As filed with the Securities and Exchange Commission on January 18, 2018

File No. 33-46080

811-06125

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 32

TO

Form S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF

SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED

ON FORM N-8B-2

A. Exact name of Trust:

SPDR S&P 500 ETF TRUST

(formerly known as SPDR TRUST SERIES 1 prior to January 27, 2010)

(I.R.S. Employer Identification Number: 13-3574560)

B. Name of Depositor:

PDR SERVICES LLC

C. Complete address of Depositor’s principal executive office:

PDR SERVICES LLC

c/o NYSE Holdings LLC

11 Wall Street

New York, New York 10005

D. Name and complete address of agent for service:

Sherry J. Sandler, Esq.

PDR SERVICES LLC

c/o NYSE Holdings LLC

11 Wall Street

New York, New York 10005

Copy to:

Nora M. Jordan, Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

It is proposed that this filing will become effective:

[X] immediately upon filing pursuant to paragraph (b) of Rule 485.

E. Title of securities being registered:

An indefinite number of Units pursuant to Rule 24f-2 under the Investment Company Act of 1940.

F. Approximate date of proposed public offering:

AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.

☐ Check box if it is proposed that this filing will become effective on [date] at [time] pursuant to Rule 487.

SPDR S&P 500 ETF TRUST

Cross Reference Sheet

Pursuant to Regulation C

Under the Securities Act of 1933, as amended

(Form N-8B-2 Items required by Instruction 1

as to Prospectus in Form S-6)

Form N-8B-2		Form S-6
Item Number		Heading in Prospectus
I. Organization and General Information
1.	(a) Name of Trust	Registration Statement Front Cover
	(b) Title of securities issued	Registration Statement Front Cover
2.	Name, address and Internal Revenue Service Employer Identification Number of depositor	Sponsor
3.	Name, address and Internal Revenue Service Employer Identification Number of trustee	Trustee
4.	Name, address and Internal Revenue Service Employer Identification Number of principal underwriter	*
5.	State of organization of Trust	Organization of the Trust
6.	(a) Dates of execution and termination of Trust Agreement	Organization of the Trust
	(b) Dates of execution and termination of Trust Agreement	Same as set forth in 6(a)
7.	Changes of name	*
8.	Fiscal Year	*
9.	Material Litigation	*
II.	General Description of the Trust and Securities of the Trust
10.	(a) Registered or bearer securities	Summary—Voting Rights; Book-Entry-Only System; Book-Entry-Only System
	(b) Cumulative or distributive	Summary—Dividends; Dividends and Distributions; Additional Information Regarding Dividends and Distributions
	(c) Rights of holders as to withdrawal or redemption	Summary—Redemption of Units; Purchases and Redemptions of Creation Units—Redemption
	(d) Rights of holders as to conversion, transfer, etc.	Summary—Redemption of Units; Purchases and Redemptions of Creation Units—Redemption; Trust Agreement
	(e) Lapses or defaults in principal payments with respect to   periodic payment plan certificates	*
	(f) Voting rights	Summary—Voting Rights; Book-Entry-Only System; Trust Agreement
	(g) Notice to holders as to change in:
	(1) Composition of Trust assets	*
	(2) Terms and conditions of Trust’s securities	Summary—Amendments to the Trust Agreement; Trust Agreement—Amendments to the Trust Agreement
	(3) Provisions of Trust Agreement	Same as set forth in 10(g)(2)
	(4) Identity of depositor and trustee	Sponsor; Trustee
	(h) Consent of holders required to change:
	(1) Composition of Trust assets	*
	(2) Terms and conditions of Trust’s securities	Summary—Amendments to the Trust Agreement; Trust Agreement—Amendments to the Trust Agreement
	(3) Provisions of Trust Agreement	Same as set forth in 10(h)(2)
	(4) Identity of depositor and trustee	Sponsor; Trustee

*       Not applicable, answer negative or not required.

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Form N-8B-2		Form S-6
Item Number		Heading in Prospectus
	(i) Other principal features of the securities	Summary—The Trust’s Investments and Portfolio Turnover; Summary—Redemption of Units; Summary—Amendments to the Trust Agreement; Purchases and Redemptions of Creation Units; Trust Agreement
11.	Type of securities comprising units	Summary—The Trust’s Investments and Portfolio Turnover; Portfolio Adjustments
12.	Certain information regarding securities comprising periodic payment certificates	*
13.	(a)  Certain information regarding loads, fees, expenses and charges	Summary—Fees and Expenses of the Trust; Summary—The Trust’s Investments and Portfolio Turnover; Expenses of the Trust; Purchases and Redemptions of Creation Units—Redemption
	(b)  Certain information regarding periodic payment plan certificates	*
	(c) Certain percentages	Same as set forth in 13(a)
	(d) Reasons for certain differences in prices	*
	(e) Certain other loads, fees, or charges payable by holders	*
	(f) Certain profits receivable by depositor, principal underwriters, custodian, trustee or affiliated persons	Summary—The Trust’s Investments and Portfolio Turnover; Portfolio Adjustments—Adjustments to the Portfolio Deposit
	(g) Ratio of annual charges and deductions to income	*
14.	Issuance of Trust’s securities	Purchases and Redemptions of Creation Units—Purchase (Creation)
15.	Receipt and handling of payments from purchasers	Purchases and Redemptions of Creation Units
16.	Acquisition and disposition of underlying securities	Purchases and Redemptions of Creation Units;
		Portfolio Adjustments; Trust Agreement
17.	(a) Withdrawal or redemption by holders	Trust Agreement; Purchases and Redemptions of Creation Units—Redemption
	(b) Persons   entitled or required to redeem or repurchase securities	Same as set forth in 17(a)
	(c)Cancellation   or resale of repurchased or redeemed securities	Same as set forth in 17(a)
18.	(a) Receipt, custody and disposition of income	Additional Information Regarding Dividends and Distributions—General Policies
	(b) Reinvestment of distributions	Dividends and Distributions—No Dividend Reinvestment Service
	(c) Reserves or special funds	Same as set forth in 18(a)
	(d) Schedule of distributions	*
19.	Records, accounts and reports	The S&P 500 Index; Additional Information Regarding Dividends and Distributions—General Policies;
		Investments by Investment Companies; Expenses of the Trust
20.	Certain miscellaneous provisions of Trust Agreement
	(a) Amendments	Trust Agreement—Amendments to the Trust Agreement
	(b) Extension or termination	Trust Agreement—Amendments to the Trust Agreement; Trust Agreement—Termination of the Trust Agreement; Organization of the Trust
	(c) Removal or resignation of trustee	Trustee
	(d) Successor trustee	Same as set forth in 20(c)
	(e) Removal or resignation of depositor	Sponsor
	(f) Successor depositor	Same as set forth in 20(e)
21.	Loans to security holders	*
22.	Limitations on liabilities	Trustee; Sponsor
23.	Bonding arrangements	*
24.	Other material provisions of Trust Agreement	*
III. Organization, Personnel and Affiliated Persons of Depositor
25.	Organization of depositor	Sponsor

