group, Inc.

273,812

19,837,679

Standard Chartered PLC (United Kingdom)

459,732

11,022,493

SunTrust Banks, Inc.

133,600

4,331,312

U.S. Bancorp

688,629

25,190,049

Wells Fargo & Co.

1,221,496

50,472,215

 

129,365,589

Consumer Finance - 0.2%

SLM Corp.

192,400

4,790,760

Diversified Financial Services - 7.4%

Bank of America Corp.

2,104,535

29,042,583

Citigroup, Inc.

1,015,483

49,261,080

JPMorgan Chase & Co.

1,755,025

90,717,234

KKR Financial Holdings LLC

694,074

7,169,784

NYSE Euronext

68,900

2,892,422

The NASDAQ Stock Market, Inc.

76,800

2,464,512

 

181,547,615

Insurance - 1.9%

AFLAC, Inc.

24,450

1,515,656

Arthur J. Gallagher & Co.

56,200

2,453,130

Genworth Financial, Inc. Class A (a)

285,700

3,654,103

Marsh & McLennan Companies, Inc.

78,007

3,397,205

MetLife, Inc.

613,692

28,812,839

MetLife, Inc. unit

121,200

3,474,804

Prudential Financial, Inc.

41,980

3,273,600

The Travelers Companies, Inc.

5,800

491,666

 

47,073,003

Real Estate Investment Trusts - 0.1%

BioMed Realty Trust, Inc.

84,986

1,579,890

Sun Communities, Inc.

19,448

828,874

 

2,408,764

Thrifts & Mortgage Finance - 0.2%

MGIC Investment Corp. (a)

393,900

2,867,592

Radian Group, Inc.

156,500

2,180,045

 

5,047,637

TOTAL FINANCIALS

454,957,759

Common Stocks - continued

Shares

Value

HEALTH CARE - 11.9%

Biotechnology - 0.8%

Amgen, Inc.

185,500

$ 20,764,870

Health Care Equipment & Supplies - 1.2%

Abbott Laboratories

112,849

3,745,458

Baxter International, Inc.

24,900

1,635,681

ResMed, Inc. (d)

28,228

1,491,003

St. Jude Medical, Inc.

185,985

9,976,235

Stryker Corp.

119,900

8,104,041

Zimmer Holdings, Inc.

69,300

5,692,302

 

30,644,720

Health Care Providers & Services - 3.2%

Aetna, Inc.

155,900

9,980,718

AmerisourceBergen Corp.

25,500

1,558,050

Fresenius Medical Care AG & Co. KGaA

35,440

2,304,132

McKesson Corp.

113,255

14,530,617

Patterson Companies, Inc.

41,334

1,661,627

Quest Diagnostics, Inc.

339,000

20,946,810

UnitedHealth Group, Inc.

238,242

17,060,510

WellPoint, Inc.

113,316

9,474,351

 

77,516,815

Health Care Technology - 0.2%

Quality Systems, Inc.

212,488

4,617,364

Life Sciences Tools & Services - 0.0%

Lonza Group AG

4,626

378,530

Pharmaceuticals - 6.5%

AbbVie, Inc.

341,308

15,266,707

AstraZeneca PLC sponsored ADR

118,700

6,164,091

GlaxoSmithKline PLC sponsored ADR

433,800

21,763,746

Johnson & Johnson

429,538

37,236,649

Merck & Co., Inc.

956,700

45,548,487

Novartis AG sponsored ADR

140,654

10,789,568

Pfizer, Inc.

171,308

4,918,253

Sanofi SA

95,421

9,663,942

Teva Pharmaceutical Industries Ltd. sponsored ADR

170,069

6,425,207

 

157,776,650

TOTAL HEALTH CARE

291,698,949

INDUSTRIALS - 11.4%

Aerospace & Defense - 2.2%

Honeywell International, Inc.

51,500

4,276,560

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Aerospace & Defense - continued

Rockwell Collins, Inc.

71,765

$ 4,869,973

The Boeing Co.

232,993

27,376,678

United Technologies Corp.

153,900

16,593,498

 

53,116,709

Air Freight & Logistics - 1.6%

C.H. Robinson Worldwide, Inc.

185,400

11,042,424

United Parcel Service, Inc. Class B

319,445

29,187,690

 

40,230,114

Building Products - 0.0%

Fagerhult AB

8,500

243,360

Commercial Services & Supplies - 0.3%

KAR Auction Services, Inc.

132,500

3,737,825

Ritchie Brothers Auctioneers, Inc.

132,800

2,673,921

 

6,411,746

Electrical Equipment - 0.5%

Hubbell, Inc. Class B

99,200

10,390,208

Zumtobel AG

73,000

1,175,221

 

11,565,429

Industrial Conglomerates - 3.1%

General Electric Co.

2,996,231

71,579,959

Siemens AG sponsored ADR

25,500

3,073,005

 

74,652,964

Machinery - 0.9%

Andritz AG

30,500

1,793,037

Douglas Dynamics, Inc.

313,600

4,619,328

Ingersoll-Rand PLC

144,442

9,380,063

ITT Corp.

118,100

4,245,695

Pfeiffer Vacuum Technology AG

12,900

1,579,385

Xylem, Inc.

52,489

1,466,018

 

23,083,526

Professional Services - 0.5%

Acacia Research Corp.

141,425

3,261,261

Amadeus Fire AG

17,116

1,114,932

Bureau Veritas SA

117,600

3,706,917

Dun & Bradstreet Corp.

19,568

2,032,137

Michael Page International PLC

390,200

3,109,833

 

13,225,080

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Road & Rail - 1.5%

CSX Corp.

