N-CSR 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-5251

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

82 Devonshire St., Boston, Massachusetts 02109
(Address of principal executive offices) (Zip code)

Scott C. Goebel, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

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

Date of fiscal year end:	February 29

Date of reporting period:	February 29, 2012

This report on Form N-CSR relates solely to the Registrant's Spartan 500 Index Fund series (the "Fund").

Item 1. Reports to Stockholders

Spartan®

500 Index

Fund -

Investor Class

Fidelity Advantage® Class

Annual Report

February 29, 2012

(Fidelity Cover Art)

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

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

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

Annual Report

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

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended February 29, 2012	Past 1 year	Past 5 years	Past 10 years
Investor Class	5.04%	1.53%	4.09%
Fidelity Advantage® Class^A	5.07%	1.57%	4.11%

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

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Spartan® 500 Index Fund - Investor Class on February 28, 2002. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

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Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. stocks rose for the 12 months ending February 29, 2012, as encouraging economic news sparked a strong late-period rally that lifted major equity benchmarks past a number of significant milestones. Stocks recovered from early-period uncertainty that followed the March 2011 earthquake, tsunami and nuclear meltdown in Japan, but plummeted during the summer amid Europe's debt woes and a historic U.S. credit-rating downgrade. Despite continued volatility and mixed economic news, markets began to recover in early October. Investors gravitated toward defensive sectors and the perceived safety of larger, more-established and dividend-paying names, helping the Dow Jones® Industrial Average advance 8.83%, and close above the psychologically important 13,000 mark in late February - for the first time since May 2008. The rally accelerated late in the period and the market broadened, as investor confidence improved amid encouraging manufacturing, housing and employment data, and signs of progress in Europe. For the year, the S&P 500® Index added 5.12%, closing near a four-year high on the period's second-to-last day. The technology-laden Nasdaq Composite® Index added 7.73%, flirting with the 3,000 mark, its highest level in 12 years. Foreign developed-markets stocks reeled over Europe's turmoil, and the MSCI® EAFE® (Europe, Australasia, Far East) Index fell 7.35%.

Comments from James Francis, Senior Portfolio Manager of the Geode Capital Management, LLC, investment management team for Spartan® 500 Index Fund: For the year, the fund's Investor Class and Fidelity Advantage® Class shares returned 5.04% and 5.07%, respectively, in line with the benchmark S&P 500®. Several leading contributors were technology stocks. Topping the list was Apple, a consumer products and personal computer manufacturer whose price rose about 54% during the past 12 months amid strong sales. Computer-services company International Business Machines also added value, as did software giant Microsoft and semiconductor manufacturer Intel. Elsewhere, tobacco producer Philip Morris International and restaurant giant McDonald's performed well among consumer staples stocks, while in health care, drugmakers Merck and Pfizer contributed. In contrast, several financials stocks represented the most significant detractors. The biggest laggard was diversified financials company Bank of America, whose stock price declined 44% during the 12-month period. Several other diversified financials firms disappointed, including Citigroup, JPMorgan Chase and Goldman Sachs Group. Other notable detractors included computer and peripherals company Hewlett-Packard, oil-field services firm Schlumberger and specialty glass maker Corning.

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

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2011 to February 29, 2012).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. An annual index fund fee of $10 that is charged once a year may apply for certain accounts with a value of less than $10,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. An annual index fund fee of $10 that is charged once a year may apply for certain accounts with a value of less than $10,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value September 1, 2011	Ending Account Value February 29, 2012	Expenses Paid During Period* September 1, 2011 to February 29, 2012
Investor Class	.100%
Actual		$ 1,000.00	$ 1,132.50	$ .53**
Hypothetical^A		$ 1,000.00	$ 1,024.37	$ .50**
Fidelity Advantage Class	.070%
Actual		$ 1,000.00	$ 1,132.90	$ .37**
Hypothetical^A		$ 1,000.00	$ 1,024.52	$ .35**
Institutional Class	.050%
Actual		$ 1,000.00	$ 1,133.00	$ .27**
Hypothetical^A		$ 1,000.00	$ 1,024.61	$ .25**
Fidelity Advantage Institutional Class	.024%
Actual		$ 1,000.00	$ 1,133.10	$ .13**
Hypothetical^A		$ 1,000.00	$ 1,024.76	$ .12**

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

** If changes to the expense limitations, effective February 1, 2012, had been in effect during the entire period, the annualized expense ratio and the expenses paid in the actual and hypothetical examples above would have been as follows:

	Annualized Expense Ratio	Expenses Paid
Investor Class	.095%
Actual		$ .50
Hypothetical^A		$ .48
Fidelity Advantage Class	.060%
Actual		$ .32
Hypothetical^A		$ .30
Institutional Class	.040%
Actual		$ .21
Hypothetical^A		$ .20
Fidelity Advantage Institutional Class	.020%
Actual		$ .11
Hypothetical^A		$ .10

^A 5% return per year before expenses

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of February 29, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	4.0	3.1
Exxon Mobil Corp.	3.3	3.2
Microsoft Corp.	1.9	1.7
IBM Corp.	1.8	1.8
Chevron Corp.	1.7	1.8
General Electric Co.	1.6	1.5
Procter & Gamble Co.	1.5	1.6
AT&T, Inc.	1.4	1.5
Johnson & Johnson	1.4	1.6
Wells Fargo & Co.	1.3	1.2
	19.9
Market Sectors as of February 29, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	19.9	18.4
Financials	14.0	14.0
Energy	11.9	12.2
Health Care	11.2	11.7
Consumer Discretionary	10.7	10.5
Consumer Staples	10.6	11.2
Industrials	10.6	10.4
Materials	3.5	3.5
Utilities	3.4	3.6
Telecommunication Services	2.7	3.0