*       Not applicable, answer negative or not required.

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Form N-8B-2		Form S-6
Item Number		Heading in Prospectus
26.	Fees received by depositor	*
27.	Business of depositor	Sponsor
28.	Certain information as to officials and affiliated persons of depositor	Sponsor
29.	Ownership of voting securities of depositor	Sponsor
30.	Persons controlling depositor	Sponsor
31.	Payments by depositor for certain services rendered to Trust	*
32.	Payments by depositor for certain other services rendered to Trust	*
33.	Remuneration of employees of depositor for certain services rendered to Trust	*
34.	Compensation of other persons for certain services rendered to Trust	*
IV. Distribution and Redemption of Securities
35.	Distribution of Trust’s securities in states	*
36.	Suspension of sales of Trust’s securities	*
37.	Denial or revocation of authority to distribute	*
38.	(a) Method of distribution	Purchases and Redemptions of Creation Units—Purchase (Creation)
	(b) Underwriting agreements	Purchases and Redemptions of Creation Units
	(c) Selling agreements	Same as set forth in 38(b)
39.	(a) Organization of principal underwriter	Distributor
	(b) NASD membership of principal underwriter	Distributor
40.	Certain fees received by principal underwriters	*
41.	(a) Business of principal underwriters	Purchases and Redemptions of Creation Units; Distributor
	(b) Branch offices of principal underwriters	*
	(c) Salesmen of principal underwriters	*
42.	Ownership of Trust’s securities by certain persons	*
43.	Certain brokerage commissions received by principal underwriters	*
44.	(a) Method of valuation for determining offering price	Portfolio Adjustments; Determination of Net Asset Value
	(b) Schedule as to components of offering price	*
	(c) Variation in offering price to certain persons	*
45.	Suspension of redemption rights	*
46.	(a) Certain information regarding redemption or withdrawal valuation	Determination of Net Asset Value; Purchases and Redemptions of Creation Units—Redemption
	(b) Schedule as to components of redemption price	*
47.	Maintenance of position in underlying securities	Purchases and Redemptions of Creation Units; Portfolio Adjustments; Determination of Net Asset Value; Additional Information Regarding Dividends and Distributions—General Policies
V. Information Concerning the Trustee or Custodian
48.	Organization and regulation of trustee	Trustee
49.	Fees and expenses of trustee	Summary—Fees and Expenses of the Trust; Expenses of the Trust; Purchases and Redemptions of Creation Units—Redemption
50.	Trustee’s lien	Expenses of the Trust; Purchases and Redemptions of Creation Units—Redemption
VI. Information Concerning Insurance of Holders of Securities
51.	(a) Name and address of insurance company	*
	(b) Types of policies	*
	(c) Types of risks insured and excluded	*
	(d) Coverage	*
	(e) Beneficiaries	*
	(f) Terms and manner of cancellation	*
	(g) Method of determining premiums	*

* Not applicable, answer negative or not required.

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Form N-8B-2		Form S-6
Item Number		Heading in Prospectus
	(h) Aggregate premiums paid	*
	(i) Recipients of premiums	*
	(j)  Other material provisions of Trust Agreement relating to insurance	*
VII. Policy of Registrant
52.	(a) Method of selecting and eliminating securities from the Trust	Purchases and Redemptions of Creation Units; Portfolio Adjustments; Trust Agreement
	(b) Elimination of securities from the Trust	Portfolio Adjustments
	(c) Policy of Trust regarding substitution and elimination of securities	Portfolio Adjustments; Trust Agreement
	(d) Description of any other fundamental policy of the Trust	*
	(e) Code of Ethics pursuant to Rule 17j-1 of the 1940 Act	Code of Ethics
53.	(a) Taxable status of the Trust	Federal Income Taxes
	(b)  Qualification of the Trust as a regulated investment company	Same as set forth in 53(a)
VIII. Financial and Statistical Information
54.	Information regarding the Trust’s last ten fiscal years	*
55.	Certain information regarding periodic payment plan certificates	*
56.	Certain information regarding periodic payment plan certificates	*
57.	Certain information regarding periodic payment plan certificates	*
58.	Certain information regarding periodic payment plan certificates	*
59.	Financial statements (Instruction 1(c) to Form S-6)	*

*       Not applicable, answer negative or not required.

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Undertaking to File Reports

Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, the undersigned registrant hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents, and reports as may be prescribed by any rule or regulations of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section.

SPDR^® S&P 500^® ETF Trust

(“SPY” or the “Trust”)

(A Unit Investment Trust)

Principal U.S. Listing Exchange for SPDR^® S&P 500^® ETF Trust: NYSE Arca, Inc.

under the symbol “SPY”

Prospectus Dated January 18, 2018

The U.S. Securities and Exchange Commission has not approved or disapproved these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Securities of the Trust (“Units”) are not guaranteed or insured by the Federal Deposit Insurance Corporation or any other agency of the U.S. Government, nor are such Units deposits or obligations of any bank. Such Units of the Trust involve investment risks, including the loss of principal.