850,428

$ 21,890,017

J.B. Hunt Transport Services, Inc.

80,300

5,856,279

Norfolk Southern Corp.

117,334

9,075,785

 

36,822,081

Trading Companies & Distributors - 0.8%

Beacon Roofing Supply, Inc. (a)

36,766

1,355,562

Beijer (G&L) AG Series B

35,840

666,420

Brenntag AG

6,200

1,032,103

MSC Industrial Direct Co., Inc. Class A

91,807

7,468,499

W.W. Grainger, Inc.

30,300

7,929,813

Watsco, Inc.

12,100

1,140,667

 

19,593,064

TOTAL INDUSTRIALS

278,944,073

INFORMATION TECHNOLOGY - 17.9%

Communications Equipment - 2.3%

Cisco Systems, Inc.

1,546,300

36,214,346

QUALCOMM, Inc.

308,600

20,787,296

 

57,001,642

Computers & Peripherals - 3.8%

Apple, Inc.

183,137

87,310,565

EMC Corp.

200,054

5,113,380

 

92,423,945

Internet Software & Services - 1.7%

Google, Inc. Class A (a)

49,105

43,011,561

IT Services - 5.6%

Accenture PLC Class A

47,200

3,475,808

Cognizant Technology Solutions Corp. Class A (a)

144,902

11,899,352

Fidelity National Information Services, Inc.

184,700

8,577,468

IBM Corp.

41,800

7,740,524

MasterCard, Inc. Class A

36,900

24,825,582

Paychex, Inc.

1,052,954

42,792,051

The Western Union Co.

726,500

13,556,490

Visa, Inc. Class A

124,500

23,791,950

 

136,659,225

Semiconductors & Semiconductor Equipment - 1.4%

Altera Corp.

211,647

7,864,803

Analog Devices, Inc.

116,600

5,486,030

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Applied Materials, Inc.

802,300

$ 14,072,342

Broadcom Corp. Class A

143,156

3,723,488

Maxim Integrated Products, Inc.

93,100

2,774,380

 

33,921,043

Software - 3.1%

Dassault Systemes SA

1,900

253,649

Microsoft Corp.

1,986,391

66,166,684

Oracle Corp.

263,162

8,729,084

 

75,149,417

TOTAL INFORMATION TECHNOLOGY

438,166,833

MATERIALS - 2.2%

Chemicals - 1.9%

Airgas, Inc.

64,400

6,829,620

E.I. du Pont de Nemours & Co.

131,070

7,675,459

FMC Corp.

67,102

4,812,555

Monsanto Co.

142,190

14,840,370

Potash Corp. of Saskatchewan, Inc.

64,800

2,026,317

Syngenta AG (Switzerland)

24,070

9,837,578

Tronox Ltd. Class A

20,200

494,294

 

46,516,193

Metals & Mining - 0.3%

Freeport-McMoRan Copper & Gold, Inc.

52,800

1,746,624

Grupo Mexico SA de CV Series B

599,600

1,791,998

Southern Copper Corp.

136,930

3,729,973

 

7,268,595

TOTAL MATERIALS

53,784,788

TELECOMMUNICATION SERVICES - 2.1%

Diversified Telecommunication Services - 1.3%

CenturyLink, Inc.

76,600

2,403,708

Verizon Communications, Inc.

634,890

29,623,967

 

32,027,675

Wireless Telecommunication Services - 0.8%

Vodafone Group PLC sponsored ADR

517,900

18,219,722

TOTAL TELECOMMUNICATION SERVICES

50,247,397

Common Stocks - continued

Shares

Value

UTILITIES - 1.0%

Electric Utilities - 0.7%

Ceske Energeticke Zavody A/S

25,200

$ 651,657

Duke Energy Corp.

51,200

3,419,136

EDF SA

68,600

2,169,793

Hawaiian Electric Industries, Inc.

147,200

3,694,720

ITC Holdings Corp.

25,500

2,393,430

Northeast Utilities

35,600

1,468,500

PPL Corp.

83,300

2,530,654

 

16,327,890

Multi-Utilities - 0.3%

E.ON AG

104,041

1,850,887

National Grid PLC

36,600

432,341

PG&E Corp.

44,400

1,816,848

Sempra Energy

53,600

4,588,160

 

8,688,236

TOTAL UTILITIES

25,016,126

TOTAL COMMON STOCKS

(Cost $2,158,532,447)


2,417,167,312

Convertible Preferred Stocks - 0.2%

 

 

 

 

HEALTH CARE - 0.1%

Health Care Equipment & Supplies - 0.1%

Alere, Inc. 3.00%

12,040

3,124,380

INDUSTRIALS - 0.1%

Aerospace & Defense - 0.1%

United Technologies Corp. 7.50%

36,800

2,384,272

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $5,231,952)


5,508,652

Convertible Bonds - 0.1%

 

Principal Amount

 

ENERGY - 0.1%

Oil, Gas & Consumable Fuels - 0.1%

Peabody Energy Corp. 4.75% 12/15/41

$ 1,980,000

1,588,950

Convertible Bonds - continued

 

Principal Amount

Value

HEALTH CARE - 0.0%

Health Care Equipment & Supplies - 0.0%

Volcano Corp. 1.75% 12/1/17

$ 1,210,000

$ 1,253,923

TOTAL CONVERTIBLE BONDS

(Cost $2,723,274)


2,842,873

U.S. Treasury Obligations - 0.1%

 

U.S. Treasury Bills, yield at date of purchase 0.05% 11/7/13
(Cost $1,459,932)