Annual Report

Investments February 29, 2012

Showing Percentage of Net Assets

Common Stocks - 98.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 10.7%
Auto Components - 0.3%
BorgWarner, Inc. (a)(d)	393,033		$ 32,559
Johnson Controls, Inc.	2,437,229		79,527
The Goodyear Tire & Rubber Co. (a)	875,319		11,257
			123,343
Automobiles - 0.4%
Ford Motor Co.	13,612,520		168,523
Harley-Davidson, Inc. (d)	832,387		38,773
			207,296
Distributors - 0.1%
Genuine Parts Co.	557,571		34,949
Diversified Consumer Services - 0.1%
Apollo Group, Inc. Class A (non-vtg.) (a)(d)	416,313		17,752
DeVry, Inc.	216,897		7,706
H&R Block, Inc. (d)	1,049,222		17,102
			42,560
Hotels, Restaurants & Leisure - 1.9%
Carnival Corp. unit	1,620,982		49,100
Chipotle Mexican Grill, Inc. (a)(d)	112,106		43,746
Darden Restaurants, Inc. (d)	472,213		24,078
International Game Technology	1,066,047		16,012
Marriott International, Inc. Class A (d)	960,377		33,882
McDonald's Corp.	3,665,318		363,893
Starbucks Corp.	2,670,132		129,662
Starwood Hotels & Resorts Worldwide, Inc. (d)	688,368		37,103
Wyndham Worldwide Corp.	546,700		24,049
Wynn Resorts Ltd.	283,681		33,628
Yum! Brands, Inc.	1,649,565		109,267
			864,420
Household Durables - 0.2%
D.R. Horton, Inc. (d)	996,282		14,287
Harman International Industries, Inc.	251,127		12,338
Leggett & Platt, Inc.	498,392		11,279
Lennar Corp. Class A (d)	576,106		13,469
Newell Rubbermaid, Inc.	1,037,032		18,978
PulteGroup, Inc. (a)(d)	1,206,636		10,643
Whirlpool Corp.	273,816		20,692
			101,686
Internet & Catalog Retail - 0.9%
Amazon.com, Inc. (a)(d)	1,303,197		234,171
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - continued
Expedia, Inc.	339,567		$ 11,562
Netflix, Inc. (a)(d)	198,311		21,959
Priceline.com, Inc. (a)	178,330		111,816
TripAdvisor, Inc. (a)	339,567		10,944
			390,452
Leisure Equipment & Products - 0.1%
Hasbro, Inc.	415,839		14,687
Mattel, Inc. (d)	1,213,080		39,352
			54,039
Media - 3.2%
Cablevision Systems Corp. - NY Group Class A (d)	790,821		11,253
CBS Corp. Class B	2,344,200		70,092
Comcast Corp. Class A	9,760,783		286,772
DIRECTV (a)(d)	2,527,498		117,074
Discovery Communications, Inc. (a)(d)	946,662		44,162
Gannett Co., Inc.	853,582		12,667
Interpublic Group of Companies, Inc.	1,651,990		19,361
McGraw-Hill Companies, Inc.	995,837		46,346
News Corp. Class A	7,855,489		156,089
Omnicom Group, Inc.	988,222		48,858
Scripps Networks Interactive, Inc. Class A	348,410		15,748
The Walt Disney Co. (d)	6,435,375		270,221
Time Warner Cable, Inc.	1,143,106		90,694
Time Warner, Inc.	3,585,314		133,410
Viacom, Inc. Class B (non-vtg.)	1,978,105		94,197
Washington Post Co. Class B (d)	17,419		6,861
			1,423,805
Multiline Retail - 0.8%
Big Lots, Inc. (a)(d)	234,817		10,297
Dollar Tree, Inc. (a)	426,365		37,738
Family Dollar Stores, Inc.	420,504		22,703
JCPenney Co., Inc. (d)	511,966		20,274
Kohl's Corp.	907,827		45,101
Macy's, Inc.	1,503,869		57,102
Nordstrom, Inc.	579,509		31,073
Sears Holdings Corp. (a)(d)	137,830		9,601
Target Corp.	2,405,760		136,383
			370,272
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - 2.0%
Abercrombie & Fitch Co. Class A (d)	307,925		$ 14,100
AutoNation, Inc. (a)(d)	160,767		5,479
AutoZone, Inc. (a)(d)	100,019		37,455
Bed Bath & Beyond, Inc. (a)(d)	859,963		51,374
Best Buy Co., Inc. (d)	1,051,214		25,965
CarMax, Inc. (a)(d)	811,106		24,893
GameStop Corp. Class A (d)	495,769		11,294
Gap, Inc. (d)	1,242,793		29,032
Home Depot, Inc.	5,522,125		262,687
Limited Brands, Inc.	881,102		40,998
Lowe's Companies, Inc.	4,486,859		127,337
O'Reilly Automotive, Inc. (a)	459,691		39,763
Ross Stores, Inc.	828,185		44,167
Staples, Inc. (d)	2,505,436		36,730
Tiffany & Co., Inc.	454,782		29,565
TJX Companies, Inc.	2,701,941		98,918
Urban Outfitters, Inc. (a)(d)	397,746		11,292
			891,049
Textiles, Apparel & Luxury Goods - 0.7%
Coach, Inc.	1,045,364		78,235
NIKE, Inc. Class B	1,328,745		143,398
Ralph Lauren Corp.	231,019		40,135
VF Corp.	312,316		45,614
			307,382
TOTAL CONSUMER DISCRETIONARY			4,811,253
CONSUMER STAPLES - 10.6%
Beverages - 2.4%
Beam, Inc.	556,878		30,673
Brown-Forman Corp. Class B (non-vtg.)	361,308		29,501
Coca-Cola Enterprises, Inc.	1,117,687		32,301
Constellation Brands, Inc. Class A (sub. vtg.) (a)(d)	623,643		13,620
Dr Pepper Snapple Group, Inc.	767,945		29,220
Molson Coors Brewing Co. Class B	564,292		24,795
PepsiCo, Inc.	5,600,365		352,487
The Coca-Cola Co.	8,135,889		568,373
			1,080,970
Food & Staples Retailing - 2.2%
Costco Wholesale Corp.	1,552,377		133,598
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - continued
CVS Caremark Corp.	4,662,631		$ 210,285
Kroger Co.	2,139,069		50,888
Safeway, Inc. (d)	1,217,572		26,117
SUPERVALU, Inc. (d)	760,236		4,964
Sysco Corp. (d)	2,113,120		62,168
Wal-Mart Stores, Inc.	6,256,563		369,638
Walgreen Co.	3,185,583		105,634
Whole Foods Market, Inc.	572,266		46,205
			1,009,497
Food Products - 1.8%
Archer Daniels Midland Co. (d)	2,392,807		74,656
Campbell Soup Co. (d)	642,422		21,406
ConAgra Foods, Inc. (d)	1,484,789		38,976
Dean Foods Co. (a)	658,037		8,068
General Mills, Inc.	2,304,958		88,303
H.J. Heinz Co. (d)	1,147,129		60,465
Hershey Co.	548,361		33,286
Hormel Foods Corp. (d)	494,040		14,065
Kellogg Co.	887,704		46,471
Kraft Foods, Inc. Class A	6,328,756		240,936
McCormick & Co., Inc. (non-vtg.) (d)	475,243		23,976
Mead Johnson Nutrition Co. Class A	729,199		56,695
Sara Lee Corp.	2,116,132		42,852
The J.M. Smucker Co.	407,791		30,715
Tyson Foods, Inc. Class A	1,046,467		19,789
			800,659
Household Products - 2.1%
Clorox Co. (d)	472,503		31,946
Colgate-Palmolive Co. (d)	1,733,756		161,551
Kimberly-Clark Corp. (d)	1,411,714		102,886
Procter & Gamble Co.	9,855,635		665,452
			961,835
Personal Products - 0.2%
Avon Products, Inc.	1,543,100		28,841
Estee Lauder Companies, Inc. Class A	800,222		46,845
			75,686
Tobacco - 1.9%
Altria Group, Inc. (d)	7,366,412		221,729
Lorillard, Inc.	483,625		63,394
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Tobacco - continued
Philip Morris International, Inc. (d)	6,222,126		$ 519,672
Reynolds American, Inc.	1,211,084		50,781
			855,576
TOTAL CONSUMER STAPLES			4,784,223
ENERGY - 11.9%
Energy Equipment & Services - 2.0%
Baker Hughes, Inc. (d)	1,563,486		78,612
Cameron International Corp. (a)(d)	878,345		48,933
Diamond Offshore Drilling, Inc. (d)	249,008		17,050
FMC Technologies, Inc. (a)(d)	853,558		43,045
Halliburton Co.	3,296,167		120,607
Helmerich & Payne, Inc. (d)	383,813		23,528
Nabors Industries Ltd. (a)	1,030,064		22,435
National Oilwell Varco, Inc.	1,518,269		125,303
Noble Corp. (d)	904,266		36,333
Rowan Companies, Inc. (a)(d)	447,697		16,507
Schlumberger Ltd.	4,807,693		373,125
			905,478
Oil, Gas & Consumable Fuels - 9.9%
Alpha Natural Resources, Inc. (a)	787,378		14,614
Anadarko Petroleum Corp.	1,783,809		150,054
Apache Corp.	1,375,756		148,485
Cabot Oil & Gas Corp. (d)	748,625		26,112
Chesapeake Energy Corp. (d)	2,361,588		59,040
Chevron Corp.	7,133,790		778,439
ConocoPhillips	4,756,157		364,084
CONSOL Energy, Inc. (d)	812,509		29,104
Denbury Resources, Inc. (a)(d)	1,423,059		28,333
Devon Energy Corp.	1,446,830		106,067
El Paso Corp.	2,762,538		76,826
EOG Resources, Inc.	963,064		109,654
EQT Corp.	535,305		28,382
Exxon Mobil Corp.	17,169,979		1,485,203
Hess Corp.	1,067,517		69,303
Marathon Oil Corp.	2,520,836		85,431
Marathon Petroleum Corp.	1,277,100		53,064
Murphy Oil Corp.	693,225		44,325
Newfield Exploration Co. (a)	474,628		17,087
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Noble Energy, Inc. (d)	628,872		$ 61,409
Occidental Petroleum Corp.	2,907,948		303,503
Peabody Energy Corp.	970,310		33,844
Pioneer Natural Resources Co. (d)	438,386		48,065
QEP Resources, Inc.	633,867		21,640
Range Resources Corp.	560,341		35,683
Southwestern Energy Co. (a)(d)	1,244,366		41,139
Spectra Energy Corp. (d)	2,329,631		73,104
Sunoco, Inc.	382,419		14,773
Tesoro Corp. (a)(d)	509,474		13,516
Valero Energy Corp. (d)	2,005,025		49,103
Williams Companies, Inc.	2,111,358		63,087
WPX Energy, Inc.	703,785		12,781
			4,445,254
TOTAL ENERGY			5,350,732
FINANCIALS - 14.0%
Capital Markets - 1.9%
Ameriprise Financial, Inc. (d)	810,478		45,192
Bank of New York Mellon Corp.	4,343,827		96,042
BlackRock, Inc. Class A	358,866		71,414
Charles Schwab Corp. (d)	3,866,889		53,672
E*TRADE Financial Corp. (a)	909,479		8,758
Federated Investors, Inc. Class B (non-vtg.) (d)	330,818		6,778
Franklin Resources, Inc. (d)	521,398		61,468
Goldman Sachs Group, Inc.	1,763,537		203,054
Invesco Ltd.	1,615,531		40,017
Legg Mason, Inc.	445,612		12,205
Morgan Stanley	5,316,264		98,564
Northern Trust Corp.	863,287		38,339
State Street Corp.	1,762,240		74,419
T. Rowe Price Group, Inc. (d)	904,994		55,739
			865,661
Commercial Banks - 2.7%
BB&T Corp. (d)	2,497,187		73,043
Comerica, Inc.	711,709		21,131
Fifth Third Bancorp	3,294,784		44,842
First Horizon National Corp.	944,322		8,877
Huntington Bancshares, Inc.	3,095,244		18,092
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
KeyCorp	3,413,386		$ 27,648
M&T Bank Corp.	450,011		36,730
PNC Financial Services Group, Inc.	1,884,611		112,172
Regions Financial Corp.	4,509,483		25,975
SunTrust Banks, Inc.	1,923,603		44,166
U.S. Bancorp (d)	6,836,185		200,984
Wells Fargo & Co.	18,890,549		591,085
Zions Bancorporation (d)	660,155		12,543
			1,217,288
Consumer Finance - 0.8%
American Express Co. (d)	3,619,723		191,447
Capital One Financial Corp.	1,983,453		100,363
Discover Financial Services	1,968,881		59,086
SLM Corp.	1,822,372		28,721
			379,617
Diversified Financial Services - 3.0%
Bank of America Corp.	36,308,191		289,376
Citigroup, Inc.	10,473,154		348,965
CME Group, Inc.	237,823		68,847
IntercontinentalExchange, Inc. (a)(d)	260,253		35,905
JPMorgan Chase & Co.	13,611,324		534,108
Leucadia National Corp. (d)	709,667		20,218
Moody's Corp. (d)	699,808		27,020
NYSE Euronext	938,522		27,940
The NASDAQ Stock Market, Inc. (a)	456,967		12,037
			1,364,416
Insurance - 3.5%
ACE Ltd. (d)	1,206,553		86,522
AFLAC, Inc.	1,672,104		79,007
Allstate Corp.	1,810,245		56,896
American International Group, Inc. (a)(d)	1,564,760		45,722
Aon Corp. (d)	1,158,069		54,209
Assurant, Inc.	329,944		14,013
Berkshire Hathaway, Inc. Class B (a)	6,297,626		494,049
Cincinnati Financial Corp. (d)	580,591		20,419
Genworth Financial, Inc. Class A (a)	1,758,587		15,986
Hartford Financial Services Group, Inc.	1,596,707		33,068
Lincoln National Corp. (d)	1,080,608		26,842
Loews Corp.	1,093,832		42,813
Marsh & McLennan Companies, Inc.	1,927,081		60,125
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Insurance - continued
MetLife, Inc. (d)	3,788,601		$ 146,051
Principal Financial Group, Inc.	1,093,111		30,235
Progressive Corp. (d)	2,209,110		47,319
Prudential Financial, Inc. (d)	1,690,774		103,408
The Chubb Corp.	996,095		67,695
The Travelers Companies, Inc.	1,478,615		85,715
Torchmark Corp. (d)	365,164		17,689
Unum Group	1,047,349		24,141
XL Group PLC Class A	1,148,139		23,881
			1,575,805
Real Estate Investment Trusts - 1.9%
American Tower Corp.	1,407,873		88,105
Apartment Investment & Management Co. Class A	433,140		10,759
AvalonBay Communities, Inc. (d)	340,598		44,165
Boston Properties, Inc. (d)	528,828		53,702
Equity Residential (SBI) (d)	1,062,569		60,450
HCP, Inc. (d)	1,460,757		57,700
Health Care REIT, Inc.	744,295		40,519
Host Hotels & Resorts, Inc. (d)	2,529,835		39,921
Kimco Realty Corp. (d)	1,457,727		26,793
Plum Creek Timber Co., Inc.	577,722		22,624
Prologis, Inc.	1,641,530		55,254
Public Storage	508,590		68,187
Simon Property Group, Inc. (d)	1,052,417		142,581
Ventas, Inc.	1,031,375		57,674
Vornado Realty Trust (d)	660,892		54,015
Weyerhaeuser Co.	1,921,517		40,140
			862,589
Real Estate Management & Development - 0.1%
CBRE Group, Inc. (a)	1,161,727		21,294
Thrifts & Mortgage Finance - 0.1%
Hudson City Bancorp, Inc. (d)	1,889,500		12,943
People's United Financial, Inc. (d)	1,291,866		16,265
			29,208
TOTAL FINANCIALS			6,315,878
HEALTH CARE - 11.2%
Biotechnology - 1.2%
Amgen, Inc.	2,841,517		193,081
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Biogen Idec, Inc. (a)	870,165		$ 101,348
Celgene Corp. (a)	1,590,227		116,603
Gilead Sciences, Inc. (a)	2,690,690		122,426
			533,458
Health Care Equipment & Supplies - 1.8%
Baxter International, Inc.	2,019,852		117,414
Becton, Dickinson & Co.	769,772		58,672
Boston Scientific Corp. (a)	5,306,973		33,009
C. R. Bard, Inc. (d)	307,283		28,768
CareFusion Corp. (a)	804,604		20,767
Covidien PLC	1,728,129		90,295
DENTSPLY International, Inc. (d)	507,075		19,614
Edwards Lifesciences Corp. (a)(d)	408,633		29,883
Intuitive Surgical, Inc. (a)(d)	139,682		71,464
Medtronic, Inc. (d)	3,780,387		144,108
St. Jude Medical, Inc.	1,142,665		48,129
Stryker Corp. (d)	1,165,173		62,500
Varian Medical Systems, Inc. (a)(d)	403,200		26,309
Zimmer Holdings, Inc. (d)	641,838		38,992
			789,924
Health Care Providers & Services - 2.1%
Aetna, Inc.	1,297,813		60,686
AmerisourceBergen Corp.	925,423		34,565
Cardinal Health, Inc.	1,237,653		51,424
CIGNA Corp.	1,022,574		45,106
Coventry Health Care, Inc. (a)(d)	516,825		16,895
DaVita, Inc. (a)(d)	334,930		28,988
Express Scripts, Inc. (a)(d)	1,742,744		92,941
Humana, Inc.	585,696		51,014
Laboratory Corp. of America Holdings (a)(d)	354,991		31,910
McKesson Corp.	879,635		73,458
Medco Health Solutions, Inc. (a)	1,386,840		93,737
Patterson Companies, Inc. (d)	313,627		10,011
Quest Diagnostics, Inc. (d)	565,116		32,805
Tenet Healthcare Corp. (a)(d)	1,555,903		8,791
UnitedHealth Group, Inc.	3,818,663		212,890
WellPoint, Inc.	1,246,089		81,781
			927,002
Health Care Technology - 0.1%
Cerner Corp. (a)(d)	521,880		38,530
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Life Sciences Tools & Services - 0.4%
Agilent Technologies, Inc.	1,243,772		$ 54,253
Life Technologies Corp. (a)	638,356		30,201
PerkinElmer, Inc.	405,083		10,937
Thermo Fisher Scientific, Inc.	1,355,055		76,723
Waters Corp. (a)(d)	320,985		28,760
			200,874
Pharmaceuticals - 5.6%
Abbott Laboratories (d)	5,580,256		315,898
Allergan, Inc.	1,092,670		97,892
Bristol-Myers Squibb Co.	6,070,064		195,274
Eli Lilly & Co.	3,649,602		143,210
Forest Laboratories, Inc. (a)(d)	956,981		31,121
Hospira, Inc. (a)(d)	590,001		21,016
Johnson & Johnson	9,782,305		636,632
Merck & Co., Inc.	10,918,104		416,744
Mylan, Inc. (a)(d)	1,527,828		35,812
Perrigo Co.	333,827		34,404
Pfizer, Inc. (d)	27,535,852		581,006
Watson Pharmaceuticals, Inc. (a)	455,499		26,565
			2,535,574
TOTAL HEALTH CARE			5,025,362
INDUSTRIALS - 10.6%
Aerospace & Defense - 2.6%
General Dynamics Corp.	1,275,650		93,416
Goodrich Corp.	448,568		56,506
Honeywell International, Inc.	2,770,780		165,055
L-3 Communications Holdings, Inc.	357,724		25,130
Lockheed Martin Corp.	950,443		84,029
Northrop Grumman Corp.	935,947		55,979
Precision Castparts Corp.	516,510		86,479
Raytheon Co. (d)	1,239,782		62,634
Rockwell Collins, Inc. (d)	542,082		32,140
Textron, Inc.	996,439		27,412
The Boeing Co. (d)	2,662,373		199,545
United Technologies Corp. (d)	3,245,741		272,220
			1,160,545
Air Freight & Logistics - 1.0%
C.H. Robinson Worldwide, Inc.	588,110		38,915
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Air Freight & Logistics - continued
Expeditors International of Washington, Inc.	759,523		$ 33,138
FedEx Corp.	1,136,323		102,258
United Parcel Service, Inc. Class B	3,456,734		265,788
			440,099
Airlines - 0.1%
Southwest Airlines Co.	2,788,781		25,043
Building Products - 0.0%
Masco Corp. (d)	1,281,693		15,227
Commercial Services & Supplies - 0.4%
Avery Dennison Corp.	376,820		11,493
Cintas Corp. (d)	394,985		15,231
Iron Mountain, Inc. (d)	664,911		20,645
Pitney Bowes, Inc. (d)	715,132		12,965
R.R. Donnelley & Sons Co. (d)	672,727		9,297
Republic Services, Inc.	1,127,694		33,639
Stericycle, Inc. (a)(d)	304,891		26,455
Waste Management, Inc. (d)	1,648,970		57,681
			187,406
Construction & Engineering - 0.2%
Fluor Corp.	607,762		36,757
Jacobs Engineering Group, Inc. (a)(d)	458,999		21,215
Quanta Services, Inc. (a)	752,730		15,732
			73,704
Electrical Equipment - 0.5%
Cooper Industries PLC Class A	566,341		34,671
Emerson Electric Co.	2,635,565		132,595
Rockwell Automation, Inc.	508,367		40,659
Roper Industries, Inc. (d)	345,595		31,629
			239,554
Industrial Conglomerates - 2.5%
3M Co.	2,510,530		219,922
Danaher Corp.	2,040,635		107,807
General Electric Co.	37,817,991		720,433
Tyco International Ltd.	1,654,881		85,756
			1,133,918
Machinery - 2.2%
Caterpillar, Inc. (d)	2,316,288		264,543
Cummins, Inc.	690,824		83,293
Deere & Co.	1,482,737		122,963
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - continued
Dover Corp.	664,045		$ 42,512
Eaton Corp.	1,197,154		62,479
Flowserve Corp. (d)	199,017		23,597
Illinois Tool Works, Inc. (d)	1,730,869		96,392
Ingersoll-Rand PLC	1,118,263		44,596
Joy Global, Inc.	376,473		32,738
PACCAR, Inc. (d)	1,283,187		59,039
Pall Corp. (d)	412,474		26,171
Parker Hannifin Corp. (d)	541,191		48,604
Snap-On, Inc.	208,395		12,739
Stanley Black & Decker, Inc.	605,032		46,466
Xylem, Inc.	661,157		17,177
			983,309
Professional Services - 0.1%
Dun & Bradstreet Corp.	174,124		14,391
Equifax, Inc. (d)	433,729		18,234
Robert Half International, Inc.	512,105		14,559
			47,184
Road & Rail - 0.8%
CSX Corp.	3,761,087		79,020
Norfolk Southern Corp. (d)	1,203,981		82,954
Ryder System, Inc.	183,138		9,748
Union Pacific Corp.	1,730,453		190,782
			362,504
Trading Companies & Distributors - 0.2%
Fastenal Co. (d)	1,057,464		55,707
W.W. Grainger, Inc. (d)	217,367		45,154
			100,861
TOTAL INDUSTRIALS			4,769,354
INFORMATION TECHNOLOGY - 19.9%
Communications Equipment - 2.1%
Cisco Systems, Inc.	19,257,139		382,832
F5 Networks, Inc. (a)(d)	284,724		35,579
Harris Corp.	414,827		18,099
JDS Uniphase Corp. (a)(d)	820,792		10,703
Juniper Networks, Inc. (a)(d)	1,884,238		42,885
Motorola Mobility Holdings, Inc. (a)	944,205		37,485
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Motorola Solutions, Inc.	1,026,184		$ 51,104
QUALCOMM, Inc.	6,021,318		374,406
			953,093
Computers & Peripherals - 5.4%
Apple, Inc. (a)	3,329,280		1,805,931
Dell, Inc. (a)(d)	5,470,056		94,632
EMC Corp. (a)(d)	7,307,427		202,343
Hewlett-Packard Co.	7,117,609		180,147
Lexmark International, Inc. Class A	257,199		9,485
NetApp, Inc. (a)(d)	1,284,579		55,237
SanDisk Corp. (a)(d)	860,776		42,574
Western Digital Corp. (a)	837,470		32,871
			2,423,220
Electronic Equipment & Components - 0.5%
Amphenol Corp. Class A	593,702		33,224
Corning, Inc.	5,629,628		73,410
FLIR Systems, Inc.	558,783		14,623
Jabil Circuit, Inc. (d)	656,279		16,952
Molex, Inc. (d)	491,190		13,311
TE Connectivity Ltd.	1,520,446		55,572
			207,092
Internet Software & Services - 1.8%
Akamai Technologies, Inc. (a)	642,748		23,139
eBay, Inc. (a)	4,115,642		147,093
Google, Inc. Class A (a)	904,965		559,495
VeriSign, Inc. (d)	569,801		21,054
Yahoo!, Inc. (a)	4,442,934		65,889
			816,670
IT Services - 3.8%
Accenture PLC Class A (d)	2,295,834		136,694
Automatic Data Processing, Inc.	1,750,588		95,092
Cognizant Technology Solutions Corp. Class A (a)	1,082,227		76,784
Computer Sciences Corp. (d)	555,451		17,641
Fidelity National Information Services, Inc.	868,926		27,571
Fiserv, Inc. (a)(d)	504,577		33,453
IBM Corp.	4,221,984		830,591
MasterCard, Inc. Class A	381,897		160,397
Paychex, Inc. (d)	1,155,314		36,161
SAIC, Inc. (a)(d)	989,413		12,091
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - continued
Teradata Corp. (a)	599,652		$ 39,907
The Western Union Co.	2,217,843		38,746
Total System Services, Inc.	580,700		12,706
Visa, Inc. Class A	1,821,805		212,003
			1,729,837
Office Electronics - 0.1%
Xerox Corp.	4,968,629		40,892
Semiconductors & Semiconductor Equipment - 2.4%
Advanced Micro Devices, Inc. (a)(d)	2,097,044		15,413
Altera Corp.	1,149,378		44,194
Analog Devices, Inc.	1,067,340		41,850
Applied Materials, Inc.	4,676,984		57,246
Broadcom Corp. Class A	1,737,700		64,556
First Solar, Inc. (a)(d)	210,519		6,800
Intel Corp. (d)	18,240,296		490,299
KLA-Tencor Corp. (d)	597,015		28,896
Linear Technology Corp.	815,895		27,316
LSI Corp. (a)	2,018,500		17,359
Microchip Technology, Inc. (d)	684,660		24,696
Micron Technology, Inc. (a)(d)	3,537,632		30,247
Novellus Systems, Inc. (a)(d)	238,532		11,087
NVIDIA Corp. (a)(d)	2,187,449		33,140
Teradyne, Inc. (a)(d)	659,316		10,826
Texas Instruments, Inc. (d)	4,093,140		136,506
Xilinx, Inc. (d)	940,178		34,721
			1,075,152
Software - 3.8%
Adobe Systems, Inc. (a)(d)	1,758,461		57,836
Autodesk, Inc. (a)	812,431		30,751
BMC Software, Inc. (a)	609,674		22,826
CA, Inc. (d)	1,325,552		35,830
Citrix Systems, Inc. (a)	668,064		49,931
Electronic Arts, Inc. (a)(d)	1,187,213		19,387
Intuit, Inc. (d)	1,064,790		61,587
Microsoft Corp.	26,818,974		851,234
Oracle Corp.	14,094,997		412,561
Red Hat, Inc. (a)(d)	690,778		34,166
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
salesforce.com, Inc. (a)(d)	487,172		$ 69,744
Symantec Corp. (a)(d)	2,640,627		47,109
			1,692,962
TOTAL INFORMATION TECHNOLOGY			8,938,918
MATERIALS - 3.5%
Chemicals - 2.3%
Air Products & Chemicals, Inc.	753,913		68,033
Airgas, Inc.	244,745		20,150
CF Industries Holdings, Inc. (d)	234,229		43,567
Dow Chemical Co. (d)	4,233,426		141,862
E.I. du Pont de Nemours & Co.	3,309,614		168,294
Eastman Chemical Co.	492,821		26,676
Ecolab, Inc.	1,075,171		64,510
FMC Corp. (d)	252,266		24,967
International Flavors & Fragrances, Inc. (d)	289,788		16,527
Monsanto Co.	1,917,914		148,408
PPG Industries, Inc.	553,161		50,476
Praxair, Inc.	1,073,785		117,043
Sherwin-Williams Co.	308,501		31,822
Sigma Aldrich Corp. (d)	431,427		30,972
The Mosaic Co.	1,066,557		61,594
			1,014,901
Construction Materials - 0.0%
Vulcan Materials Co.	462,932		20,628
Containers & Packaging - 0.1%
Ball Corp.	582,611		23,351
Bemis Co., Inc. (d)	368,886		11,572
Owens-Illinois, Inc. (a)	588,350		14,062
Sealed Air Corp.	687,845		13,502
			62,487
Metals & Mining - 0.9%
Alcoa, Inc. (d)	3,812,495		38,773
Allegheny Technologies, Inc.	380,997		16,714
Cliffs Natural Resources, Inc. (d)	512,289		32,520
Freeport-McMoRan Copper & Gold, Inc.	3,395,557		144,515
Newmont Mining Corp. (d)	1,772,500		105,287
Nucor Corp. (d)	1,134,481		49,384
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - continued
Titanium Metals Corp.	294,935		$ 4,324
United States Steel Corp. (d)	515,822		14,041
			405,558
Paper & Forest Products - 0.2%
International Paper Co.	1,565,653		55,033
MeadWestvaco Corp. (d)	611,619		18,520
			73,553
TOTAL MATERIALS			1,577,127
TELECOMMUNICATION SERVICES - 2.7%
Diversified Telecommunication Services - 2.6%
AT&T, Inc. (d)	21,227,808		649,359
CenturyLink, Inc.	2,212,355		89,047
Frontier Communications Corp. (d)	3,564,692		16,362
Verizon Communications, Inc. (d)	10,141,386		386,488
Windstream Corp. (d)	2,087,673		25,219
			1,166,475
Wireless Telecommunication Services - 0.1%
MetroPCS Communications, Inc. (a)(d)	1,051,112		10,826
Sprint Nextel Corp. (a)(d)	10,731,463		26,507
			37,333
TOTAL TELECOMMUNICATION SERVICES			1,203,808
UTILITIES - 3.4%
Electric Utilities - 1.8%
American Electric Power Co., Inc.	1,729,862		65,060
Duke Energy Corp. (d)	4,774,047		99,873
Edison International	1,167,103		48,867
Entergy Corp.	630,874		42,035
Exelon Corp. (d)	2,375,010		92,792
FirstEnergy Corp.	1,498,111		66,351
NextEra Energy, Inc.	1,513,586		90,074
Northeast Utilities	634,155		22,766
Pepco Holdings, Inc.	812,990		15,805
Pinnacle West Capital Corp. (d)	391,103		18,394
PPL Corp.	2,071,552		59,143
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Electric Utilities - continued
Progress Energy, Inc.	1,056,752		$ 56,092
Southern Co. (d)	3,087,554		136,439
			813,691
Gas Utilities - 0.1%
AGL Resources, Inc.	418,144		16,671
ONEOK, Inc.	368,922		30,488
			47,159
Independent Power Producers & Energy Traders - 0.2%
Constellation Energy Group, Inc.	722,032		26,181
NRG Energy, Inc. (a)(d)	823,776		14,087
The AES Corp. (a)	2,309,556		31,318
			71,586
Multi-Utilities - 1.3%
Ameren Corp.	867,739		27,828
CenterPoint Energy, Inc.	1,525,755		29,737
CMS Energy Corp. (d)	902,676		19,326
Consolidated Edison, Inc. (d)	1,049,229		60,960
Dominion Resources, Inc.	2,040,430		102,981
DTE Energy Co.	606,282		32,733
Integrys Energy Group, Inc.	279,100		14,522
NiSource, Inc. (d)	1,006,982		24,168
PG&E Corp. (d)	1,453,932		60,600
Public Service Enterprise Group, Inc.	1,812,227		55,780
SCANA Corp.	413,345		18,601
Sempra Energy (d)	858,494		50,857
TECO Energy, Inc. (d)	772,909		13,874
Wisconsin Energy Corp. (d)	828,437		28,233
Xcel Energy, Inc.	1,737,184		46,018
			586,218
TOTAL UTILITIES			1,518,654
TOTAL COMMON STOCKS (Cost $30,913,667)		44,295,309