COPYRIGHT 2018 PDR Services LLC

TABLE OF CONTENTS
	Page
Summary		1
Investment Objective		1
Fees and Expenses of the Trust		1
The Trust’s Investments and Portfolio Turnover		2
Dividends		3
Redemption of Units		3
Voting Rights; Book-Entry-Only-System		3
Amendments to the Trust Agreement		3
Principal Risks of Investing in the Trust		4
Trust Performance		5
Purchase and Sale Information		7
Tax Information		7
The S&P 500 Index		7
Dividends and Distributions		9
Dividends and Capital Gains		9
No Dividend Reinvestment Service		10
Federal Income Taxes		10
Taxation of the Trust		11
Tax Consequences to U.S. Holders		13
Tax Consequences to Non-U.S. Holders		16
Report of Independent Registered Public Accounting Firm		19
Statement of Assets and Liabilities		20
Statements of Operations		21
Statements of Changes in Net Assets		22
Financial Highlights		23
Notes to Financial Statements		24
Other Information		33
Schedule of Investments		34
Organization of the Trust		47
Purchases and Redemptions of Creation Units		47
Purchase (Creation)		47
Redemption		52

TABLE OF CONTENTS
	Page
Book-Entry-Only System		56
Portfolio Adjustments		58
Adjustments to the Portfolio Deposit		61
Exchange Listing and Trading		63
Secondary Trading on Exchanges		63
Trading Prices of Units		64
Continuous Offering of Units		64
Expenses of the Trust		65
Trustee Fee Scale		67
Determination of Net Asset Value		68
Additional Risk Information		69
Additional Information Regarding Dividends and Distributions		71
General Policies		71
INVESTMENT RESTRICTIONS		73
Investments by Investment Companies		73
Annual Reports		73
Benefit Plan Investor Considerations		74
Index License		75
Sponsor		77
Trustee		82
Depository		84
Distributor		84
Trust Agreement		84
Amendments to the Trust Agreement		85
Termination of the Trust Agreement		85
Legal Opinion		87
Independent Registered Public Accounting Firm and Financial Statements		87
Code of Ethics		87
Investment by an Undertaking for Collective Investment in Transferable Securities		87
Information and Comparisons Relating to Secondary Market Trading and Performance		87

“Standard & Poor’s^®”, “S&P^®”, “S&P 500^®”, “Standard & Poor’s 500^®”, “500^®”, “Standard & Poor’s Depositary Receipts^®”, “SPDR^®” and “SPDRs^®” are registered trademarks of Standard & Poor’s Financial Services LLC, a division of S&P Global, and have been licensed for use by S&P Dow Jones Indices LLC (“S&P”) and sublicensed for use by State Street Global Advisors Funds Distributors, LLC (formerly known as State Street Global Markets, LLC). The Trust is permitted to use these trademarks pursuant to a sublicense from State Street Global Advisors Funds Distributors, LLC. The Trust is not sponsored, endorsed, sold or marketed by S&P, its affiliates or its third party licensors.

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SUMMARY

Investment Objective

The Trust seeks to provide investment results that, before expenses, correspond generally to the price and yield performance of the S&P 500^® Index (the “Index”).

Fees and Expenses of the Trust

This table estimates the fees and expenses that the Trust pays on an annual basis, which you therefore pay indirectly when you buy and hold Units. It does not reflect brokerage commissions that you may pay for purchases and sales of Units on the secondary markets.

Unitholder Fees:	None
(fees paid directly from your investment)

Estimated Annual Trust Ordinary Operating Expenses:

(expenses that you pay each year as a percentage of the value of your investment)

Current Estimated Annual Trust Ordinary Operating Expenses	As a % of Trust Average Net Assets
Trustee’s Fee		0.0552	%
S&P License Fee		0.0303	%
Marketing*		0.0077	%
Other Operating Expenses		0.0013	%
Total*		0.0945	%

Future expense accruals will depend primarily on the level of the Trust’s net assets and the level of expenses.

* Expenses have been restated to reflect current fees.

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Growth of $10,000 Investment Since Inception⁽¹⁾⁽²⁾

(1) Past performance is not necessarily an indication of how the Trust will perform in the future.

(2) Effective as of September 30, 1997, the Trust’s fiscal year end changed from December 31 to September 30.

The Trust’s Investments and Portfolio Turnover

The Trust seeks to achieve its investment objective by holding a portfolio of the common stocks that are included in the Index (the “Portfolio”), with the weight of each stock in the Portfolio substantially corresponding to the weight of such stock in the Index.

In this prospectus, the term “Portfolio Securities” refers to the common stocks that are actually held by the Trust and make up the Trust’s Portfolio, while the term “Index Securities” refers to the common stocks that are included in the Index, as determined by the index provider, S&P Dow Jones Indices LLC (“S&P”). At any time, the Portfolio will consist of as many of the Index Securities as is practicable. To maintain the correspondence between the composition and weightings of Portfolio Securities and Index Securities, State Street Global Advisors Trust Company (the “Trustee”) or its parent company, State Street Bank and Trust Company (“SSBT”) adjusts the Portfolio from time to time to conform to periodic changes made by S&P to the identity and/or relative weightings of Index Securities in the Index. The Trustee or SSBT aggregates certain of these adjustments and makes changes to the Portfolio at least monthly, or more frequently in the case of significant changes to the Index.

The Trust may pay transaction costs, such as brokerage commissions, when it buys and sells securities (or “turns over” its Portfolio). Such transaction costs may be higher if there are significant rebalancings of Index Securities in the Index, which may also result in higher taxes when Units are held in a taxable account. These costs, which are not reflected in estimated annual Trust ordinary operating expenses, affect the Trust’s performance. During the most recent fiscal year, the Trust’s portfolio

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turnover rate was 3% of the average value of its portfolio. The Trust’s portfolio turnover rate does not include securities received or delivered from processing creations or redemptions of Units. Portfolio turnover will be a function of changes to the Index as well as requirements of the Trust Agreement (as defined below in “Organization of the Trust”).

Although the Trust may fail to own certain Index Securities at any particular time, the Trust generally will be substantially invested in Index Securities, which should result in a close correspondence between the performance of the Index and the performance of the Trust. See “The S&P 500 Index” below for more information regarding the Index. The Trust does not hold or trade futures or swaps and is not a commodity pool.