1,460,000


1,459,962

Money Market Funds - 1.0%

Shares

 

Fidelity Cash Central Fund, 0.10% (b)

20,797,637

20,797,637

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

3,917,700

3,917,700

TOTAL MONEY MARKET FUNDS

(Cost $24,715,337)


24,715,337

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $2,192,662,942)

2,451,694,136

NET OTHER ASSETS (LIABILITIES) - (0.3)%

(7,666,048)

NET ASSETS - 100%

$ 2,444,028,088

Legend

(a) Non-income producing

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

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

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

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 6,291

Fidelity Securities Lending Cash Central Fund

14,577

Total

$ 20,868

Other Information

The following is a summary of the inputs used, as of September 30, 2013, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 247,851,323

$ 247,851,323

$ -

$ -

Consumer Staples

276,868,158

276,868,158

-

-

Energy

299,631,906

278,889,895

20,742,011

-

Financials

454,957,759

448,041,586

6,916,173

-

Health Care

294,823,329

282,855,255

11,968,074

-

Industrials

281,328,345

281,328,345

-

-

Information Technology

438,166,833

438,166,833

-

-

Materials

53,784,788

43,947,210

9,837,578

-

Telecommunication Services

50,247,397

50,247,397

-

-

Utilities

25,016,126

24,583,785

432,341

-

Corporate Bonds

2,842,873

-

2,842,873

-

U.S. Government and Government Agency Obligations

1,459,962

-

1,459,962

-

Money Market Funds

24,715,337

24,715,337

-

-

Total Investments in Securities:

$ 2,451,694,136

$ 2,397,495,124

$ 54,199,012

$ -

Income Tax Information

At September 30, 2013, the cost of investment securities for income tax purposes was $2,194,257,058. Net unrealized appreciation aggregated $257,437,078, of which $281,646,859 related to appreciated investment securities and $24,209,781 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the 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 is responsible for approving and reporting to the Board all fair value determinations. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows:

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

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. For corporate bonds and U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as 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.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy. Short-term securities with remaining maturities of sixty days or less may be valued at amortized cost, which approximates fair value, and are categorized as Level 2 in the hierarchy.

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

Subsequent Event

Effective after the close of business on November 8, 2013, certain investment companies managed by FMR or its affiliates (Investing Funds) completed exchanges in-kind with the Fund. The Investing Funds delivered securities and other assets, including accrued interest, valued at $2,210,665,953 in exchange for 175,851,233 shares of the Fund. The Fund recognized no gain or loss for federal income tax purposes.

Quarterly Report

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

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

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor®
Series Growth & Income Fund
(formerly Fidelity Advisor
Series Mega Cap Fund)

September 30, 2013 

1.950946.100

AMHTI-QTLY-1113

Investments September 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.0%

Shares

Value

CONSUMER DISCRETIONARY - 10.1%

Automobiles - 0.5%

Ford Motor Co.

198,766

$ 3,353,182

Distributors - 0.1%

LKQ Corp. (a)

28,100

895,266

Diversified Consumer Services - 0.3%

H&R Block, Inc.

80,300

2,140,798

Hotels, Restaurants & Leisure - 1.5%

Arcos Dorados Holdings, Inc. Class A

23,620

279,897

Darden Restaurants, Inc.

16,864

780,635

McDonald's Corp.

62,760

6,038,140

Wyndham Worldwide Corp.

6,200

378,014

Yum! Brands, Inc.

53,940

3,850,777

 

11,327,463

Internet & Catalog Retail - 0.0%

Expedia, Inc.

4,800

248,592

Leisure Equipment & Products - 0.3%

Mattel, Inc.

57,290

2,398,159

Media - 3.1%

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

300,690

13,040,925

Scripps Networks Interactive, Inc. Class A

9,425

736,187

Time Warner, Inc.

149,303

9,825,630

 

23,602,742

Multiline Retail - 1.9%

Kohl's Corp.

26,930

1,393,628

Target Corp.

206,978

13,242,452

 

14,636,080

Specialty Retail - 1.9%

American Eagle Outfitters, Inc.

36,200

506,438

H&M Hennes & Mauritz AB (B Shares)

22,800

990,163

Lowe's Companies, Inc.

244,800

11,654,928

Staples, Inc.

75,544

1,106,720

 

14,258,249

Textiles, Apparel & Luxury Goods - 0.5%

adidas AG

8,800

954,549

Coach, Inc.

16,100

877,933

Li & Fung Ltd.

1,064,000

1,547,457

 

3,379,939

TOTAL CONSUMER DISCRETIONARY

76,240,470

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - 11.2%

Beverages - 2.8%

C&C Group PLC

42,000

$ 226,767

Coca-Cola Enterprises, Inc.

2,500

100,525

Molson Coors Brewing Co. Class B

34,050

1,706,927

PepsiCo, Inc.

81,260

6,460,170

Remy Cointreau SA

10,000

1,065,640

SABMiller PLC

25,725

1,309,148

The Coca-Cola Co.

267,665

10,139,150

 

21,008,327

Food & Staples Retailing - 2.1%

CVS Caremark Corp.

65,120

3,695,560

Jeronimo Martins SGPS SA

9,600

197,148

Sysco Corp.

29,463

937,807

Walgreen Co.

205,273

11,043,687

 

15,874,202

Food Products - 1.0%

Danone SA

31,389

2,362,731

Kellogg Co.

81,800

4,804,114

Mead Johnson Nutrition Co. Class A

8,900

660,914

 

7,827,759

Household Products - 2.7%

Kimberly-Clark Corp.

59,399

5,596,574

Procter & Gamble Co.