U.S. Treasury Obligations - 0.1%
	Principal Amount (000s)	Value (000s)
U.S. Treasury Bills, yield at date of purchase 0.02% to 0.09% 3/1/12 to 7/19/12 (e) (Cost $63,991)	$ 64,000	$ 63,988

Money Market Funds - 10.4%
	Shares
Fidelity Cash Central Fund, 0.12% (b)	537,577,174		537,577
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	4,117,603,100		4,117,603
TOTAL MONEY MARKET FUNDS (Cost $4,655,180)		4,655,180
TOTAL INVESTMENT PORTFOLIO - 109.0% (Cost $35,632,838)			49,014,477
NET OTHER ASSETS (LIABILITIES) - (9.0)%			(4,032,442)
NET ASSETS - 100%		$ 44,982,035

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Equity Index Contracts
205 CME E-mini S&P 500 Index Contracts	March 2012	$ 13,985	$ 956
1,975 CME S&P 500 Index Contracts	March 2012	673,673	26,285
TOTAL EQUITY INDEX CONTRACTS		$ 687,658	$ 27,241

The face value of futures purchased as a percentage of net assets is 1.5%

Legend

(a) Non-income producing

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $43,791,000.

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 529
Fidelity Securities Lending Cash Central Fund	5,507
Total	$ 6,036

Other Information

The following is a summary of the inputs used, as of February 29, 2012, 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 Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 4,811,253	$ 4,811,253	$ -	$ -
Consumer Staples	4,784,223	4,784,223	-	-
Energy	5,350,732	5,350,732	-	-
Financials	6,315,878	6,315,878	-	-
Health Care	5,025,362	5,025,362	-	-
Industrials	4,769,354	4,769,354	-	-
Information Technology	8,938,918	8,938,918	-	-
Materials	1,577,127	1,577,127	-	-
Telecommunication Services	1,203,808	1,203,808	-	-
Utilities	1,518,654	1,518,654	-	-
U.S. Government and Government Agency Obligations	63,988	-	63,988	-
Money Market Funds	4,655,180	4,655,180	-	-
Total Investments in Securities:	$ 49,014,477	$ 48,950,489	$ 63,988	$ -
Derivative Instruments:
Assets
Futures Contracts	$ 27,241	$ 27,241	$ -	$ -

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by risk exposure as of February 29, 2012. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Risk Exposure / Derivative Type	Value (000s)
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ 27,241	$ -
Total Equity Risk	$ 27,241	$ -

(a) Reflects cumulative appreciation/(depreciation) on futures contracts as disclosed on the Schedule of Investments. Only the period end variation margin is separately disclosed on the Statement of Assets and Liabilities.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	February 29, 2012

Assets
Investment in securities, at value (including securities loaned of $3,992,982) - See accompanying schedule: Unaffiliated issuers (cost $30,977,658)	$ 44,359,297
Fidelity Central Funds (cost $4,655,180)	4,655,180
Total Investments (cost $35,632,838)		$ 49,014,477
Receivable for fund shares sold		38,208
Dividends receivable		106,345
Distributions receivable from Fidelity Central Funds		620
Receivable from investment adviser for expense reductions		444
Other receivables		966
Total assets		49,161,060

Liabilities
Payable for investments purchased	$ 17,037
Payable for fund shares redeemed	37,126
Accrued management fee	924
Payable for daily variation margin on futures contracts	3,577
Other affiliated payables	1,792
Other payables and accrued expenses	966
Collateral on securities loaned, at value	4,117,603
Total liabilities		4,179,025