Dividends

Payments of dividends are made quarterly, on the last Business Day (as defined in “Purchases and Redemptions of Creation Units — Purchase (Creation)”) of April, July, October and January. See “Dividends and Distributions” and “Additional Information Regarding Dividends and Distributions.”

Redemption of Units

Only certain institutional investors (typically market makers or other broker-dealers) are permitted to purchase or redeem Units directly with the Trust, and they may do so only in large blocks of 50,000 Units known as “Creation Units.” See “Purchases and Redemptions of Creation Units — Redemption” and “Trust Agreement” for more information regarding the rights of Beneficial Owners (as defined in “Book-Entry-Only System”).

Voting Rights; Book-Entry-Only-System

Beneficial Owners shall not have the right to vote concerning the Trust, except with respect to termination and as otherwise expressly set forth in the Trust Agreement. See “Trust Agreement.” Units are represented by one or more global securities registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”) and deposited with, or on behalf of, DTC. See “Book-Entry-Only System.”

Amendments to the Trust Agreement

The Trust Agreement (as defined below in “Organization of the Trust”) may be amended from time to time by the Trustee and PDR Services, LLC (the “Sponsor”) without the consent of any Beneficial Owners under certain circumstances described herein. The Trust Agreement may also be amended by the Sponsor and the Trustee with the consent of the Beneficial Owners to modify the rights of Beneficial Owners under certain circumstances. Promptly after the execution of an amendment to the

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Trust Agreement, the Trustee arranges for written notice to be provided to Beneficial Owners. See “Trust Agreement — Amendments to the Trust Agreement.”

Principal Risks of Investing in the Trust

As with all investments, there are certain risks of investing in the Trust, and you could lose money on an investment in the Trust. Prospective investors should carefully consider the risk factors described below, as well as the additional risk factors under “Additional Risk Information” and the other information included in this prospectus, before deciding to invest in Units.

Passive Strategy/Index Risk.    The Trust is not actively managed. Rather, the Trust attempts to track the performance of an unmanaged index of securities. This differs from an actively managed fund, which typically seeks to outperform a benchmark index. As a result, the Trust will hold constituent securities of the Index regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Trust’s return to be lower than if the Trust employed an active strategy.

Index Tracking Risk.    While the Trust is intended to track the performance of the Index as closely as possible (i.e., to achieve a high degree of correlation with the Index), the Trust’s return may not match or achieve a high degree of correlation with the return of the Index due to expenses and transaction costs incurred in adjusting the Portfolio. In addition, it is possible that the Trust may not always fully replicate the performance of the Index due to the unavailability of certain Index Securities in the secondary market or due to other extraordinary circumstances (e.g., if trading in a security has been halted).

Equity Investing Risk.    An investment in the Trust involves risks similar to those of investing in any fund of equity securities, such as market fluctuations caused by such factors as economic and political developments, changes in interest rates and perceived trends in securities prices.

An investment in the Trust is subject to the risks of any investment in a broadly based portfolio of common stocks, including the risk that the general level of stock prices may decline, thereby adversely affecting the value of such investment. The value of Portfolio Securities may fluctuate in accordance with changes in the financial condition of the issuers of Portfolio Securities, the value of common stocks generally and other factors. The identity and weighting of Index Securities and the Portfolio Securities change from time to time.

The financial condition of issuers of Portfolio Securities may become impaired or the general condition of the stock market may deteriorate, either of which may cause a decrease in the value of the Portfolio and thus in the value of Units. Since the Trust is not actively managed, the adverse financial condition of an issuer will not result in its elimination from the Portfolio unless such issuer is removed from the Index.

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Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. These investor perceptions are based on various and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political, economic and banking crises.

Holders of common stocks of any given issuer incur more risk than holders of preferred stocks and debt obligations of the issuer because the rights of common stockholders, as owners of the issuer, generally are subordinate to the rights of creditors of, or holders of debt obligations or preferred stocks issued by, such issuer. Further, unlike debt securities that typically have a stated principal amount payable at maturity, or preferred stocks that typically have a liquidation preference and may have stated optional or mandatory redemption provisions, common stocks have neither a fixed principal amount nor a maturity. Common stock values are subject to market fluctuations as long as the common stock remains outstanding. The value of the Portfolio will fluctuate over the entire life of the Trust.

There can be no assurance that the issuers of Portfolio Securities will pay dividends. Distributions generally depend upon the declaration of dividends by the issuers of Portfolio Securities and the declaration of such dividends generally depends upon various factors, including the financial condition of the issuers and general economic conditions.

Trust Performance

The following bar chart and table provide an indication of the risks of investing in the Trust by showing changes in the Trust’s performance based on net assets from year to year and by showing how the Trust’s average annual return for certain time periods compares with the average annual return of the Index. The Trust’s past performance (before and after taxes) is not necessarily an indication of how the Trust will perform in the future. Updated performance information is available online at http://www.spdrs.com.

The total returns in the bar chart, as well as the total and after-tax returns presented in the table, have been calculated assuming that the reinvested price for the last income distribution made in the last calendar year shown below (i.e., 12/15/17) was the net asset value per Unit (“NAV”) on the last Business Day of such year (i.e., 12/30/17), rather than the actual reinvestment price for such distribution which was the NAV on the last Business Day of January of the following calendar year (e.g., 1/31/18). Therefore, the actual performance calculation for the last calendar year may be different from that shown below in the bar chart and table. No dividend reinvestment services are provided by the Trust (see “Dividends and Distributions”), so investors’ performance may be different from that shown below in the bar chart and table.

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Annual Total Return (years ended 12/31)

Highest Quarterly Return: 15.84% for the quarter ended June 30, 2009.

Lowest Quarterly Return: –21.92% for the quarter ended December 31, 2008.

Average Annual Total Returns (for periods ending December 31, 2017)

The after-tax returns presented in the table are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your specific tax situation and may differ from those shown below. After-tax returns are not relevant to investors who hold Units through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. The returns after taxes can exceed the return before taxes due to an assumed tax benefit for a holder of Units from realizing a capital loss on a sale of the Units.