191,290

14,459,611

Svenska Cellulosa AB (SCA) (B Shares)

5,909

148,950

 

20,205,135

Personal Products - 0.0%

Oriflame Cosmetics SA SDR

4,600

146,159

Tobacco - 2.6%

British American Tobacco PLC sponsored ADR

103,435

10,876,190

Lorillard, Inc.

150,364

6,733,300

Philip Morris International, Inc.

24,459

2,117,905

 

19,727,395

TOTAL CONSUMER STAPLES

84,788,977

ENERGY - 12.2%

Energy Equipment & Services - 1.3%

Ensco PLC Class A

32,240

1,732,900

Common Stocks - continued

Shares

Value

ENERGY - continued

Energy Equipment & Services - continued

Halliburton Co.

70,824

$ 3,410,176

Schlumberger Ltd.

48,493

4,284,841

 

9,427,917

Oil, Gas & Consumable Fuels - 10.9%

Access Midstream Partners LP

25,800

1,246,398

Apache Corp.

55,530

4,727,824

Atlas Pipeline Partners LP

67,025

2,600,570

BG Group PLC

110,510

2,111,969

BP PLC sponsored ADR

26,970

1,133,549

Canadian Natural Resources Ltd.

162,050

5,092,528

Chevron Corp.

158,560

19,265,040

ENI SpA (d)

33,800

777,000

Exxon Mobil Corp.

59,660

5,133,146

Imperial Oil Ltd.

12,100

531,317

Magellan Midstream Partners LP

3,300

186,219

Markwest Energy Partners LP

60,043

4,336,906

Occidental Petroleum Corp.

162,940

15,241,408

Peabody Energy Corp.

13,700

236,325

Royal Dutch Shell PLC Class A (United Kingdom)

170,871

5,632,854

Suncor Energy, Inc.

204,260

7,303,428

The Williams Companies, Inc.

172,690

6,279,008

Western Gas Partners LP

6,900

414,897

 

82,250,386

TOTAL ENERGY

91,678,303

FINANCIALS - 18.8%

Capital Markets - 3.5%

Ashmore Group PLC

127,400

804,985

Charles Schwab Corp.

342,080

7,231,571

Greenhill & Co., Inc.

7,500

374,100

KKR & Co. LP

145,510

2,994,596

Morgan Stanley

233,840

6,301,988

Northern Trust Corp.

59,320

3,226,415

State Street Corp.

61,148

4,020,481

UBS AG

52,651

1,079,105

 

26,033,241

Commercial Banks - 5.3%

BNP Paribas SA

10,700

723,775

Comerica, Inc.

82,080

3,226,565

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Commercial Banks - continued

Erste Group Bank AG

25,500

$ 805,866

Nordea Bank AB

61,600

742,838

PNC Financial Services Group, Inc.

83,598

6,056,675

Standard Chartered PLC (United Kingdom)

142,106

3,407,121

SunTrust Banks, Inc.

41,200

1,335,704

U.S. Bancorp

212,221

7,763,044

Wells Fargo & Co.

377,697

15,606,440

 

39,668,028

Consumer Finance - 0.2%

SLM Corp.

59,280

1,476,072

Diversified Financial Services - 7.4%

Bank of America Corp.

648,935

8,955,303

Citigroup, Inc.

313,897

15,227,143

JPMorgan Chase & Co.

542,455

28,039,501

KKR Financial Holdings LLC

219,016

2,262,435

NYSE Euronext

21,200

889,976

The NASDAQ Stock Market, Inc.

23,700

760,533

 

56,134,891

Insurance - 1.8%

AFLAC, Inc.

7,530

466,785

Arthur J. Gallagher & Co.

17,320

756,018

Genworth Financial, Inc. Class A (a)

16,600

212,314

Marsh & McLennan Companies, Inc.

24,139

1,051,253

MetLife, Inc.

189,689

8,905,899

MetLife, Inc. unit

39,100

1,120,997

Prudential Financial, Inc.

13,260

1,034,015

The Travelers Companies, Inc.

1,800

152,586

 

13,699,867

Real Estate Investment Trusts - 0.3%

BioMed Realty Trust, Inc.

26,760

497,468

Sun Communities, Inc.

47,500

2,024,450

 

2,521,918

Thrifts & Mortgage Finance - 0.3%

MGIC Investment Corp. (a)

14,600

106,288

Radian Group, Inc.

149,665

2,084,833

 

2,191,121

TOTAL FINANCIALS

141,725,138

Common Stocks - continued

Shares

Value

HEALTH CARE - 12.1%

Biotechnology - 0.8%

Amgen, Inc.

56,370

$ 6,310,058

Health Care Equipment & Supplies - 1.2%

Abbott Laboratories

35,051

1,163,343

Baxter International, Inc.

7,700

505,813

ResMed, Inc. (d)

8,872

468,619

St. Jude Medical, Inc.

57,150

3,065,526

Stryker Corp.

37,120

2,508,941

Zimmer Holdings, Inc.

21,300

1,749,582

 

9,461,824

Health Care Providers & Services - 3.2%

Aetna, Inc.

48,140

3,081,923

AmerisourceBergen Corp.

8,100

494,910

Fresenius Medical Care AG & Co. KGaA

10,900

708,664

McKesson Corp.

35,005

4,491,142

Patterson Companies, Inc.

12,825

515,565

Quest Diagnostics, Inc.

104,400

6,450,876

UnitedHealth Group, Inc.

72,678

5,204,472

WellPoint, Inc.

34,946

2,921,835

 

23,869,387

Health Care Technology - 0.2%

Quality Systems, Inc.