Net Assets		$ 44,982,035
Net Assets consist of:
Paid in capital		$ 33,787,549
Undistributed net investment income		145,444
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(2,359,838)
Net unrealized appreciation (depreciation) on investments		13,408,880
Net Assets		$ 44,982,035

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	February 29, 2012

Investor Class: Net Asset Value, offering price and redemption price per share ($13,406,560 ÷ 276,471 shares)		$ 48.49

Fidelity Advantage Class: Net Asset Value, offering price and redemption price per share ($16,229,909 ÷ 334,671 shares)		$ 48.50

Institutional Class: Net Asset Value, offering price and redemption price per share ($14,629,077 ÷ 301,644 shares)		$ 48.50

Fidelity Advantage Institutional Class: Net Asset Value, offering price and redemption price per share ($716,489 ÷ 14,773 shares)		$ 48.50

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended February 29, 2012

Investment Income
Dividends		$ 869,529
Interest		45
Income from Fidelity Central Funds		6,036
Total income		875,610

Expenses
Management fee	$ 10,435
Transfer agent fees	23,232
Independent trustees' compensation	247
Appreciation in deferred trustee compensation account	1
Interest	1
Miscellaneous	121
Total expenses before reductions	34,037
Expense reductions	(445)	33,592
Net investment income (loss)		842,018
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	285,259
Foreign currency transactions	(4)
Futures contracts	61,070
Total net realized gain (loss)		346,325
Change in net unrealized appreciation (depreciation) on: Investment securities	945,132
Futures contracts	2,193
Total change in net unrealized appreciation (depreciation)		947,325
Net gain (loss)		1,293,650
Net increase (decrease) in net assets resulting from operations		$ 2,135,668

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended February 29, 2012	Year ended February 28, 2011
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 842,018	$ 746,160
Net realized gain (loss)	346,325	21,128
Change in net unrealized appreciation (depreciation)	947,325	7,199,174
Net increase (decrease) in net assets resulting from operations	2,135,668	7,966,462
Distributions to shareholders from net investment income	(823,248)	(728,488)
Share transactions - net increase (decrease)	194,063	115,947
Total increase (decrease) in net assets	1,506,483	7,353,921

Net Assets
Beginning of period	43,475,552	36,121,631
End of period (including undistributed net investment income of $145,444 and undistributed net investment income of $127,154, respectively)	$ 44,982,035	$ 43,475,552

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

Annual Report

Financial Highlights - Investor Class

Years ended February 28,	2012 ^G	2011	2010	2009	2008 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 47.09	$ 39.19	$ 26.10	$ 47.20	$ 49.94
Income from Investment Operations
Net investment income (loss) ^B	.89	.81	.75	.95	.99
Net realized and unrealized gain (loss)	1.40	7.88	13.12	(21.09)	(2.71)
Total from investment operations	2.29	8.69	13.87	(20.14)	(1.72)
Distributions from net investment income	(.89)	(.79)	(.78)	(.96)	(.97)
Distributions from net realized gain	-	-	-	-	(.05)
Total distributions	(.89)	(.79)	(.78)	(.96)	(1.02)
Net asset value, end of period	$ 48.49	$ 47.09	$ 39.19	$ 26.10	$ 47.20
Total Return ^A	5.04%	22.47%	53.68%	(43.35)%	(3.66)%
Ratios to Average Net Assets ^{C, E}
Expenses before reductions	.10%	.10%	.10%	.10%	.10%
Expenses net of fee waivers, if any	.10%	.10%	.10%	.10%	.10%
Expenses net of all reductions	.10%	.10%	.10%	.10%	.09%
Net investment income (loss)	1.96%	1.94%	2.14%	2.36%	1.90%
Supplemental Data
Net assets, end of period (in millions)	$ 13,407	$ 27,881	$ 23,666	$ 11,363	$ 20,102
Portfolio turnover rate ^D	5% ^F	4%	11% ^F	8%	7%

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

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

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

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

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

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

^G For the year ended February 29.

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

Annual Report

Financial Highlights - Fidelity Advantage Class

Years ended February 28,	2012 ^G	2011	2010	2009	2008 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 47.10	$ 39.19	$ 26.11	$ 47.20	$ 49.94
Income from Investment Operations
Net investment income (loss) ^B	.90	.82	.77	.96	1.00
Net realized and unrealized gain (loss)	1.40	7.89	13.10	(21.08)	(2.70)
Total from investment operations	2.30	8.71	13.87	(20.12)	(1.70)
Distributions from net investment income	(.90)	(.80)	(.79)	(.97)	(.99)
Distributions from net realized gain	-	-	-	-	(.05)
Total distributions	(.90)	(.80)	(.79)	(.97)	(1.04)
Net asset value, end of period	$ 48.50	$ 47.10	$ 39.19	$ 26.11	$ 47.20
Total Return ^A	5.07%	22.53%	53.67%	(43.31)%	(3.63)%
Ratios to Average Net Assets ^{C, E}
Expenses before reductions	.07%	.07%	.07%	.07%	.07%
Expenses net of fee waivers, if any	.07%	.07%	.07%	.07%	.07%
Expenses net of all reductions	.07%	.07%	.07%	.07%	.06%
Net investment income (loss)	1.99%	1.97%	2.17%	2.39%	1.92%
Supplemental Data
Net assets, end of period (in millions)	$ 16,230	$ 15,595	$ 12,455	$ 3,667	$ 6,304
Portfolio turnover rate ^D	5% ^F	4%	11% ^F	8%	7%

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

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

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

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

^G For the year ended February 29.

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

Annual Report

Financial Highlights - Institutional Class

Years ended February 28,	2012 ^{G, J}
Selected Per-Share Data
Net asset value, beginning of period	$ 47.74
Income from Investment Operations
Net investment income (loss) ^D	.79
Net realized and unrealized gain (loss)	.68
Total from investment operations	1.47
Distributions from net investment income	(.71)
Net asset value, end of period	$ 48.50
Total Return ^{B, C}	3.25%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.05% ^A
Expenses net of fee waivers, if any	.05% ^A
Expenses net of all reductions	.05% ^A
Net investment income (loss)	2.19% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 14,629
Portfolio turnover rate ^F	5% ^I

^A Annualized

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

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

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

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

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

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

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

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

^J For the year ended February 29.

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

Annual Report

Financial Highlights - Fidelity Advantage Institutional Class

Years ended February 28,	2012 ^{G, J}
Selected Per-Share Data
Net asset value, beginning of period	$ 47.74
Income from Investment Operations
Net investment income (loss) ^D	.81
Net realized and unrealized gain (loss)	.67
Total from investment operations	1.48
Distributions from net investment income	(.72)
Net asset value, end of period	$ 48.50
Total Return ^{B, C}	3.27%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.03% ^{A, K}
Expenses net of fee waivers, if any	.03% ^{A, K}
Expenses net of all reductions	.03% ^{A, K}
Net investment income (loss)	2.24% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 716
Portfolio turnover rate ^F	5% ^I

^A Annualized

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

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

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

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

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

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

^J For the year ended February 29.

^K Amount represents .025%

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

Annual Report

Notes to Financial Statements

For the period ended February 29, 2012

(Amounts in thousands except percentages)

1. Organization.

Spartan 500 Index Fund (the Fund) is a fund of Fidelity Concord Street Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Investor Class, Fidelity Advantage Class, Institutional Class and Fidelity Advantage Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. The Fund offers conversion privileges between share classes to eligible shareholders. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

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

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

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

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of

Annual Report

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

Level 1 - quoted prices in active markets for identical investments

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

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of February 29, 2012, is included at the end of the Fund's Schedule of Investments. 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 an independent pricing service 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 significant 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 are used and are 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 are categorized as Level 3 in the hierarchy.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation - continued

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For U.S. government and government agency obligations, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

New Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update is effective during interim and annual periods beginning after December 15, 2011 and will result in additional disclosure for transfers between levels as well as expanded disclosure for securities categorized as Level 3 under the fair value hierarchy.

In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for interim and annual reporting periods beginning on or after January 1, 2013. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

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

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. As of February 29, 2012, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to futures transactions, market discount, foreign currency transactions, redemptions in kind, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 17,911,187
Gross unrealized depreciation	(4,611,597)
Net unrealized appreciation (depreciation) on securities and other investments	$ 13,299,590

Tax Cost	$ 35,714,887

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

Undistributed ordinary income	$ 146,411
Capital loss carryforward	$ (2,250,548)
Net unrealized appreciation (depreciation)	$ 13,299,590

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. Capital loss carryforwards were as follows:

Fiscal year of expiration
2016	$ (529,693)
2017	(854,750)
2019	(792,074)
Total with expiration	(2,176,517)
No expiration
Long-term	(74,031)
Total capital loss carryforward	$ (2,250,548)

The tax character of distributions paid was as follows:

	February 29, 2012	February 28, 2011
Ordinary Income	$ 823,248	$ 728,488

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund used derivative instruments (derivatives), including futures contracts, in order to meet its investment objectives. The strategy is to use derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

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

Equity Risk

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts is minimal because of the protection provided by the exchange on which they trade. Derivatives involve, to varying degrees, risk of loss in excess of the amounts recognized in the Statement of Assets and Liabilities.

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

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

The underlying face amount at value of open futures contracts at period end, if any, is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end and is representative of activity for the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

During the period the Fund recognized net realized gain (loss) of $61,070 and a change in net unrealized appreciation (depreciation) of $2,193 related to its investment in futures contracts. These amounts are included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,985,941 and $2,215,730, respectively.

Securities delivered through in-kind redemptions totaled $322,676. Realized gain of $222,317 on securities delivered through in-kind redemptions is included in the accompanying Statement of Operations as realized gain or loss on investment securities and is not taxable to the Fund.

Annual Report

6. Fees and Other Transactions with Affiliates.

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

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

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

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

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

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

	Amount
Investor Class	$ 15,333
Fidelity Advantage Class	6,005
Institutional Class	1,894
	$ 23,232

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 23,828	.37%	$ 1

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $123 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $5,507.

Annual Report

9. Expense Reductions.

Effective February 1, 2012, FMR contractually agreed to reimburse the Fund to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement. This reimbursement will remain in place through April 30, 2013.

	Expense Limitations	Reimbursement from adviser
Investor Class	.095%	$ 126
Fidelity Advantage Class	.060%	163
Institutional Class	.040%	151
Fidelity Advantage Institutional Class	.020%	4

In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's management fee by $1.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Year Ended February 29, 2012 ^A	Year Ended February 28, 2011
From net investment income
Investor Class	$ 405,868	$ 471,739
Fidelity Advantage Class	264,009	256,749
Institutional Class	146,405	-
Fidelity Advantage Institutional Class	6,966	-
Total	$ 823,248	$ 728,488

^A Distributions for Institutional Class and Fidelity Advantage Institutional Class are for the period May 4, 2011 (commencement of sale of shares) to February 29, 2012.

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Year Ended February 29, 2012 ^A	Year Ended February 28, 2011	Year Ended February 29, 2012 ^A	Year Ended February 28, 2011
Investor Class
Shares sold	94,578	121,986	$ 4,269,471	$ 5,163,968
Reinvestment of distributions	8,848	11,222	397,869	463,897
Shares redeemed	(418,995)	(145,105)	(19,074,702)	(6,039,234)
Net increase (decrease)	(315,569)	(11,897)	$ (14,407,362)	$ (411,369)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

11. Share Transactions - continued

	Shares		Dollars
	Year Ended February 29, 2012 ^A	Year Ended February 28, 2011	Year Ended February 29, 2012 ^A	Year Ended February 28, 2011
Fidelity Advantage Class
Shares sold	133,837	67,796	$ 6,254,732	$ 2,795,107
Issued in exchange for shares of Congress Street	983	-	45,955	-
Issued in exchange of shares of Exchange	3,818	-	178,445	-
Reinvestment of distributions	5,335	5,731	238,952	237,051
Shares redeemed	(140,424)	(60,230)	(6,301,502)	(2,504,842)
Net increase (decrease)	3,549	13,297	$ 416,582	$ 527,316
Institutional Class
Shares sold	335,470	-	$ 15,034,791	$ -
Reinvestment of distributions	3,423	-	146,405	-
Shares redeemed	(37,249)	-	(1,658,626)	-
Net increase (decrease)	301,644	-	$ 13,522,570	$ -
Fidelity Advantage Institutional Class
Shares sold	16,270	-	$ 729,075	$ -
Reinvestment of distributions	166	-	6,966	-
Shares redeemed	(1,663)	-	(73,768)	-
Net increase (decrease)	14,773	-	$ 662,273	$ -

^AShare transactions for Institutional Class and Fidelity Advantage Institutional Class are for the period May 4, 2011 (commencement of sale of shares) to February 29, 2012.

12. Other.

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

Annual Report

13. Merger Information.

On April 15, 2011 the Fund acquired all of the assets and assumed all of the liabilities of the Fidelity Congress Street Fund and Fidelity Exchange Fund ("Target Funds") pursuant to an agreement and plan of reorganization approved by the Board of Trustees on October 13, 2010. The reorganization provides shareholders of the Target Funds access to a larger more diversified portfolio with similar investment strategies and lower expenses. The acquisition was accomplished by an exchange of 4,801 shares then outstanding of Fidelity Advantage Class of the Fund for 99 shares then outstanding (valued at $465.09 per share) of Fidelity Congress Street Fund, and 551 shares then outstanding (valued at $323.88 per share) of Fidelity Exchange Street Fund. The reorganization qualified as a tax-free reorganization for federal income tax purposes with no gain or loss recognized to the funds or their shareholders. Fidelity Congress Street Fund's net assets, including securities of $45,976 with unrealized appreciation of $32,369, and net other liabilities of $21, and Fidelity Exchange Street Fund's net assets, including securities of $178,427 with unrealized appreciation of $150,195, and net other assets of $18, were combined with the Fund's net assets of $43,105,406 for total net assets after the acquisition of $43,329,806.