	Past One Year			Past Five Years			Past Ten Years
Trust
Return Before Taxes		21.67	%		15.64	%		8.39	%
Return After Taxes on Distributions		21.12	%		15.07	%		7.93	%
Return After Taxes on Distributions and Sale or Redemption of Creation Units		12.67	%		12.50	%		6.73	%
Index (reflects no deduction for fees, expenses or taxes)		21.83	%		15.79	%		8.50	%

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PURCHASE AND SALE INFORMATION

Individual Units of the Trust may be purchased and sold on NYSE Arca, Inc. (the “Exchange”), under the market symbol “SPY”, through your broker-dealer at market prices. Units trade at market prices that may be greater than NAV (premium) or less than NAV (discount). Units are also listed and traded on the Singapore Exchange Securities Trading Limited (stock code S27), the Tokyo Stock Exchange (code 1557) and the Australian Securities Exchange. In the future, Units may be listed and traded on other non-U.S. exchanges. Units may be purchased on other trading markets or venues in addition to the Exchange, the Singapore Exchange Securities Trading Limited, the Tokyo Stock Exchange and the Australian Securities Exchange.

Only certain institutional investors (typically market makers or other broker-dealers) are permitted to purchase or redeem Units directly with the Trust, and they may do so only in large blocks of 50,000 Units known as “Creation Units.” Creation Unit transactions are conducted in exchange for the deposit or delivery of in-kind securities and/or cash constituting a substantial replication of the securities included in the Index.

TAX INFORMATION

The Trust will make distributions that are expected to be taxable currently to you as ordinary income and/or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account. See “Federal Income Taxes,” below, for more information.

THE S&P 500 INDEX

The Index includes five hundred (500) selected companies, all of which are listed on national stock exchanges and spans over 25 separate industry groups. As of December 31, 2017, the five largest industry groups represented in the Index were: Software & Services 14.17%; Pharmaceuticals, Biotechnology & Life Sciences 8.18%; Capital Goods 7.46%; Banks 6.59%; and Energy 6.07%. Since 1968, the Index has been a component of the U.S. Commerce Department’s list of Leading Indicators that track key sectors of the U.S. economy. Current information regarding the market value of the Index is available from market information services. The Index is determined, comprised and calculated without regard to the Trust.

S&P is not responsible for and does not participate in the creation or sale of Units or in the determination of the timing, pricing, or quantities and proportions of purchases or sales of Index Securities or Portfolio Securities by the Trust. The information in this prospectus concerning S&P and the Index has been obtained from sources that the Sponsor believes to be reliable, but the Sponsor takes no responsibility for the accuracy of such information.

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The following table shows the actual performance of the Index for the years 1960 through 2017. The results shown should not be considered representative of the income yield or capital gain or loss that may be generated by the Index in the future.

THE RESULTS SHOULD NOT BE CONSIDERED REPRESENTATIVE OF THE PERFORMANCE OF THE TRUST.

Year	Calendar Year-End Index Value*		Calendar Year-End Index Value  1960=100		Change In Index for Calendar Year			Calendar Year-End Yield**
1960		58.11		100.00		—	%		3.47	%
1961		71.55		123.13		23.13			2.98
1962		63.10		108.59		–11.81			3.37
1963		75.02		129.10		18.89			3.17
1964		84.75		145.84		12.97			3.01
1965		92.43		159.06		9.06			3.00
1966		80.33		138.24		–13.09			3.40
1967		96.47		166.01		20.09			3.20
1968		103.86		178.73		7.66			3.07
1969		92.06		158.42		–11.36			3.24
1970		92.15		158.58		0.10			3.83
1971		102.09		175.68		10.79			3.14
1972		118.05		203.15		15.63			2.84
1973		97.55		167.87		–17.37			3.06
1974		68.56		117.98		–29.72			4.47
1975		90.19		155.21		31.55			4.31
1976		107.46		184.93		19.15			3.77
1977		95.10		163.66		–11.50			4.62
1978		96.11		165.39		1.06			5.28
1979		107.94		185.75		12.31			5.47
1980		135.76		233.63		25.77			5.26
1981		122.55		210.89		–9.73			5.20
1982		140.64		242.02		14.76			5.81
1983		164.93		283.82		17.27			4.40
1984		167.24		287.80		1.40			4.64
1985		211.28		363.59		26.33			4.25
1986		242.17		416.75		14.62			3.49
1987		247.08		425.19		2.03			3.08
1988		277.72		477.92		12.40			3.64
1989		353.40		608.15		27.25			3.45
1990		330.22		568.26		–6.56			3.61
1991		417.09		717.76		26.31			3.24
1992		435.71		749.80		4.46			2.99
1993		464.45		802.70		7.06			2.78
1994		459.27		790.34		–1.54			2.82
1995		615.93		1,059.92		34.11			2.56

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Year	Calendar Year-End Index Value*		Calendar Year-End Index Value  1960=100		Change In Index for Calendar Year		Calendar Year-End Yield**
1996		740.74		1,274.70		20.26		2.19
1997		970.43		1,669.99		31.01		1.77
1998		1,229.23		2,115.35		26.67		1.49
1999		1,469.25		2,528.39		19.53		1.14
2000		1,320.28		2,272.04		–10.14		1.19
2001		1,148.08		1,975.70		–13.04		1.36
2002		879.82		1,514.06		–23.37		1.81
2003		1,111.92		1,913.47		26.38		1.63
2004		1,211.92		2,085.56		8.99		1.72
2005		1,248.29		2,148.15		3.00		1.86
2006		1,418.30		2,440.72		13.62		1.81
2007		1,468.36		2,526.86		3.53		1.89
2008		903.25		1,554.38		–38.49		3.14
2009		1,115.10		1,918.95		23.45		1.95
2010		1,257.64		2,164.24		12.78		1.87
2011		1,257.60		2,164.17		–0.003		2.23
2012		1,426.19		2,454.29		13.41		2.19
2013		1,848.36		3,180.79		29.60		1.89
2014		2,058.90		3,543.10		11.39		2.01
2015		2043.94		3517.36		–0.0073		2.20
2016		2,238.83		3,852.74		9.53		2.10
2017		2,673.61		4,600.95		19.42		1.83

* Source: S&P. Reflects no deduction for fees, expenses or taxes.