65,700

1,427,661

Life Sciences Tools & Services - 0.2%

Lonza Group AG

18,034

1,475,663

Pharmaceuticals - 6.5%

AbbVie, Inc.

105,479

4,718,076

AstraZeneca PLC sponsored ADR

36,820

1,912,063

GlaxoSmithKline PLC sponsored ADR

134,079

6,726,743

Johnson & Johnson

132,756

11,508,618

Merck & Co., Inc.

293,640

13,980,200

Novartis AG sponsored ADR

43,420

3,330,748

Pfizer, Inc.

53,022

1,522,262

Sanofi SA

29,255

2,962,855

Teva Pharmaceutical Industries Ltd. sponsored ADR

52,600

1,987,228

 

48,648,793

TOTAL HEALTH CARE

91,193,386

INDUSTRIALS - 11.4%

Aerospace & Defense - 2.2%

Honeywell International, Inc.

15,900

1,320,336

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Aerospace & Defense - continued

Rockwell Collins, Inc.

22,228

$ 1,508,392

The Boeing Co.

71,927

8,451,423

United Technologies Corp.

47,310

5,100,964

 

16,381,115

Air Freight & Logistics - 1.6%

C.H. Robinson Worldwide, Inc.

56,140

3,343,698

United Parcel Service, Inc. Class B

98,800

9,027,356

 

12,371,054

Building Products - 0.0%

Fagerhult AB

2,800

80,166

Commercial Services & Supplies - 0.3%

KAR Auction Services, Inc.

40,900

1,153,789

Ritchie Brothers Auctioneers, Inc.

41,000

825,533

 

1,979,322

Electrical Equipment - 0.4%

Hubbell, Inc. Class B

28,300

2,964,142

Zumtobel AG

23,000

370,275

 

3,334,417

Industrial Conglomerates - 3.1%

General Electric Co.

920,388

21,988,069

Siemens AG sponsored ADR

7,900

952,029

 

22,940,098

Machinery - 1.0%

Andritz AG

7,600

446,790

Douglas Dynamics, Inc.

100,200

1,475,946

Ingersoll-Rand PLC

44,630

2,898,272

ITT Corp.

36,780

1,322,241

Pfeiffer Vacuum Technology AG

4,300

526,462

Xylem, Inc.

16,655

465,174

 

7,134,885

Professional Services - 0.5%

Acacia Research Corp.

44,900

1,035,394

Amadeus Fire AG

5,278

343,807

Bureau Veritas SA

35,100

1,106,401

Dun & Bradstreet Corp.

6,100

633,485

Michael Page International PLC

120,600

961,163

 

4,080,250

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Road & Rail - 1.5%

CSX Corp.

262,782

$ 6,764,009

J.B. Hunt Transport Services, Inc.

24,400

1,779,492

Norfolk Southern Corp.

36,316

2,809,043

 

11,352,544

Trading Companies & Distributors - 0.8%

Beacon Roofing Supply, Inc. (a)

10,327

380,756

Beijer (G&L) AG Series B

11,416

212,273

Brenntag AG

2,000

332,936

MSC Industrial Direct Co., Inc. Class A

27,443

2,232,488

W.W. Grainger, Inc.

9,300

2,433,903

Watsco, Inc.

3,600

339,372

 

5,931,728

TOTAL INDUSTRIALS

85,585,579

INFORMATION TECHNOLOGY - 17.9%

Communications Equipment - 2.3%

Cisco Systems, Inc.

476,520

11,160,098

QUALCOMM, Inc.

94,840

6,388,422

 

17,548,520

Computers & Peripherals - 3.8%

Apple, Inc.

56,309

26,845,316

EMC Corp.

62,006

1,584,873

 

28,430,189

Internet Software & Services - 1.8%

Google, Inc. Class A (a)

15,184

13,299,817

IT Services - 5.6%

Accenture PLC Class A

14,550

1,071,462

Cognizant Technology Solutions Corp. Class A (a)

44,558

3,659,103

Fidelity National Information Services, Inc.

57,061

2,649,913

IBM Corp.

12,860

2,381,415

MasterCard, Inc. Class A

11,311

7,609,815

Paychex, Inc.

325,466

13,226,938

The Western Union Co.

218,490

4,077,023

Visa, Inc. Class A

38,460

7,349,706

 

42,025,375

Semiconductors & Semiconductor Equipment - 1.4%

Altera Corp.

65,370

2,429,149

Analog Devices, Inc.

35,800

1,684,390

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Applied Materials, Inc.

248,020

$ 4,350,271

Broadcom Corp. Class A

44,193

1,149,460

Maxim Integrated Products, Inc.

27,300

813,540

 

10,426,810

Software - 3.0%

Dassault Systemes SA

600

80,100

Microsoft Corp.

609,870

20,314,770

Oracle Corp.

80,838

2,681,396

 

23,076,266

TOTAL INFORMATION TECHNOLOGY

134,806,977

MATERIALS - 2.2%

Chemicals - 1.9%

Airgas, Inc.

19,810

2,100,851

E.I. du Pont de Nemours & Co.

40,440

2,368,166

FMC Corp.

20,700

1,484,604

Monsanto Co.

43,345

4,523,918

Potash Corp. of Saskatchewan, Inc.

19,970

624,468

Syngenta AG (Switzerland)

7,389

3,019,936

Tronox Ltd. Class A

6,400

156,608

 

14,278,551

Metals & Mining - 0.3%

Freeport-McMoRan Copper & Gold, Inc.

16,270

538,212

Grupo Mexico SA de CV Series B

174,100

520,325

Southern Copper Corp.