Pro forma results of operations of the combined entity for the entire period ended February 29, 2012, as though the acquisition had occurred as of the beginning of the year (rather than on the actual acquisition date), are as follows:

Net investment income (loss)	$ 842,404
Total net realized gain (loss)	348,278
Total change in net unrealized appreciation (depreciation)	944,457
Net increase (decrease) in net assets resulting from operations	$ 2,135,139

Because the combined investment portfolios have been managed as a single portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings of the acquired funds that have been included in the Fund's accompanying Statement of Operations since April 15, 2011.

Annual Report

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Spartan 500 Index Fund (a fund of Fidelity Concord Street Trust) at February 29, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Spartan 500 Index Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 17, 2012

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 226 funds advised by FMR or an affiliate. Mr. Curvey oversees 430 funds advised by FMR or an affiliate.

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

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

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

Annual Report

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

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

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

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (76)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (55)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (63)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (58)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (68)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (67)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Robert W. Selander (61)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (67)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (72)
	Year of Election or Appointment: 2001 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (62)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (61)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (81)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (68)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (46)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (47)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (44)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (43)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Holly C. Laurent (57)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (53)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (43)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Senior Vice President of the Fidelity Asset Management Division (2009-present) and is an employee of Fidelity Investments.
Joseph F. Zambello (54)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (42)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (53)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

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

Investor Class designates 94%, 100%, 100%, and 100%; and Fidelity Advantage Class designates 92%, 99%, 99%, and 99% of the dividends distributed in April, July, October, and December, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Investor Class and Fidelity Advantage Class designate 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Geode Capital Management, LLC

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional

Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

The Fidelity Telephone
Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-8888

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) uei101418
1-800-544-5555

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

UEI-UANN-0412
1.790915.108

Spartan®

500 Index

Fund -

Institutional Class

Fidelity Advantage® Institutional Class

Annual Report

February 29, 2012

(Fidelity Cover Art)

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

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

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

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

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

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended February 29, 2012	Past 1 year	Past 5 years	Past 10 years
Institutional Class ^A	5.08%	1.57%	4.11%
Fidelity Advantage® Institutional Class ^B	5.10%	1.57%	4.11%

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

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

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Spartan® 500 Index Fund - Institutional Class on February 28, 2002. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period. The initial offering of Institutional Class took place on May 4, 2011. See above for additional information regarding the performance of Institutional Class.

hfi101401

Annual Report

Management's Discussion of Fund Performance

Comments from James Francis, Senior Portfolio Manager of the Geode Capital Management, LLC, investment management team for Spartan® 500 Index Fund: For the year, the fund's Institutional Class and Fidelity Advantage® Institutional Class shares returned 5.08% and 5.10%, respectively, in line with the benchmark S&P 500®. Several leading contributors were technology stocks. Topping the list was Apple, a consumer products and personal computer manufacturer whose price rose about 54% during the past 12 months amid strong sales. Computer-services company International Business Machines also added value, as did software giant Microsoft and semiconductor manufacturer Intel. Elsewhere, tobacco producer Philip Morris International and restaurant giant McDonald's performed well among consumer staples stocks, while in health care, drugmakers Merck and Pfizer contributed. In contrast, several financials stocks represented the most significant detractors. The biggest laggard was diversified financials company Bank of America, whose stock price declined 44% during the 12-month period. Several other diversified financials firms disappointed, including Citigroup, JPMorgan Chase and Goldman Sachs Group. Other notable detractors included computer and peripherals company Hewlett-Packard, oil-field services firm Schlumberger and specialty glass maker Corning.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (September 1, 2011 to February 29, 2012).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value September 1, 2011	Ending Account Value February 29, 2012	Expenses Paid During Period* September 1, 2011 to February 29, 2012
Investor Class	.100%
Actual		$ 1,000.00	$ 1,132.50	$ .53**
Hypothetical^A		$ 1,000.00	$ 1,024.37	$ .50**
Fidelity Advantage Class	.070%
Actual		$ 1,000.00	$ 1,132.90	$ .37**
Hypothetical^A		$ 1,000.00	$ 1,024.52	$ .35**
Institutional Class	.050%
Actual		$ 1,000.00	$ 1,133.00	$ .27**
Hypothetical^A		$ 1,000.00	$ 1,024.61	$ .25**
Fidelity Advantage Institutional Class	.024%
Actual		$ 1,000.00	$ 1,133.10	$ .13**
Hypothetical^A		$ 1,000.00	$ 1,024.76	$ .12**

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

	Annualized Expense Ratio	Expenses Paid
Investor Class	.095%
Actual		$ .50
Hypothetical^A		$ .48
Fidelity Advantage Class	.060%
Actual		$ .32
Hypothetical^A		$ .30
Institutional Class	.040%
Actual		$ .21
Hypothetical^A		$ .20
Fidelity Advantage Institutional Class	.020%
Actual		$ .11
Hypothetical^A		$ .10

^A 5% return per year before expenses

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of February 29, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	4.0	3.1
Exxon Mobil Corp.	3.3	3.2
Microsoft Corp.	1.9	1.7
IBM Corp.	1.8	1.8
Chevron Corp.	1.7	1.8
General Electric Co.	1.6	1.5
Procter & Gamble Co.	1.5	1.6
AT&T, Inc.	1.4	1.5
Johnson & Johnson	1.4	1.6
Wells Fargo & Co.	1.3	1.2
	19.9
Market Sectors as of February 29, 2012
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	19.9	18.4
Financials	14.0	14.0
Energy	11.9	12.2
Health Care	11.2	11.7
Consumer Discretionary	10.7	10.5
Consumer Staples	10.6	11.2
Industrials	10.6	10.4
Materials	3.5	3.5
Utilities	3.4	3.6
Telecommunication Services	2.7	3.0