** Source: S&P. Yields are obtained by dividing the aggregate cash dividends by the aggregate market value of the stocks in the Index.

DIVIDENDS AND DISTRIBUTIONS

Dividends and Capital Gains

Holders of Units receive on the last Business Day of April, July, October and January an amount corresponding to the amount of any cash dividends declared on the Portfolio Securities during the applicable period, net of fees and expenses associated with operation of the Trust, and taxes, if applicable. Because of such fees and expenses, the dividend yield for Units is ordinarily less than that of the Index. Investors should consult their tax advisors regarding tax consequences associated with Trust dividends, as well as those associated with Unit sales or redemptions.

Any capital gain income recognized by the Trust in any taxable year that is not distributed during the year ordinarily is distributed at least annually in January of the following taxable year. The Trust may make additional distributions shortly after the end of the year in order to satisfy certain distribution requirements imposed by the Internal Revenue Code of 1986, as amended (the “Code”). Although all distributions

9

are currently made quarterly, under certain limited circumstances the Trustee may vary the times at which distributions are made. The amount of distributions may vary significantly from period to period. Under limited certain circumstances, special dividend payments also may be made to holders of Units. See “Additional Information Regarding Dividends and Distributions.”

No Dividend Reinvestment Service

No dividend reinvestment service is provided by the Trust. Broker-dealers, at their own discretion, may offer a dividend reinvestment service under which additional Units are purchased in the secondary market at current market prices. Investors should consult their broker-dealer for further information regarding any dividend reinvestment program offered by such broker-dealer.

Distributions in cash that are reinvested in additional Units through a dividend reinvestment service, if offered by an investor’s broker-dealer, will be taxable dividends to the same extent as if such dividends had been received in cash.

FEDERAL INCOME TAXES

The following is a description of the material U.S. federal income tax consequences of owning and disposing of Units. The discussion below provides general tax information relating to an investment in Units, but it does not purport to be a comprehensive description of all the U.S. federal income tax considerations that may be relevant to a particular person’s decision to invest in Units. This discussion does not describe all of the tax consequences that may be relevant in light of the particular circumstances of a beneficial owner of Units, including alternative minimum tax consequences, Medicare contribution tax consequences and tax consequences applicable to beneficial owners subject to special rules, such as:

• certain financial institutions;

• regulated investment companies;

• real estate investment trusts;

• dealers or traders in securities that use a mark-to-market method of tax accounting;

• persons holding Units as part of a hedging transaction, straddle, wash sale, conversion transaction or integrated transaction or persons entering into a constructive sale with respect to the Units;

• U.S. Holders (as defined below) whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

• entities classified as partnerships or otherwise treated as pass-through entities for U.S. federal income tax purposes;

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• certain former U.S. citizens and residents and expatriated entities;

• tax-exempt entities, including an “individual retirement account” or “Roth IRA”; or

• insurance companies.

If an entity that is classified as a partnership for U.S. federal income tax purposes holds Units, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding Units and partners in such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of holding and disposing of the Units.

The following discussion applies only to an owner of Units that (i) is treated as the beneficial owner of such Units for U.S. federal income tax purposes, (ii) holds such Units as capital assets and (iii) unless otherwise noted, is a U.S. Holder. A “U.S. Holder” is (i) an individual who is a citizen or resident of the United States; (ii) a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or (iii) an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

This discussion is based on the Code, administrative pronouncements, judicial decisions, and final, temporary and proposed Treasury regulations all as of the date hereof, any of which is subject to change, possibly with retroactive effect.

Prospective purchasers of Units are urged to consult their tax advisors with regard to the application of the U.S. federal income and estate tax laws to their particular situations, as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Taxation of the Trust

The Trust believes that it qualified as a regulated investment company under Subchapter M of the Code (a “RIC”) for its taxable year ended September 30, 2017 and intends to qualify as a RIC in the current and future taxable years. Assuming that the Trust so qualifies and that it satisfies the distribution requirements described below, the Trust generally will not be subject to U.S. federal income tax on income distributed in a timely manner to the holders of its Units (“Unitholders”).

To qualify as a RIC for any taxable year, the Trust must, among other things, satisfy both an income test and an asset diversification test for such taxable year. Specifically, (i) at least 90% of the Trust’s gross income for such taxable year must consist of dividends; interest; payments with respect to certain securities loans; gains from the sale or other disposition of stock, securities or foreign currencies; other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or

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currencies; and net income derived from interests in “qualified publicly traded partnerships” (such income, “Qualifying RIC Income”) and (ii) the Trust’s holdings must be diversified so that, at the end of each quarter of such taxable year, (a) at least 50% of the value of the Trust’s total assets is represented by cash and cash items, securities of other RICs, U.S. government securities and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Trust’s total assets and not greater than 10% of the outstanding voting securities of such issuer and (b) not more than 25% of the value of the Trust’s total assets is invested (x) in the securities (other than U.S. government securities or securities of other RICs) of any one issuer or of two or more issuers that the Trust controls and that are engaged in the same, similar or related trades or businesses or (y) in the securities of one or more “qualified publicly traded partnerships.” A “qualified publicly traded partnership” is generally defined as an entity that is treated as a partnership for U.S. federal income tax purposes if (i) interests in such entity are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof and (ii) less than 90% of such entity’s gross income for the relevant taxable year consists of Qualifying RIC Income. The Trust’s share of income derived from a partnership other than a “qualified publicly traded partnership” will be treated as Qualifying RIC Income only to the extent that such income would have constituted Qualifying RIC Income if derived directly by the Trust.

In order to be exempt from U.S. federal income tax on its distributed income, the Trust must distribute to its Unitholders on a timely basis at least 90% of its “investment company taxable income” (determined prior to the deduction for dividends paid by the Trust) and its net tax-exempt interest income for each taxable year. In general, a RIC’s “investment company taxable income” for any taxable year is its taxable income, determined without regard to net capital gain (that is, the excess of net long-term capital gains over net short-term capital losses) and with certain other adjustments. Any taxable income, including any net capital gain, that the Trust does not distribute to its Unitholders in a timely manner will be subject to U.S. federal income tax at regular corporate rates.