39,657

1,080,257

 

2,138,794

TOTAL MATERIALS

16,417,345

TELECOMMUNICATION SERVICES - 2.1%

Diversified Telecommunication Services - 1.3%

CenturyLink, Inc.

23,600

740,568

Verizon Communications, Inc.

196,280

9,158,425

 

9,898,993

Wireless Telecommunication Services - 0.8%

Vodafone Group PLC sponsored ADR

160,080

5,631,614

TOTAL TELECOMMUNICATION SERVICES

15,530,607

Common Stocks - continued

Shares

Value

UTILITIES - 1.0%

Electric Utilities - 0.7%

Ceske Energeticke Zavody A/S

8,000

$ 206,875

Duke Energy Corp.

15,840

1,057,795

EDF SA

21,200

670,548

Hawaiian Electric Industries, Inc.

45,129

1,132,738

ITC Holdings Corp.

7,900

741,494

Northeast Utilities

10,970

452,513

PPL Corp.

25,800

783,804

 

5,045,767

Multi-Utilities - 0.3%

E.ON AG

32,833

584,098

National Grid PLC

12,000

141,751

PG&E Corp.

13,770

563,468

Sempra Energy

16,570

1,418,392

 

2,707,709

TOTAL UTILITIES

7,753,476

TOTAL COMMON STOCKS

(Cost $718,794,173)


745,720,258

Convertible Preferred Stocks - 0.7%

 

 

 

 

HEALTH CARE - 0.6%

Health Care Equipment & Supplies - 0.6%

Alere, Inc. 3.00%

17,210

4,465,995

INDUSTRIALS - 0.1%

Aerospace & Defense - 0.1%

United Technologies Corp. 7.50%

12,500

809,875

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $5,294,697)


5,275,870

Convertible Bonds - 0.2%

 

Principal Amount

Value

ENERGY - 0.1%

Oil, Gas & Consumable Fuels - 0.1%

Amyris, Inc. 3% 2/27/17

$ 820,000

$ 574,328

Peabody Energy Corp. 4.75% 12/15/41

620,000

497,550

 

1,071,878

HEALTH CARE - 0.1%

Health Care Equipment & Supplies - 0.1%

Volcano Corp. 1.75% 12/1/17

380,000

393,794

TOTAL CONVERTIBLE BONDS

(Cost $1,433,397)


1,465,672

U.S. Treasury Obligations - 0.0%

 

U.S. Treasury Bills, yield at date of purchase 0.05% 11/7/13
(Cost $79,996)

80,000


79,998

Money Market Funds - 0.5%

Shares

 

Fidelity Cash Central Fund, 0.10% (b)

2,941,670

2,941,670

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)

1,277,100

1,277,100

TOTAL MONEY MARKET FUNDS

(Cost $4,218,770)


4,218,770

TOTAL INVESTMENT PORTFOLIO - 100.4%

(Cost $729,821,033)

756,760,568

NET OTHER ASSETS (LIABILITIES) - (0.4)%

(3,218,870)

NET ASSETS - 100%

$ 753,541,698

Legend

(a) Non-income producing

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

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

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

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 578

Fidelity Securities Lending Cash Central Fund

4,091

Total

$ 4,669

Other Information

The following is a summary of the inputs used, as of September 30, 2013, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 76,240,470

$ 76,240,470

$ -

$ -

Consumer Staples

84,788,977

84,788,977

-

-

Energy

91,678,303

85,268,449

6,409,854

-

Financials

141,725,138

139,525,036

2,200,102

-

Health Care

95,659,381

91,987,862

3,671,519

-

Industrials

86,395,454

86,395,454

-

-

Information Technology

134,806,977

134,806,977

-

-

Materials

16,417,345

13,397,409

3,019,936

-

Telecommunication Services

15,530,607

15,530,607

-

-

Utilities

7,753,476

7,611,725

141,751

-

Corporate Bonds

1,465,672

-

1,465,672

-

U.S. Government and Government Agency Obligations

79,998

-

79,998

-

Money Market Funds

4,218,770

4,218,770

-

-

Total Investments in Securities:

$ 756,760,568

$ 739,771,736

$ 16,988,832

$ -

During the period, certain investment companies managed by FMR or its affiliates (Investing Funds) completed exchanges in-kind with the Fund. The Investing Funds delivered securities, including accrued interest, valued at $565,602,599 in exchange for 47,609,646 shares of the Fund. The Fund recognized no gain or loss for federal income tax purposes.

Income Tax Information

At September 30, 2013, the cost of investment securities for income tax purposes was $730,063,099. Net unrealized appreciation aggregated $26,697,469, of which $37,087,537 related to appreciated investment securities and $10,390,068 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the 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 is responsible for approving and reporting to the Board all fair value determinations. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows:

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

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. For corporate bonds and U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as 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.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy. Short-term securities with remaining maturities of sixty days or less may be valued at amortized cost, which approximates fair value, and are categorized as Level 2 in the hierarchy.

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

Subsequent Event

Effective after the close of business on November 8, 2013, certain investment companies managed by FMR or its affiliates (Investing Funds) completed exchanges in-kind with the Fund. The Investing Funds delivered securities and other assets, including accrued interest, valued at $418,948,488 in exchange for 33,144,659 shares of the Fund. The Fund recognized no gain or loss for federal income tax purposes.

Quarterly Report

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

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

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

September 30, 2013

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

1.864816.105

AGII-QTLY-1113

Investments September 30, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.8%

Shares

Value

CONSUMER DISCRETIONARY - 9.8%

Automobiles - 0.8%

Ford Motor Co.