Annual Report

Investments February 29, 2012

Showing Percentage of Net Assets

Common Stocks - 98.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 10.7%
Auto Components - 0.3%
BorgWarner, Inc. (a)(d)	393,033		$ 32,559
Johnson Controls, Inc.	2,437,229		79,527
The Goodyear Tire & Rubber Co. (a)	875,319		11,257
			123,343
Automobiles - 0.4%
Ford Motor Co.	13,612,520		168,523
Harley-Davidson, Inc. (d)	832,387		38,773
			207,296
Distributors - 0.1%
Genuine Parts Co.	557,571		34,949
Diversified Consumer Services - 0.1%
Apollo Group, Inc. Class A (non-vtg.) (a)(d)	416,313		17,752
DeVry, Inc.	216,897		7,706
H&R Block, Inc. (d)	1,049,222		17,102
			42,560
Hotels, Restaurants & Leisure - 1.9%
Carnival Corp. unit	1,620,982		49,100
Chipotle Mexican Grill, Inc. (a)(d)	112,106		43,746
Darden Restaurants, Inc. (d)	472,213		24,078
International Game Technology	1,066,047		16,012
Marriott International, Inc. Class A (d)	960,377		33,882
McDonald's Corp.	3,665,318		363,893
Starbucks Corp.	2,670,132		129,662
Starwood Hotels & Resorts Worldwide, Inc. (d)	688,368		37,103
Wyndham Worldwide Corp.	546,700		24,049
Wynn Resorts Ltd.	283,681		33,628
Yum! Brands, Inc.	1,649,565		109,267
			864,420
Household Durables - 0.2%
D.R. Horton, Inc. (d)	996,282		14,287
Harman International Industries, Inc.	251,127		12,338
Leggett & Platt, Inc.	498,392		11,279
Lennar Corp. Class A (d)	576,106		13,469
Newell Rubbermaid, Inc.	1,037,032		18,978
PulteGroup, Inc. (a)(d)	1,206,636		10,643
Whirlpool Corp.	273,816		20,692
			101,686
Internet & Catalog Retail - 0.9%
Amazon.com, Inc. (a)(d)	1,303,197		234,171
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - continued
Expedia, Inc.	339,567		$ 11,562
Netflix, Inc. (a)(d)	198,311		21,959
Priceline.com, Inc. (a)	178,330		111,816
TripAdvisor, Inc. (a)	339,567		10,944
			390,452
Leisure Equipment & Products - 0.1%
Hasbro, Inc.	415,839		14,687
Mattel, Inc. (d)	1,213,080		39,352
			54,039
Media - 3.2%
Cablevision Systems Corp. - NY Group Class A (d)	790,821		11,253
CBS Corp. Class B	2,344,200		70,092
Comcast Corp. Class A	9,760,783		286,772
DIRECTV (a)(d)	2,527,498		117,074
Discovery Communications, Inc. (a)(d)	946,662		44,162
Gannett Co., Inc.	853,582		12,667
Interpublic Group of Companies, Inc.	1,651,990		19,361
McGraw-Hill Companies, Inc.	995,837		46,346
News Corp. Class A	7,855,489		156,089
Omnicom Group, Inc.	988,222		48,858
Scripps Networks Interactive, Inc. Class A	348,410		15,748
The Walt Disney Co. (d)	6,435,375		270,221
Time Warner Cable, Inc.	1,143,106		90,694
Time Warner, Inc.	3,585,314		133,410
Viacom, Inc. Class B (non-vtg.)	1,978,105		94,197
Washington Post Co. Class B (d)	17,419		6,861
			1,423,805
Multiline Retail - 0.8%
Big Lots, Inc. (a)(d)	234,817		10,297
Dollar Tree, Inc. (a)	426,365		37,738
Family Dollar Stores, Inc.	420,504		22,703
JCPenney Co., Inc. (d)	511,966		20,274
Kohl's Corp.	907,827		45,101
Macy's, Inc.	1,503,869		57,102
Nordstrom, Inc.	579,509		31,073
Sears Holdings Corp. (a)(d)	137,830		9,601
Target Corp.	2,405,760		136,383
			370,272
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - 2.0%
Abercrombie & Fitch Co. Class A (d)	307,925		$ 14,100
AutoNation, Inc. (a)(d)	160,767		5,479
AutoZone, Inc. (a)(d)	100,019		37,455
Bed Bath & Beyond, Inc. (a)(d)	859,963		51,374
Best Buy Co., Inc. (d)	1,051,214		25,965
CarMax, Inc. (a)(d)	811,106		24,893
GameStop Corp. Class A (d)	495,769		11,294
Gap, Inc. (d)	1,242,793		29,032
Home Depot, Inc.	5,522,125		262,687
Limited Brands, Inc.	881,102		40,998
Lowe's Companies, Inc.	4,486,859		127,337
O'Reilly Automotive, Inc. (a)	459,691		39,763
Ross Stores, Inc.	828,185		44,167
Staples, Inc. (d)	2,505,436		36,730
Tiffany & Co., Inc.	454,782		29,565
TJX Companies, Inc.	2,701,941		98,918
Urban Outfitters, Inc. (a)(d)	397,746		11,292
			891,049
Textiles, Apparel & Luxury Goods - 0.7%
Coach, Inc.	1,045,364		78,235
NIKE, Inc. Class B	1,328,745		143,398
Ralph Lauren Corp.	231,019		40,135
VF Corp.	312,316		45,614
			307,382
TOTAL CONSUMER DISCRETIONARY			4,811,253
CONSUMER STAPLES - 10.6%
Beverages - 2.4%
Beam, Inc.	556,878		30,673
Brown-Forman Corp. Class B (non-vtg.)	361,308		29,501
Coca-Cola Enterprises, Inc.	1,117,687		32,301
Constellation Brands, Inc. Class A (sub. vtg.) (a)(d)	623,643		13,620
Dr Pepper Snapple Group, Inc.	767,945		29,220
Molson Coors Brewing Co. Class B	564,292		24,795
PepsiCo, Inc.	5,600,365		352,487
The Coca-Cola Co.	8,135,889		568,373
			1,080,970
Food & Staples Retailing - 2.2%
Costco Wholesale Corp.	1,552,377		133,598
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - continued
CVS Caremark Corp.	4,662,631		$ 210,285
Kroger Co.	2,139,069		50,888
Safeway, Inc. (d)	1,217,572		26,117
SUPERVALU, Inc. (d)	760,236		4,964
Sysco Corp. (d)	2,113,120		62,168
Wal-Mart Stores, Inc.	6,256,563		369,638
Walgreen Co.	3,185,583		105,634
Whole Foods Market, Inc.	572,266		46,205
			1,009,497
Food Products - 1.8%
Archer Daniels Midland Co. (d)	2,392,807		74,656
Campbell Soup Co. (d)	642,422		21,406
ConAgra Foods, Inc. (d)	1,484,789		38,976
Dean Foods Co. (a)	658,037		8,068
General Mills, Inc.	2,304,958		88,303
H.J. Heinz Co. (d)	1,147,129		60,465
Hershey Co.	548,361		33,286
Hormel Foods Corp. (d)	494,040		14,065
Kellogg Co.	887,704		46,471
Kraft Foods, Inc. Class A	6,328,756		240,936
McCormick & Co., Inc. (non-vtg.) (d)	475,243		23,976
Mead Johnson Nutrition Co. Class A	729,199		56,695
Sara Lee Corp.	2,116,132		42,852
The J.M. Smucker Co.	407,791		30,715
Tyson Foods, Inc. Class A	1,046,467		19,789
			800,659
Household Products - 2.1%
Clorox Co. (d)	472,503		31,946
Colgate-Palmolive Co. (d)	1,733,756		161,551
Kimberly-Clark Corp. (d)	1,411,714		102,886
Procter & Gamble Co.	9,855,635		665,452
			961,835
Personal Products - 0.2%
Avon Products, Inc.	1,543,100		28,841
Estee Lauder Companies, Inc. Class A	800,222		46,845
			75,686
Tobacco - 1.9%
Altria Group, Inc. (d)	7,366,412		221,729
Lorillard, Inc.	483,625		63,394
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Tobacco - continued
Philip Morris International, Inc. (d)	6,222,126		$ 519,672
Reynolds American, Inc.	1,211,084		50,781
			855,576
TOTAL CONSUMER STAPLES			4,784,223
ENERGY - 11.9%
Energy Equipment & Services - 2.0%
Baker Hughes, Inc. (d)	1,563,486		78,612
Cameron International Corp. (a)(d)	878,345		48,933
Diamond Offshore Drilling, Inc. (d)	249,008		17,050
FMC Technologies, Inc. (a)(d)	853,558		43,045
Halliburton Co.	3,296,167		120,607
Helmerich & Payne, Inc. (d)	383,813		23,528
Nabors Industries Ltd. (a)	1,030,064		22,435
National Oilwell Varco, Inc.	1,518,269		125,303
Noble Corp. (d)	904,266		36,333
Rowan Companies, Inc. (a)(d)	447,697		16,507
Schlumberger Ltd.	4,807,693		373,125
			905,478
Oil, Gas & Consumable Fuels - 9.9%
Alpha Natural Resources, Inc. (a)	787,378		14,614
Anadarko Petroleum Corp.	1,783,809		150,054
Apache Corp.	1,375,756		148,485
Cabot Oil & Gas Corp. (d)	748,625		26,112
Chesapeake Energy Corp. (d)	2,361,588		59,040
Chevron Corp.	7,133,790		778,439
ConocoPhillips	4,756,157		364,084
CONSOL Energy, Inc. (d)	812,509		29,104
Denbury Resources, Inc. (a)(d)	1,423,059		28,333
Devon Energy Corp.	1,446,830		106,067
El Paso Corp.	2,762,538		76,826
EOG Resources, Inc.	963,064		109,654
EQT Corp.	535,305		28,382
Exxon Mobil Corp.	17,169,979		1,485,203
Hess Corp.	1,067,517		69,303
Marathon Oil Corp.	2,520,836		85,431
Marathon Petroleum Corp.	1,277,100		53,064
Murphy Oil Corp.	693,225		44,325
Newfield Exploration Co. (a)	474,628		17,087
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Noble Energy, Inc. (d)	628,872		$ 61,409
Occidental Petroleum Corp.	2,907,948		303,503
Peabody Energy Corp.	970,310		33,844
Pioneer Natural Resources Co. (d)	438,386		48,065
QEP Resources, Inc.	633,867		21,640
Range Resources Corp.	560,341		35,683
Southwestern Energy Co. (a)(d)	1,244,366		41,139
Spectra Energy Corp. (d)	2,329,631		73,104
Sunoco, Inc.	382,419		14,773
Tesoro Corp. (a)(d)	509,474		13,516
Valero Energy Corp. (d)	2,005,025		49,103
Williams Companies, Inc.	2,111,358		63,087
WPX Energy, Inc.	703,785		12,781
			4,445,254
TOTAL ENERGY			5,350,732
FINANCIALS - 14.0%
Capital Markets - 1.9%
Ameriprise Financial, Inc. (d)	810,478		45,192
Bank of New York Mellon Corp.	4,343,827		96,042
BlackRock, Inc. Class A	358,866		71,414
Charles Schwab Corp. (d)	3,866,889		53,672
E*TRADE Financial Corp. (a)	909,479		8,758
Federated Investors, Inc. Class B (non-vtg.) (d)	330,818		6,778
Franklin Resources, Inc. (d)	521,398		61,468
Goldman Sachs Group, Inc.	1,763,537		203,054
Invesco Ltd.	1,615,531		40,017
Legg Mason, Inc.	445,612		12,205
Morgan Stanley	5,316,264		98,564
Northern Trust Corp.	863,287		38,339
State Street Corp.	1,762,240		74,419
T. Rowe Price Group, Inc. (d)	904,994		55,739
			865,661
Commercial Banks - 2.7%
BB&T Corp. (d)	2,497,187		73,043
Comerica, Inc.	711,709		21,131
Fifth Third Bancorp	3,294,784		44,842
First Horizon National Corp.	944,322		8,877
Huntington Bancshares, Inc.	3,095,244		18,092
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
KeyCorp	3,413,386		$ 27,648
M&T Bank Corp.	450,011		36,730
PNC Financial Services Group, Inc.	1,884,611		112,172
Regions Financial Corp.	4,509,483		25,975
SunTrust Banks, Inc.	1,923,603		44,166
U.S. Bancorp (d)	6,836,185		200,984
Wells Fargo & Co.	18,890,549		591,085
Zions Bancorporation (d)	660,155		12,543
			1,217,288
Consumer Finance - 0.8%
American Express Co. (d)	3,619,723		191,447
Capital One Financial Corp.	1,983,453		100,363
Discover Financial Services	1,968,881		59,086
SLM Corp.	1,822,372		28,721
			379,617
Diversified Financial Services - 3.0%
Bank of America Corp.	36,308,191		289,376
Citigroup, Inc.	10,473,154		348,965
CME Group, Inc.	237,823		68,847
IntercontinentalExchange, Inc. (a)(d)	260,253		35,905
JPMorgan Chase & Co.	13,611,324		534,108
Leucadia National Corp. (d)	709,667		20,218
Moody's Corp. (d)	699,808		27,020
NYSE Euronext	938,522		27,940
The NASDAQ Stock Market, Inc. (a)	456,967		12,037
			1,364,416
Insurance - 3.5%
ACE Ltd. (d)	1,206,553		86,522
AFLAC, Inc.	1,672,104		79,007
Allstate Corp.	1,810,245		56,896
American International Group, Inc. (a)(d)	1,564,760		45,722
Aon Corp. (d)	1,158,069		54,209
Assurant, Inc.	329,944		14,013
Berkshire Hathaway, Inc. Class B (a)	6,297,626		494,049
Cincinnati Financial Corp. (d)	580,591		20,419
Genworth Financial, Inc. Class A (a)	1,758,587		15,986
Hartford Financial Services Group, Inc.	1,596,707		33,068
Lincoln National Corp. (d)	1,080,608		26,842
Loews Corp.	1,093,832		42,813
Marsh & McLennan Companies, Inc.	1,927,081		60,125
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Insurance - continued
MetLife, Inc. (d)	3,788,601		$ 146,051
Principal Financial Group, Inc.	1,093,111		30,235
Progressive Corp. (d)	2,209,110		47,319
Prudential Financial, Inc. (d)	1,690,774		103,408
The Chubb Corp.	996,095		67,695
The Travelers Companies, Inc.	1,478,615		85,715
Torchmark Corp. (d)	365,164		17,689
Unum Group	1,047,349		24,141
XL Group PLC Class A	1,148,139		23,881
			1,575,805
Real Estate Investment Trusts - 1.9%
American Tower Corp.	1,407,873		88,105
Apartment Investment & Management Co. Class A	433,140		10,759
AvalonBay Communities, Inc. (d)	340,598		44,165
Boston Properties, Inc. (d)	528,828		53,702
Equity Residential (SBI) (d)	1,062,569		60,450
HCP, Inc. (d)	1,460,757		57,700
Health Care REIT, Inc.	744,295		40,519
Host Hotels & Resorts, Inc. (d)	2,529,835		39,921
Kimco Realty Corp. (d)	1,457,727		26,793
Plum Creek Timber Co., Inc.	577,722		22,624
Prologis, Inc.	1,641,530		55,254
Public Storage	508,590		68,187
Simon Property Group, Inc. (d)	1,052,417		142,581
Ventas, Inc.	1,031,375		57,674
Vornado Realty Trust (d)	660,892		54,015
Weyerhaeuser Co.	1,921,517		40,140
			862,589
Real Estate Management & Development - 0.1%
CBRE Group, Inc. (a)	1,161,727		21,294
Thrifts & Mortgage Finance - 0.1%
Hudson City Bancorp, Inc. (d)	1,889,500		12,943
People's United Financial, Inc. (d)	1,291,866		16,265
			29,208
TOTAL FINANCIALS			6,315,878
HEALTH CARE - 11.2%
Biotechnology - 1.2%
Amgen, Inc.	2,841,517		193,081
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Biogen Idec, Inc. (a)	870,165		$ 101,348
Celgene Corp. (a)	1,590,227		116,603
Gilead Sciences, Inc. (a)	2,690,690		122,426
			533,458
Health Care Equipment & Supplies - 1.8%
Baxter International, Inc.	2,019,852		117,414
Becton, Dickinson & Co.	769,772		58,672
Boston Scientific Corp. (a)	5,306,973		33,009
C. R. Bard, Inc. (d)	307,283		28,768
CareFusion Corp. (a)	804,604		20,767
Covidien PLC	1,728,129		90,295
DENTSPLY International, Inc. (d)	507,075		19,614
Edwards Lifesciences Corp. (a)(d)	408,633		29,883
Intuitive Surgical, Inc. (a)(d)	139,682		71,464
Medtronic, Inc. (d)	3,780,387		144,108
St. Jude Medical, Inc.	1,142,665		48,129
Stryker Corp. (d)	1,165,173		62,500
Varian Medical Systems, Inc. (a)(d)	403,200		26,309
Zimmer Holdings, Inc. (d)	641,838		38,992
			789,924
Health Care Providers & Services - 2.1%
Aetna, Inc.	1,297,813		60,686
AmerisourceBergen Corp.	925,423		34,565
Cardinal Health, Inc.	1,237,653		51,424
CIGNA Corp.	1,022,574		45,106
Coventry Health Care, Inc. (a)(d)	516,825		16,895
DaVita, Inc. (a)(d)	334,930		28,988
Express Scripts, Inc. (a)(d)	1,742,744		92,941
Humana, Inc.	585,696		51,014
Laboratory Corp. of America Holdings (a)(d)	354,991		31,910
McKesson Corp.	879,635		73,458
Medco Health Solutions, Inc. (a)	1,386,840		93,737
Patterson Companies, Inc. (d)	313,627		10,011
Quest Diagnostics, Inc. (d)	565,116		32,805
Tenet Healthcare Corp. (a)(d)	1,555,903		8,791
UnitedHealth Group, Inc.	3,818,663		212,890
WellPoint, Inc.	1,246,089		81,781
			927,002
Health Care Technology - 0.1%
Cerner Corp. (a)(d)	521,880		38,530
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Life Sciences Tools & Services - 0.4%
Agilent Technologies, Inc.	1,243,772		$ 54,253
Life Technologies Corp. (a)	638,356		30,201
PerkinElmer, Inc.	405,083		10,937
Thermo Fisher Scientific, Inc.	1,355,055		76,723
Waters Corp. (a)(d)	320,985		28,760
			200,874
Pharmaceuticals - 5.6%
Abbott Laboratories (d)	5,580,256		315,898
Allergan, Inc.	1,092,670		97,892
Bristol-Myers Squibb Co.	6,070,064		195,274
Eli Lilly & Co.	3,649,602		143,210
Forest Laboratories, Inc. (a)(d)	956,981		31,121
Hospira, Inc. (a)(d)	590,001		21,016
Johnson & Johnson	9,782,305		636,632
Merck & Co., Inc.	10,918,104		416,744
Mylan, Inc. (a)(d)	1,527,828		35,812
Perrigo Co.	333,827		34,404
Pfizer, Inc. (d)	27,535,852		581,006
Watson Pharmaceuticals, Inc. (a)	455,499		26,565
			2,535,574
TOTAL HEALTH CARE			5,025,362
INDUSTRIALS - 10.6%
Aerospace & Defense - 2.6%
General Dynamics Corp.	1,275,650		93,416
Goodrich Corp.	448,568		56,506
Honeywell International, Inc.	2,770,780		165,055
L-3 Communications Holdings, Inc.	357,724		25,130
Lockheed Martin Corp.	950,443		84,029
Northrop Grumman Corp.	935,947		55,979
Precision Castparts Corp.	516,510		86,479
Raytheon Co. (d)	1,239,782		62,634
Rockwell Collins, Inc. (d)	542,082		32,140
Textron, Inc.	996,439		27,412
The Boeing Co. (d)	2,662,373		199,545
United Technologies Corp. (d)	3,245,741		272,220
			1,160,545
Air Freight & Logistics - 1.0%
C.H. Robinson Worldwide, Inc.	588,110		38,915
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Air Freight & Logistics - continued
Expeditors International of Washington, Inc.	759,523		$ 33,138
FedEx Corp.	1,136,323		102,258
United Parcel Service, Inc. Class B	3,456,734		265,788
			440,099
Airlines - 0.1%
Southwest Airlines Co.	2,788,781		25,043
Building Products - 0.0%
Masco Corp. (d)	1,281,693		15,227
Commercial Services & Supplies - 0.4%
Avery Dennison Corp.	376,820		11,493
Cintas Corp. (d)	394,985		15,231
Iron Mountain, Inc. (d)	664,911		20,645
Pitney Bowes, Inc. (d)	715,132		12,965
R.R. Donnelley & Sons Co. (d)	672,727		9,297
Republic Services, Inc.	1,127,694		33,639
Stericycle, Inc. (a)(d)	304,891		26,455
Waste Management, Inc. (d)	1,648,970		57,681
			187,406
Construction & Engineering - 0.2%
Fluor Corp.	607,762		36,757
Jacobs Engineering Group, Inc. (a)(d)	458,999		21,215
Quanta Services, Inc. (a)	752,730		15,732
			73,704
Electrical Equipment - 0.5%
Cooper Industries PLC Class A	566,341		34,671
Emerson Electric Co.	2,635,565		132,595
Rockwell Automation, Inc.	508,367		40,659
Roper Industries, Inc. (d)	345,595		31,629
			239,554
Industrial Conglomerates - 2.5%
3M Co.	2,510,530		219,922
Danaher Corp.	2,040,635		107,807
General Electric Co.	37,817,991		720,433
Tyco International Ltd.	1,654,881		85,756
			1,133,918
Machinery - 2.2%
Caterpillar, Inc. (d)	2,316,288		264,543
Cummins, Inc.	690,824		83,293
Deere & Co.	1,482,737		122,963
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - continued
Dover Corp.	664,045		$ 42,512
Eaton Corp.	1,197,154		62,479
Flowserve Corp. (d)	199,017		23,597
Illinois Tool Works, Inc. (d)	1,730,869		96,392
Ingersoll-Rand PLC	1,118,263		44,596
Joy Global, Inc.	376,473		32,738
PACCAR, Inc. (d)	1,283,187		59,039
Pall Corp. (d)	412,474		26,171
Parker Hannifin Corp. (d)	541,191		48,604
Snap-On, Inc.	208,395		12,739
Stanley Black & Decker, Inc.	605,032		46,466
Xylem, Inc.	661,157		17,177
			983,309
Professional Services - 0.1%
Dun & Bradstreet Corp.	174,124		14,391
Equifax, Inc. (d)	433,729		18,234
Robert Half International, Inc.	512,105		14,559
			47,184
Road & Rail - 0.8%
CSX Corp.	3,761,087		79,020
Norfolk Southern Corp. (d)	1,203,981		82,954
Ryder System, Inc.	183,138		9,748
Union Pacific Corp.	1,730,453		190,782
			362,504
Trading Companies & Distributors - 0.2%
Fastenal Co. (d)	1,057,464		55,707
W.W. Grainger, Inc. (d)	217,367		45,154
			100,861
TOTAL INDUSTRIALS			4,769,354
INFORMATION TECHNOLOGY - 19.9%
Communications Equipment - 2.1%
Cisco Systems, Inc.	19,257,139		382,832
F5 Networks, Inc. (a)(d)	284,724		35,579
Harris Corp.	414,827		18,099
JDS Uniphase Corp. (a)(d)	820,792		10,703
Juniper Networks, Inc. (a)(d)	1,884,238		42,885
Motorola Mobility Holdings, Inc. (a)	944,205		37,485
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Motorola Solutions, Inc.	1,026,184		$ 51,104
QUALCOMM, Inc.	6,021,318		374,406
			953,093
Computers & Peripherals - 5.4%
Apple, Inc. (a)	3,329,280		1,805,931
Dell, Inc. (a)(d)	5,470,056		94,632
EMC Corp. (a)(d)	7,307,427		202,343
Hewlett-Packard Co.	7,117,609		180,147
Lexmark International, Inc. Class A	257,199		9,485
NetApp, Inc. (a)(d)	1,284,579		55,237
SanDisk Corp. (a)(d)	860,776		42,574
Western Digital Corp. (a)	837,470		32,871
			2,423,220
Electronic Equipment & Components - 0.5%
Amphenol Corp. Class A	593,702		33,224
Corning, Inc.	5,629,628		73,410
FLIR Systems, Inc.	558,783		14,623
Jabil Circuit, Inc. (d)	656,279		16,952
Molex, Inc. (d)	491,190		13,311
TE Connectivity Ltd.	1,520,446		55,572
			207,092
Internet Software & Services - 1.8%
Akamai Technologies, Inc. (a)	642,748		23,139
eBay, Inc. (a)	4,115,642		147,093
Google, Inc. Class A (a)	904,965		559,495
VeriSign, Inc. (d)	569,801		21,054
Yahoo!, Inc. (a)	4,442,934		65,889
			816,670
IT Services - 3.8%
Accenture PLC Class A (d)	2,295,834		136,694
Automatic Data Processing, Inc.	1,750,588		95,092
Cognizant Technology Solutions Corp. Class A (a)	1,082,227		76,784
Computer Sciences Corp. (d)	555,451		17,641
Fidelity National Information Services, Inc.	868,926		27,571
Fiserv, Inc. (a)(d)	504,577		33,453
IBM Corp.	4,221,984		830,591
MasterCard, Inc. Class A	381,897		160,397
Paychex, Inc. (d)	1,155,314		36,161
SAIC, Inc. (a)(d)	989,413		12,091
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - continued
Teradata Corp. (a)	599,652		$ 39,907
The Western Union Co.	2,217,843		38,746
Total System Services, Inc.	580,700		12,706
Visa, Inc. Class A	1,821,805		212,003
			1,729,837
Office Electronics - 0.1%
Xerox Corp.	4,968,629		40,892
Semiconductors & Semiconductor Equipment - 2.4%
Advanced Micro Devices, Inc. (a)(d)	2,097,044		15,413
Altera Corp.	1,149,378		44,194
Analog Devices, Inc.	1,067,340		41,850
Applied Materials, Inc.	4,676,984		57,246
Broadcom Corp. Class A	1,737,700		64,556
First Solar, Inc. (a)(d)	210,519		6,800
Intel Corp. (d)	18,240,296		490,299
KLA-Tencor Corp. (d)	597,015		28,896
Linear Technology Corp.	815,895		27,316
LSI Corp. (a)	2,018,500		17,359
Microchip Technology, Inc. (d)	684,660		24,696
Micron Technology, Inc. (a)(d)	3,537,632		30,247
Novellus Systems, Inc. (a)(d)	238,532		11,087
NVIDIA Corp. (a)(d)	2,187,449		33,140
Teradyne, Inc. (a)(d)	659,316		10,826
Texas Instruments, Inc. (d)	4,093,140		136,506
Xilinx, Inc. (d)	940,178		34,721
			1,075,152
Software - 3.8%
Adobe Systems, Inc. (a)(d)	1,758,461		57,836
Autodesk, Inc. (a)	812,431		30,751
BMC Software, Inc. (a)	609,674		22,826
CA, Inc. (d)	1,325,552		35,830
Citrix Systems, Inc. (a)	668,064		49,931
Electronic Arts, Inc. (a)(d)	1,187,213		19,387
Intuit, Inc. (d)	1,064,790		61,587
Microsoft Corp.	26,818,974		851,234
Oracle Corp.	14,094,997		412,561
Red Hat, Inc. (a)(d)	690,778		34,166
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
salesforce.com, Inc. (a)(d)	487,172		$ 69,744
Symantec Corp. (a)(d)	2,640,627		47,109
			1,692,962
TOTAL INFORMATION TECHNOLOGY			8,938,918
MATERIALS - 3.5%
Chemicals - 2.3%
Air Products & Chemicals, Inc.	753,913		68,033
Airgas, Inc.	244,745		20,150
CF Industries Holdings, Inc. (d)	234,229		43,567
Dow Chemical Co. (d)	4,233,426		141,862
E.I. du Pont de Nemours & Co.	3,309,614		168,294
Eastman Chemical Co.	492,821		26,676
Ecolab, Inc.	1,075,171		64,510
FMC Corp. (d)	252,266		24,967
International Flavors & Fragrances, Inc. (d)	289,788		16,527
Monsanto Co.	1,917,914		148,408
PPG Industries, Inc.	553,161		50,476
Praxair, Inc.	1,073,785		117,043
Sherwin-Williams Co.	308,501		31,822
Sigma Aldrich Corp. (d)	431,427		30,972
The Mosaic Co.	1,066,557		61,594
			1,014,901
Construction Materials - 0.0%
Vulcan Materials Co.	462,932		20,628
Containers & Packaging - 0.1%
Ball Corp.	582,611		23,351
Bemis Co., Inc. (d)	368,886		11,572
Owens-Illinois, Inc. (a)	588,350		14,062
Sealed Air Corp.	687,845		13,502
			62,487
Metals & Mining - 0.9%
Alcoa, Inc. (d)	3,812,495		38,773
Allegheny Technologies, Inc.	380,997		16,714
Cliffs Natural Resources, Inc. (d)	512,289		32,520
Freeport-McMoRan Copper & Gold, Inc.	3,395,557		144,515
Newmont Mining Corp. (d)	1,772,500		105,287
Nucor Corp. (d)	1,134,481		49,384
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - continued
Titanium Metals Corp.	294,935		$ 4,324
United States Steel Corp. (d)	515,822		14,041
			405,558
Paper & Forest Products - 0.2%
International Paper Co.	1,565,653		55,033
MeadWestvaco Corp. (d)	611,619		18,520
			73,553
TOTAL MATERIALS			1,577,127
TELECOMMUNICATION SERVICES - 2.7%
Diversified Telecommunication Services - 2.6%
AT&T, Inc. (d)	21,227,808		649,359
CenturyLink, Inc.	2,212,355		89,047
Frontier Communications Corp. (d)	3,564,692		16,362
Verizon Communications, Inc. (d)	10,141,386		386,488
Windstream Corp. (d)	2,087,673		25,219
			1,166,475
Wireless Telecommunication Services - 0.1%
MetroPCS Communications, Inc. (a)(d)	1,051,112		10,826
Sprint Nextel Corp. (a)(d)	10,731,463		26,507
			37,333
TOTAL TELECOMMUNICATION SERVICES			1,203,808
UTILITIES - 3.4%
Electric Utilities - 1.8%
American Electric Power Co., Inc.	1,729,862		65,060
Duke Energy Corp. (d)	4,774,047		99,873
Edison International	1,167,103		48,867
Entergy Corp.	630,874		42,035
Exelon Corp. (d)	2,375,010		92,792
FirstEnergy Corp.	1,498,111		66,351
NextEra Energy, Inc.	1,513,586		90,074
Northeast Utilities	634,155		22,766
Pepco Holdings, Inc.	812,990		15,805
Pinnacle West Capital Corp. (d)	391,103		18,394
PPL Corp.	2,071,552		59,143
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Electric Utilities - continued
Progress Energy, Inc.	1,056,752		$ 56,092
Southern Co. (d)	3,087,554		136,439
			813,691
Gas Utilities - 0.1%
AGL Resources, Inc.	418,144		16,671
ONEOK, Inc.	368,922		30,488
			47,159
Independent Power Producers & Energy Traders - 0.2%
Constellation Energy Group, Inc.	722,032		26,181
NRG Energy, Inc. (a)(d)	823,776		14,087
The AES Corp. (a)	2,309,556		31,318
			71,586
Multi-Utilities - 1.3%
Ameren Corp.	867,739		27,828
CenterPoint Energy, Inc.	1,525,755		29,737
CMS Energy Corp. (d)	902,676		19,326
Consolidated Edison, Inc. (d)	1,049,229		60,960
Dominion Resources, Inc.	2,040,430		102,981
DTE Energy Co.	606,282		32,733
Integrys Energy Group, Inc.	279,100		14,522
NiSource, Inc. (d)	1,006,982		24,168
PG&E Corp. (d)	1,453,932		60,600
Public Service Enterprise Group, Inc.	1,812,227		55,780
SCANA Corp.	413,345		18,601
Sempra Energy (d)	858,494		50,857
TECO Energy, Inc. (d)	772,909		13,874
Wisconsin Energy Corp. (d)	828,437		28,233
Xcel Energy, Inc.	1,737,184		46,018
			586,218
TOTAL UTILITIES			1,518,654
TOTAL COMMON STOCKS (Cost $30,913,667)		44,295,309