A RIC will be subject to a nondeductible 4% excise tax on certain amounts that it fails to distribute during each calendar year. In order to avoid this excise tax, a RIC must distribute during each calendar year an amount at least equal to the sum of (i) 98% of its ordinary taxable income for the calendar year, (ii) 98.2% of its capital gain net income for the one-year period ended on October 31 of the calendar year and (iii) any ordinary income and capital gains for previous years that were not distributed during those years. For purposes of determining whether the Trust has met this distribution requirement, (i) certain ordinary gains and losses that would otherwise be taken into account for the portion of the calendar year after October 31 will be treated as arising on January 1 of the following calendar year and (ii) the Trust will be deemed to have distributed any income or gains on which it has paid U.S. federal income tax.

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If the Trust failed to qualify as a RIC or failed to satisfy the 90% distribution requirement in any taxable year, the Trust would be subject to U.S. federal income tax at regular corporate rates on its taxable income, including its net capital gain, even if such income were distributed to its Unitholders, and all distributions out of earnings and profits would be taxable as dividend income. Such distributions generally would be eligible for the dividends-received deduction in the case of corporate U.S. Holders and would constitute “qualified dividend income” for individual U.S. Holders. See “Federal Income Taxes — Tax Consequences to U.S. Holders — Distributions.” In addition, the Trust could be required to recognize unrealized gains, pay taxes and make distributions (which could be subject to interest charges) before requalifying for taxation as a RIC. If the Trust fails to satisfy the income test or diversification test described above, however, it may be able to avoid losing its status as a RIC by timely curing such failure, paying a tax and/or providing notice of such failure to the U.S. Internal Revenue Service (the “IRS”).

In order to meet the distribution requirements necessary to be exempt from U.S. federal income and excise tax, the Trust may be required to make distributions in excess of the yield performance of the Portfolio Securities and may be required to sell securities.

Tax Consequences to U.S. Holders

Distributions.    Distributions of the Trust’s ordinary income and net short-term capital gains will, except as described below with respect to distributions of “qualified dividend income,” generally be taxable to U.S. Holders as ordinary income to the extent such distributions are paid out of the Trust’s current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. Distributions (or deemed distributions, as described below), if any, of net capital gains will be taxable as long-term capital gains, regardless of the length of time the U.S. Holder has owned Units. A distribution of an amount in excess of the Trust’s current and accumulated earnings and profits will be treated as a return of capital that will be applied against and reduce the U.S. Holder’s basis in its Units. If the amount of any such distribution exceeds the U.S. Holder’s basis in its Units, the excess will be treated as gain from a sale or exchange of the Units.

The ultimate tax characterization of the distributions that the Trust makes during any taxable year cannot be determined until after the end of the taxable year. As a result, it is possible that the Trust will make total distributions during a taxable year in an amount that exceeds its current and accumulated earnings and profits. Return-of-capital distributions may result, for example, if the Trust makes distributions of cash amounts deposited in connection with Portfolio Deposits (as defined below in “Purchases and Redemptions of Creation Units — Purchase (Creation)”). Return-of-capital distributions may be more likely to occur in periods during which the number of outstanding Units fluctuates significantly.

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Distributions of the Trust’s “qualified dividend income” to an individual or other non-corporate U.S. Holder will be treated as “qualified dividend income” and will therefore be taxed at rates applicable to long-term capital gains, provided that the U.S. Holder meets certain holding period and other requirements with respect to its Units and that the Trust meets certain holding period and other requirements with respect to the underlying shares of stock. “Qualified dividend income” generally includes dividends from domestic corporations and dividends from foreign corporations that meet certain specified criteria.

Dividends distributed by the Trust to a corporate U.S. Holder will qualify for the dividends-received deduction only to the extent that the dividends consist of distributions of dividends eligible for the dividends-received deduction received by the Trust and the U.S. Holder meets certain holding period and other requirements with respect to the underlying shares of stock. Dividends eligible for the dividends-received deduction generally are dividends from domestic corporations.

The Trust intends to distribute its net capital gains at least annually. If, however, the Trust retains any net capital gains for reinvestment, it may elect to treat such net capital gains as having been distributed to the Unitholders. If the Trust makes such an election, each U.S. Holder will be required to report its share of such undistributed net capital gain as long-term capital gain and will be entitled to claim its share of the U.S. federal income taxes paid by the Trust on such undistributed net capital gain as a credit against its own U.S. federal income tax liability, if any, and to claim a refund on a properly filed U.S. federal income tax return to the extent that the credit exceeds such tax liability. In addition, each U.S. Holder will be entitled to increase the adjusted tax basis of its Units by the difference between its share of such undistributed net capital gain and the related credit and/or refund. There can be no assurance that the Trust will make this election if it retains all or a portion of its net capital gain for a taxable year.

Because the tax treatment of a distribution depends upon the Trust’s current and accumulated earnings and profits, a distribution received shortly after an acquisition of Units may be taxable, even though, as an economic matter, the distribution represents a return of the U.S. Holder’s initial investment. Although dividends generally will be treated as distributed when paid, dividends declared in October, November or December, payable to Unitholders of record on a specified date in one of those months, and paid during the following January, will be treated for U.S. federal income tax purposes as having been distributed by the Trust and received by the Unitholders on December 31 of the year in which declared. Unitholders will be notified annually as to the U.S. federal tax status of distributions.

Sales and Redemptions of Units.    In general, upon the sale or other disposition of Units, a U.S. Holder will recognize capital gain or loss in an amount equal to the difference, if any, between the amount realized on the sale or other disposition and the U.S. Holder’s adjusted tax basis in the relevant Units. Such gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the relevant Units was more than one year on the date of the sale or other disposition.

14

Under current law, net capital gain (that is, the excess of net long-term capital gains over net short-term capital losses) recognized by non-corporate U.S. Holders is generally subject to U.S. federal income tax at lower rates than the rates applicable to ordinary income.