1,322,300

$ 22,307,201

Hotels, Restaurants & Leisure - 0.9%

McDonald's Corp.

94,600

9,101,466

Yum! Brands, Inc.

187,700

13,399,903

 

22,501,369

Media - 4.3%

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

1,213,100

52,612,147

The Walt Disney Co.

214,000

13,800,860

Time Warner, Inc.

617,200

40,617,932

Twenty-First Century Fox, Inc. Class A

199,500

6,683,250

 

113,714,189

Multiline Retail - 1.8%

Target Corp.

767,900

49,130,242

Specialty Retail - 2.0%

Home Depot, Inc.

82,700

6,272,795

Lowe's Companies, Inc.

983,400

46,819,674

 

53,092,469

TOTAL CONSUMER DISCRETIONARY

260,745,470

CONSUMER STAPLES - 10.7%

Beverages - 2.6%

PepsiCo, Inc.

326,600

25,964,700

SABMiller PLC

129,800

6,605,538

The Coca-Cola Co.

1,021,200

38,683,056

 

71,253,294

Food & Staples Retailing - 2.5%

CVS Caremark Corp.

312,800

17,751,400

Sysco Corp.

123,700

3,937,371

Walgreen Co.

827,000

44,492,600

 

66,181,371

Food Products - 1.0%

Danone SA

126,000

9,484,344

Kellogg Co.

288,300

16,931,859

 

26,416,203

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Household Products - 2.7%

Kimberly-Clark Corp.

177,400

$ 16,714,628

Procter & Gamble Co.

735,000

55,558,650

 

72,273,278

Tobacco - 1.9%

British American Tobacco PLC sponsored ADR

354,600

37,286,190

Philip Morris International, Inc.

151,930

13,155,619

 

50,441,809

TOTAL CONSUMER STAPLES

286,565,955

ENERGY - 13.2%

Energy Equipment & Services - 2.2%

Halliburton Co.

451,142

21,722,487

National Oilwell Varco, Inc.

101,700

7,943,787

Schlumberger Ltd.

320,300

28,301,708

 

57,967,982

Oil, Gas & Consumable Fuels - 11.0%

Apache Corp.

336,905

28,684,092

BG Group PLC

531,800

10,163,291

Canadian Natural Resources Ltd.

725,200

22,789,888

Chevron Corp.

535,900

65,111,850

Exxon Mobil Corp.

385,971

33,208,945

Imperial Oil Ltd.

24,800

1,088,980

Occidental Petroleum Corp.

660,000

61,736,400

Royal Dutch Shell PLC Class A sponsored ADR (d)

288,174

18,927,268

Suncor Energy, Inc.

892,500

31,911,825

The Williams Companies, Inc.

566,900

20,612,484

 

294,235,023

TOTAL ENERGY

352,203,005

FINANCIALS - 19.4%

Capital Markets - 2.8%

Charles Schwab Corp.

1,129,700

23,881,858

Morgan Stanley

1,297,000

34,954,150

State Street Corp.

239,000

15,714,250

 

74,550,258

Commercial Banks - 4.6%

PNC Financial Services Group, Inc.

265,800

19,257,210

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Commercial Banks - continued

Standard Chartered PLC (United Kingdom)

513,167

$ 12,303,645

U.S. Bancorp

773,800

28,305,604

Wells Fargo & Co.

1,560,630

64,485,232

 

124,351,691

Diversified Financial Services - 8.9%

Bank of America Corp.

4,075,700

56,244,660

Citigroup, Inc.

1,435,970

69,658,905

JPMorgan Chase & Co.

2,189,900

113,195,931

 

239,099,496

Insurance - 3.1%

AFLAC, Inc.

104,700

6,490,353

AIA Group Ltd.

92,200

433,308

American International Group, Inc.

498,300

24,232,329

Marsh & McLennan Companies, Inc.

122,900

5,352,295

MetLife, Inc.

798,800

37,503,660

Prudential Financial, Inc.

97,900

7,634,242

 

81,646,187

TOTAL FINANCIALS

519,647,632

HEALTH CARE - 11.4%

Biotechnology - 0.9%

Amgen, Inc.

217,390

24,334,637

Health Care Equipment & Supplies - 0.8%

Abbott Laboratories

239,900

7,962,281

Baxter International, Inc.

37,300

2,450,237

Intuitive Surgical, Inc. (a)

11,500

4,327,105

Stryker Corp.

100,935

6,822,197

 

21,561,820

Health Care Providers & Services - 3.6%

Aetna, Inc.

240,200

15,377,604

Express Scripts Holding Co. (a)

187,900

11,608,462

McKesson Corp.

204,200

26,198,860

UnitedHealth Group, Inc.

397,200

28,443,492

WellPoint, Inc.

158,600

13,260,546

 

94,888,964

Life Sciences Tools & Services - 0.4%

Thermo Fisher Scientific, Inc.

106,700

9,832,405

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - 5.7%

AbbVie, Inc.

265,200

$ 11,862,396

GlaxoSmithKline PLC sponsored ADR

440,300

22,089,851

Johnson & Johnson

542,300

47,011,987

Merck & Co., Inc.

1,213,500

57,774,735

Novartis AG sponsored ADR

59,700

4,579,587

Sanofi SA

68,035

6,890,373

Teva Pharmaceutical Industries Ltd. sponsored ADR

64,400

2,433,032

 

152,641,961

TOTAL HEALTH CARE

303,259,787

INDUSTRIALS - 9.8%

Aerospace & Defense - 2.6%

Honeywell International, Inc.

137,900

11,451,216

Precision Castparts Corp.

21,200

4,817,488

The Boeing Co.