U.S. Treasury Obligations - 0.1%
	Principal Amount (000s)	Value (000s)
U.S. Treasury Bills, yield at date of purchase 0.02% to 0.09% 3/1/12 to 7/19/12 (e) (Cost $63,991)	$ 64,000	$ 63,988

Money Market Funds - 10.4%
	Shares
Fidelity Cash Central Fund, 0.12% (b)	537,577,174		537,577
Fidelity Securities Lending Cash Central Fund, 0.12% (b)(c)	4,117,603,100		4,117,603
TOTAL MONEY MARKET FUNDS (Cost $4,655,180)		4,655,180
TOTAL INVESTMENT PORTFOLIO - 109.0% (Cost $35,632,838)			49,014,477
NET OTHER ASSETS (LIABILITIES) - (9.0)%			(4,032,442)
NET ASSETS - 100%		$ 44,982,035

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Equity Index Contracts
205 CME E-mini S&P 500 Index Contracts	March 2012	$ 13,985	$ 956
1,975 CME S&P 500 Index Contracts	March 2012	673,673	26,285
TOTAL EQUITY INDEX CONTRACTS		$ 687,658	$ 27,241

The face value of futures purchased as a percentage of net assets is 1.5%

Legend

(a) Non-income producing

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $43,791,000.

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 529
Fidelity Securities Lending Cash Central Fund	5,507
Total	$ 6,036

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 4,811,253	$ 4,811,253	$ -	$ -
Consumer Staples	4,784,223	4,784,223	-	-
Energy	5,350,732	5,350,732	-	-
Financials	6,315,878	6,315,878	-	-
Health Care	5,025,362	5,025,362	-	-
Industrials	4,769,354	4,769,354	-	-
Information Technology	8,938,918	8,938,918	-	-
Materials	1,577,127	1,577,127	-	-
Telecommunication Services	1,203,808	1,203,808	-	-
Utilities	1,518,654	1,518,654	-	-
U.S. Government and Government Agency Obligations	63,988	-	63,988	-
Money Market Funds	4,655,180	4,655,180	-	-
Total Investments in Securities:	$ 49,014,477	$ 48,950,489	$ 63,988	$ -
Derivative Instruments:
Assets
Futures Contracts	$ 27,241	$ 27,241	$ -	$ -

Value of Derivative Instruments

Risk Exposure / Derivative Type	Value (000s)
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ 27,241	$ -
Total Equity Risk	$ 27,241	$ -

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	February 29, 2012

Assets
Investment in securities, at value (including securities loaned of $3,992,982) - See accompanying schedule: Unaffiliated issuers (cost $30,977,658)	$ 44,359,297
Fidelity Central Funds (cost $4,655,180)	4,655,180
Total Investments (cost $35,632,838)		$ 49,014,477
Receivable for fund shares sold		38,208
Dividends receivable		106,345
Distributions receivable from Fidelity Central Funds		620
Receivable from investment adviser for expense reductions		444
Other receivables		966
Total assets		49,161,060

Liabilities
Payable for investments purchased	$ 17,037
Payable for fund shares redeemed	37,126
Accrued management fee	924
Payable for daily variation margin on futures contracts	3,577
Other affiliated payables	1,792
Other payables and accrued expenses	966
Collateral on securities loaned, at value	4,117,603
Total liabilities		4,179,025

Net Assets		$ 44,982,035
Net Assets consist of:
Paid in capital		$ 33,787,549
Undistributed net investment income		145,444
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(2,359,838)
Net unrealized appreciation (depreciation) on investments		13,408,880
Net Assets		$ 44,982,035

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	February 29, 2012

Investor Class: Net Asset Value, offering price and redemption price per share ($13,406,560 ÷ 276,471 shares)		$ 48.49

Fidelity Advantage Class: Net Asset Value, offering price and redemption price per share ($16,229,909 ÷ 334,671 shares)		$ 48.50