302,000

35,485,000

United Technologies Corp.

170,700

18,404,874

 

70,158,578

Air Freight & Logistics - 1.4%

United Parcel Service, Inc. Class B

397,200

36,292,164

Industrial Conglomerates - 3.9%

Danaher Corp.

178,500

12,373,620

General Electric Co.

3,699,100

88,371,499

Siemens AG sponsored ADR (d)

35,300

4,254,003

 

104,999,122

Road & Rail - 1.9%

CSX Corp.

1,007,100

25,922,754

Norfolk Southern Corp.

174,000

13,458,900

Union Pacific Corp.

71,800

11,153,412

 

50,535,066

TOTAL INDUSTRIALS

261,984,930

INFORMATION TECHNOLOGY - 21.3%

Communications Equipment - 3.1%

Cisco Systems, Inc.

2,182,500

51,114,150

QUALCOMM, Inc.

480,800

32,386,688

 

83,500,838

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Computers & Peripherals - 4.9%

Apple, Inc.

245,501

$ 117,042,598

EMC Corp.

565,600

14,456,736

 

131,499,334

Internet Software & Services - 2.7%

Google, Inc. Class A (a)

80,350

70,379,369

IT Services - 4.3%

Accenture PLC Class A

109,300

8,048,852

Cognizant Technology Solutions Corp. Class A (a)

280,300

23,018,236

IBM Corp.

101,400

18,777,252

MasterCard, Inc. Class A

53,100

35,724,618

Visa, Inc. Class A

157,100

30,021,810

 

115,590,768

Semiconductors & Semiconductor Equipment - 0.8%

Applied Materials, Inc.

363,300

6,372,282

Broadcom Corp. Class A

395,700

10,292,157

Intel Corp.

223,200

5,115,744

 

21,780,183

Software - 5.5%

Adobe Systems, Inc. (a)

263,100

13,665,414

Microsoft Corp.

2,662,900

88,701,199

Oracle Corp.

957,300

31,753,641

salesforce.com, Inc. (a)

132,400

6,872,884

VMware, Inc. Class A (a)

80,700

6,528,630

 

147,521,768

TOTAL INFORMATION TECHNOLOGY

570,272,260

MATERIALS - 2.4%

Chemicals - 2.0%

E.I. du Pont de Nemours & Co.

298,100

17,456,736

Monsanto Co.

203,600

21,249,732

Potash Corp. of Saskatchewan, Inc.

87,900

2,748,662

Syngenta AG (Switzerland)

29,382

12,008,629

 

53,463,759

Metals & Mining - 0.4%

Freeport-McMoRan Copper & Gold, Inc.

125,100

4,138,308

Common Stocks - continued

Shares

Value

MATERIALS - continued

Metals & Mining - continued

Grupo Mexico SA de CV Series B

943,800

$ 2,820,693

Southern Copper Corp.

162,100

4,415,604

 

11,374,605

TOTAL MATERIALS

64,838,364

TELECOMMUNICATION SERVICES - 1.8%

Diversified Telecommunication Services - 1.2%

Verizon Communications, Inc.

699,900

32,657,334

Wireless Telecommunication Services - 0.6%

Vodafone Group PLC sponsored ADR

449,500

15,813,410

TOTAL TELECOMMUNICATION SERVICES

48,470,744

TOTAL COMMON STOCKS

(Cost $2,173,613,277)


2,667,988,147

Convertible Preferred Stocks - 0.1%

 

 

 

 

INDUSTRIALS - 0.1%

Aerospace & Defense - 0.1%

United Technologies Corp. 7.50%

(Cost $1,631,819)

32,400


2,099,196

Money Market Funds - 0.0%

 

 

 

 

Fidelity Securities Lending Cash Central Fund, 0.09% (b)(c)
(Cost $645,718)

645,718


645,718

TOTAL INVESTMENT PORTFOLIO - 99.9%

(Cost $2,175,890,814)

2,670,733,061

NET OTHER ASSETS (LIABILITIES) - 0.1%

1,859,578

NET ASSETS - 100%

$ 2,672,592,639

Legend

(a) Non-income producing

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

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

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

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 1,230

Fidelity Securities Lending Cash Central Fund

8,977

Total

$ 10,207

Other Information

The following is a summary of the inputs used, as of September 30, 2013, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Equities:

Consumer Discretionary

$ 260,745,470

$ 260,745,470

$ -

$ -

Consumer Staples

286,565,955

286,565,955

-

-

Energy

352,203,005

352,203,005

-

-

Financials

519,647,632

519,647,632

-

-

Health Care

303,259,787

296,369,414

6,890,373

-

Industrials

264,084,126

264,084,126

-

-

Information Technology

570,272,260

570,272,260

-

-

Materials

64,838,364

52,829,735

12,008,629

-

Telecommunication Services

48,470,744

48,470,744

-

-

Money Market Funds

645,718

645,718

-

-

Total Investments in Securities:

$ 2,670,733,061

$ 2,651,834,059

$ 18,899,002

$ -

Income Tax Information

At September 30, 2013, the cost of investment securities for income tax purposes was $2,182,419,261. Net unrealized appreciation aggregated $488,313,800, of which $510,494,060 related to appreciated investment securities and $22,180,260 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments: Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.): Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows:

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

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

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

Quarterly Report

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

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

or an affiliate.

Quarterly Report

Item 2. Controls and Procedures

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

(a)(ii) There was no change in the Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the Trust's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 3. Exhibits

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

SIGNATURES

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

Fidelity Hastings Street Trust

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

November 29, 2013

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

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

November 29, 2013

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

November 29, 2013