Institutional Class: Net Asset Value, offering price and redemption price per share ($14,629,077 ÷ 301,644 shares)		$ 48.50

Fidelity Advantage Institutional Class: Net Asset Value, offering price and redemption price per share ($716,489 ÷ 14,773 shares)		$ 48.50

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended February 29, 2012

Investment Income
Dividends		$ 869,529
Interest		45
Income from Fidelity Central Funds		6,036
Total income		875,610

Expenses
Management fee	$ 10,435
Transfer agent fees	23,232
Independent trustees' compensation	247
Appreciation in deferred trustee compensation account	1
Interest	1
Miscellaneous	121
Total expenses before reductions	34,037
Expense reductions	(445)	33,592
Net investment income (loss)		842,018
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	285,259
Foreign currency transactions	(4)
Futures contracts	61,070
Total net realized gain (loss)		346,325
Change in net unrealized appreciation (depreciation) on: Investment securities	945,132
Futures contracts	2,193
Total change in net unrealized appreciation (depreciation)		947,325
Net gain (loss)		1,293,650
Net increase (decrease) in net assets resulting from operations		$ 2,135,668

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended February 29, 2012	Year ended February 28, 2011
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 842,018	$ 746,160
Net realized gain (loss)	346,325	21,128
Change in net unrealized appreciation (depreciation)	947,325	7,199,174
Net increase (decrease) in net assets resulting from operations	2,135,668	7,966,462
Distributions to shareholders from net investment income	(823,248)	(728,488)
Share transactions - net increase (decrease)	194,063	115,947
Total increase (decrease) in net assets	1,506,483	7,353,921

Net Assets
Beginning of period	43,475,552	36,121,631
End of period (including undistributed net investment income of $145,444 and undistributed net investment income of $127,154, respectively)	$ 44,982,035	$ 43,475,552

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

Annual Report

Financial Highlights - Investor Class

Years ended February 28,	2012 ^G	2011	2010	2009	2008 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 47.09	$ 39.19	$ 26.10	$ 47.20	$ 49.94
Income from Investment Operations
Net investment income (loss) ^B	.89	.81	.75	.95	.99
Net realized and unrealized gain (loss)	1.40	7.88	13.12	(21.09)	(2.71)
Total from investment operations	2.29	8.69	13.87	(20.14)	(1.72)
Distributions from net investment income	(.89)	(.79)	(.78)	(.96)	(.97)
Distributions from net realized gain	-	-	-	-	(.05)
Total distributions	(.89)	(.79)	(.78)	(.96)	(1.02)
Net asset value, end of period	$ 48.49	$ 47.09	$ 39.19	$ 26.10	$ 47.20
Total Return ^A	5.04%	22.47%	53.68%	(43.35)%	(3.66)%
Ratios to Average Net Assets ^{C, E}
Expenses before reductions	.10%	.10%	.10%	.10%	.10%
Expenses net of fee waivers, if any	.10%	.10%	.10%	.10%	.10%
Expenses net of all reductions	.10%	.10%	.10%	.10%	.09%
Net investment income (loss)	1.96%	1.94%	2.14%	2.36%	1.90%
Supplemental Data
Net assets, end of period (in millions)	$ 13,407	$ 27,881	$ 23,666	$ 11,363	$ 20,102
Portfolio turnover rate ^D	5% ^F	4%	11% ^F	8%	7%

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

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

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

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

^G For the year ended February 29.

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

Annual Report

Financial Highlights - Fidelity Advantage Class

Years ended February 28,	2012 ^G	2011	2010	2009	2008 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 47.10	$ 39.19	$ 26.11	$ 47.20	$ 49.94
Income from Investment Operations
Net investment income (loss) ^B	.90	.82	.77	.96	1.00
Net realized and unrealized gain (loss)	1.40	7.89	13.10	(21.08)	(2.70)
Total from investment operations	2.30	8.71	13.87	(20.12)	(1.70)
Distributions from net investment income	(.90)	(.80)	(.79)	(.97)	(.99)
Distributions from net realized gain	-	-	-	-	(.05)
Total distributions	(.90)	(.80)	(.79)	(.97)	(1.04)
Net asset value, end of period	$ 48.50	$ 47.10	$ 39.19	$ 26.11	$ 47.20
Total Return ^A	5.07%	22.53%	53.67%	(43.31)%	(3.63)%
Ratios to Average Net Assets ^{C, E}
Expenses before reductions	.07%	.07%	.07%	.07%	.07%
Expenses net of fee waivers, if any	.07%	.07%	.07%	.07%	.07%
Expenses net of all reductions	.07%	.07%	.07%	.07%	.06%
Net investment income (loss)	1.99%	1.97%	2.17%	2.39%	1.92%
Supplemental Data
Net assets, end of period (in millions)	$ 16,230	$ 15,595	$ 12,455	$ 3,667	$ 6,304
Portfolio turnover rate ^D	5% ^F	4%	11% ^F	8%	7%

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

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

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

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

^G For the year ended February 29.

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

Annual Report

Financial Highlights - Institutional Class

Years ended February 28,	2012 ^{G, J}
Selected Per-Share Data
Net asset value, beginning of period	$ 47.74
Income from Investment Operations
Net investment income (loss) ^D	.79
Net realized and unrealized gain (loss)	.68
Total from investment operations	1.47
Distributions from net investment income	(.71)
Net asset value, end of period	$ 48.50
Total Return ^{B, C}	3.25%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.05% ^A
Expenses net of fee waivers, if any	.05% ^A
Expenses net of all reductions	.05% ^A
Net investment income (loss)	2.19% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 14,629
Portfolio turnover rate ^F	5% ^I

^A Annualized

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

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

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

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

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

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

^J For the year ended February 29.

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

Annual Report

Financial Highlights - Fidelity Advantage Institutional Class

Years ended February 28,	2012 ^{G, J}
Selected Per-Share Data
Net asset value, beginning of period	$ 47.74
Income from Investment Operations
Net investment income (loss) ^D	.81
Net realized and unrealized gain (loss)	.67
Total from investment operations	1.48
Distributions from net investment income	(.72)
Net asset value, end of period	$ 48.50
Total Return ^{B, C}	3.27%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.03% ^{A, K}
Expenses net of fee waivers, if any	.03% ^{A, K}
Expenses net of all reductions	.03% ^{A, K}
Net investment income (loss)	2.24% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 716
Portfolio turnover rate ^F	5% ^I

^A Annualized

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

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

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

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

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

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

^J For the year ended February 29.

^K Amount represents .025%

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

Annual Report

Notes to Financial Statements

For the period ended February 29, 2012

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

3. Significant Accounting Policies.

Annual Report

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

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

Level 1 - quoted prices in active markets for identical investments

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

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Security Valuation - continued

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 17,911,187
Gross unrealized depreciation	(4,611,597)
Net unrealized appreciation (depreciation) on securities and other investments	$ 13,299,590

Tax Cost	$ 35,714,887

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

Undistributed ordinary income	$ 146,411
Capital loss carryforward	$ (2,250,548)
Net unrealized appreciation (depreciation)	$ 13,299,590

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Fiscal year of expiration
2016	$ (529,693)
2017	(854,750)
2019	(792,074)
Total with expiration	(2,176,517)
No expiration
Long-term	(74,031)
Total capital loss carryforward	$ (2,250,548)

The tax character of distributions paid was as follows:

	February 29, 2012	February 28, 2011
Ordinary Income	$ 823,248	$ 728,488

4. Derivative Instruments.

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

Equity Risk

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,985,941 and $2,215,730, respectively.

Annual Report

6. Fees and Other Transactions with Affiliates.

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

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

	Amount
Investor Class	$ 15,333
Fidelity Advantage Class	6,005
Institutional Class	1,894
	$ 23,232

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 23,828	.37%	$ 1

7. Committed Line of Credit.

8. Security Lending.

Annual Report

9. Expense Reductions.

	Expense Limitations	Reimbursement from adviser
Investor Class	.095%	$ 126
Fidelity Advantage Class	.060%	163
Institutional Class	.040%	151
Fidelity Advantage Institutional Class	.020%	4

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Year Ended February 29, 2012 ^A	Year Ended February 28, 2011
From net investment income
Investor Class	$ 405,868	$ 471,739
Fidelity Advantage Class	264,009	256,749
Institutional Class	146,405	-
Fidelity Advantage Institutional Class	6,966	-
Total	$ 823,248	$ 728,488

^A Distributions for Institutional Class and Fidelity Advantage Institutional Class are for the period May 4, 2011 (commencement of sale of shares) to February 29, 2012.

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Year Ended February 29, 2012 ^A	Year Ended February 28, 2011	Year Ended February 29, 2012 ^A	Year Ended February 28, 2011
Investor Class
Shares sold	94,578	121,986	$ 4,269,471	$ 5,163,968
Reinvestment of distributions	8,848	11,222	397,869	463,897
Shares redeemed	(418,995)	(145,105)	(19,074,702)	(6,039,234)
Net increase (decrease)	(315,569)	(11,897)	$ (14,407,362)	$ (411,369)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

11. Share Transactions - continued

	Shares		Dollars
	Year Ended February 29, 2012 ^A	Year Ended February 28, 2011	Year Ended February 29, 2012 ^A	Year Ended February 28, 2011
Fidelity Advantage Class
Shares sold	133,837	67,796	$ 6,254,732	$ 2,795,107
Issued in exchange for shares of Congress Street	983	-	45,955	-
Issued in exchange of shares of Exchange	3,818	-	178,445	-
Reinvestment of distributions	5,335	5,731	238,952	237,051
Shares redeemed	(140,424)	(60,230)	(6,301,502)	(2,504,842)
Net increase (decrease)	3,549	13,297	$ 416,582	$ 527,316
Institutional Class
Shares sold	335,470	-	$ 15,034,791	$ -
Reinvestment of distributions	3,423	-	146,405	-
Shares redeemed	(37,249)	-	(1,658,626)	-
Net increase (decrease)	301,644	-	$ 13,522,570	$ -
Fidelity Advantage Institutional Class
Shares sold	16,270	-	$ 729,075	$ -
Reinvestment of distributions	166	-	6,966	-
Shares redeemed	(1,663)	-	(73,768)	-
Net increase (decrease)	14,773	-	$ 662,273	$ -

^AShare transactions for Institutional Class and Fidelity Advantage Institutional Class are for the period May 4, 2011 (commencement of sale of shares) to February 29, 2012.

12. Other.

Annual Report

13. Merger Information.

Net investment income (loss)	$ 842,404
Total net realized gain (loss)	348,278
Total change in net unrealized appreciation (depreciation)	944,457
Net increase (decrease) in net assets resulting from operations	$ 2,135,139

Annual Report

Report of Independent Registered Public Accounting Firm

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

PricewaterhouseCoopers LLP

Boston, Massachusetts

April 17, 2012

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (76)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (55)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

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

Annual Report

Trustees and Officers - continued

Independent Trustees:

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

Name, Age; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (63)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (58)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (68)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (67)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Robert W. Selander (61)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (67)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (72)
	Year of Election or Appointment: 2001 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (62)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (61)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (81)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (68)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (42)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (46)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as President of Fidelity Research & Analysis Company (2010-present), Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investment Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (47)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (44)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (43)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Holly C. Laurent (57)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (53)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Joseph A. Hanlon (43)
	Year of Election or Appointment: 2012 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon serves as Senior Vice President of the Fidelity Asset Management Division (2009-present) and is an employee of Fidelity Investments.
Joseph F. Zambello (54)
	Year of Election or Appointment: 2011 Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).
Adrien E. Deberghes (44)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Vice President (2011-present) and Assistant Treasurer (2010-present) of other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (42)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (53)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (53)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

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

Institutional Class designates 98%, 98%, and 99%; and Fidelity Advantage Institutional Class designates 98%, 97%, and 98% of the dividends distributed in July, October, and December, respectively, during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Institutional Class and Fidelity Advantage Institutional Class designate 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2013 of amounts for use in preparing 2012 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Geode Capital Management, LLC

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional

Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York Mellon

New York, NY

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

U5I-U5A-UANN-0412
1.925888.100

Item 2. Code of Ethics

As of the end of the period, February 29, 2012, Fidelity Concord Street Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

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

Item 4. Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by PricewaterhouseCoopers LLP ("PwC") in each of the last two fiscal years for services rendered to Spartan 500 Index Fund (the "Fund"):

Services Billed by PwC

February 29, 2012 Fees^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Spartan 500 Index Fund	$111,000	$-	$4,300	$15,500

February 28, 2011 Fees^A

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Spartan 500 Index Fund	$120,000	$-	$4,300	$21,800

^AAmounts may reflect rounding.

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

Services Billed by PwC

	February 29, 2012^A	February 28, 2011^A
Audit-Related Fees	$3,795,000	$2,550,000
Tax Fees	$-	$-
All Other Fees	$-	$510,000

^A Amounts may reflect rounding.

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

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

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

Assurance services must be performed by an independent public accountant.

* * *

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

Billed By	February 29, 2012^A	February 28, 2011^A
PwC	$5,140,000	$4,975,000

^A Amounts may reflect rounding.

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

Audit Committee Pre-Approval Policies and Procedures

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

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

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

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

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

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

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

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

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

(a)	(1)	Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
(a)	(2)	Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
(a)	(3)	Not applicable.
(b)		Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

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

Fidelity Concord Street Trust

By:	/s/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer

Date:	April 27, 2012

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:	April 27, 2012

By:	/s/Christine Reynolds
	Christine Reynolds
	Chief Financial Officer

Date:	April 27, 2012

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments February 29, 2012

Financial Statements

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Investor Class

Financial Highlights - Fidelity Advantage Class

Financial Highlights - Institutional Class

Financial Highlights - Fidelity Advantage Institutional Class

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Distributions (Unaudited)

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments February 29, 2012

Financial Statements

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Investor Class

Financial Highlights - Fidelity Advantage Class

Financial Highlights - Institutional Class

Financial Highlights - Fidelity Advantage Institutional Class

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Distributions (Unaudited)