Losses recognized by a U.S. Holder on the sale or other disposition of Units held for six months or less will be treated as long-term capital losses to the extent of any distribution of long-term capital gain received (or deemed received, as discussed above) with respect to such Units. In addition, no loss will be allowed on a sale or other disposition of Units if the U.S. Holder acquires Units, or enters into a contract or option to acquire Units, within 30 days before or after such sale or other disposition. In such a case, the basis of the Units acquired will be adjusted to reflect the disallowed loss.

If a U.S. Holder receives an in-kind distribution in redemption of Units (which must constitute a Creation Unit, as discussed in “Purchases and Redemptions of Creation Units — Redemption”), the U.S. Holder will realize gain or loss in an amount equal to the difference between the aggregate fair market value as of the redemption date of the stocks and cash received in the redemption and the U.S. Holder’s adjusted tax basis in the relevant Units. The U.S. Holder will generally have an initial tax basis in the distributed stocks equal to their respective fair market values on the redemption date. The IRS may assert that any resulting loss may not be recognized on the ground that there has been no material change in the U.S. Holder’s economic position. The Trust will not recognize gain or loss for U.S. federal income tax purposes on an in-kind distribution in redemption of Creation Units.

Under U.S. Treasury regulations, if a U.S. Holder recognizes losses with respect to Units of $2 million or more for an individual U.S. Holder or $10 million or more for a corporate U.S. Holder, the U.S. Holder must file with the IRS a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement, but under current guidance, shareholders of a RIC are not exempted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the U.S. Holder’s treatment of the loss is proper. Certain states may have similar disclosure requirements.

Portfolio Deposits.    Upon the transfer of a Portfolio Deposit (as defined below in “Purchases and Redemptions of Creation Units — Purchase (Creation)”) to the Trust, a U.S. Holder will generally realize gain or loss with respect to each stock included in the Portfolio Deposit in an amount equal to the difference, if any, between the amount received with respect to such stock and the U.S. Holder’s basis in the stock. The amount received with respect to each stock included in a Portfolio Deposit is determined by allocating among all of the stocks included in the Portfolio Deposit an amount equal to the fair market value of the Creation Units received (determined as of the date of transfer of the Portfolio Deposit) plus the amount of any cash received from the Trust, reduced by the amount of any cash that the U.S. Holder pays to the Trust. This allocation is made among such stocks in accordance with their relative

15

fair market values as of the date of transfer of the Portfolio Deposit. The IRS may assert that any loss resulting from the transfer of a Portfolio Deposit to the Trust may not be recognized on the ground that there has been no material change in the economic position of the U.S. Holder. The Trust will not recognize gain or loss for U.S. federal income tax purposes on the issuance of Creation Units in exchange for Portfolio Deposits.

Backup Withholding and Information Returns.    Payments on the Units and proceeds from a sale or other disposition of Units will be subject to information reporting unless the U.S. Holder is an exempt recipient. A U.S. Holder will be subject to backup withholding on all such amounts unless (i) the U.S. Holder is an exempt recipient or (ii) the U.S. Holder provides its correct taxpayer identification number (generally, on IRS Form W-9) and certifies that it is not subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld pursuant to the backup withholding rules will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is furnished to the IRS on a timely basis.

Tax Consequences to Non-U.S. Holders

A “Non-U.S. Holder” is a person that, for U.S. federal income tax purposes, is a beneficial owner of Units and is a nonresident alien individual, a foreign corporation, a foreign trust or a foreign estate. The discussion below does not apply to a Non-U.S. Holder who is a nonresident alien individual and is present in the United States for 183 days or more during any taxable year. Such Non-U.S. Holders should consult their tax advisors with respect to the particular tax consequences to them of an investment in the Trust. The U.S. federal income taxation of a Non-U.S. Holder depends on whether the income that the Non-U.S. Holder derives from the Trust is “effectively connected” with a trade or business that the Non-U.S. Holder conducts in the United States (and, if required by an applicable tax treaty, is attributable to a U.S. permanent establishment maintained by the Non-U.S. Holder).

If the income that a Non-U.S. Holder derives from the Trust is not “effectively connected” with a U.S. trade or business conducted by such Non-U.S. Holder (or, if an applicable tax treaty so provides, the Non-U.S. Holder does not maintain a permanent establishment in the United States), distributions of “investment company taxable income” to such Non-U.S. Holder will generally be subject to U.S. federal withholding tax at a rate of 30% (or lower rate under an applicable tax treaty). Provided that certain requirements are satisfied, this withholding tax will not be imposed on dividends paid by the Trust to the extent that the underlying income out of which the dividends are paid consists of U.S.-source interest income or short-term capital gains that would not have been subject to U.S. withholding tax if received directly by the Non-U.S. Holder (“interest-related dividends” and “short-term capital gain dividends,” respectively).

16

A Non-U.S. Holder whose income from the Trust is not “effectively connected” with a U.S. trade or business (or, if an applicable tax treaty so provides, does not maintain a permanent establishment in the United States) will generally be exempt from U.S. federal income tax on capital gain dividends and any amounts retained by the Trust that are designated as undistributed capital gains. In addition, such a Non-U.S. Holder will generally be exempt from U.S. federal income tax on any gains realized upon the sale or exchange of Units.

If the income from the Trust is “effectively connected” with a U.S. trade or business carried on by a Non-U.S. Holder (and, if required by an applicable tax treaty, is attributable to a U.S. permanent establishment maintained by the Non-U.S. Holder), any distributions of “investment company taxable income,” any capital gain dividends, any amounts retained by the Trust that are designated as undistributed capital gains and any gains realized upon the sale or exchange of Units will be subject to U.S. federal income tax, on a net income basis, at the rates applicable to U.S. Holders. A Non-U.S. Holder that is a corporation may also be subject to the U.S. branch profits tax.

Information returns will be filed with the IRS in connection with certain payments on the Units and may be filed in connection with payments of the proceeds from a sale or other disposition of Units. A Non-U.S. Holder may be subject to backup withholding on distributions or on the proceeds from a redemption or other disposition of Units if such Non-U.S. Holder does not certify its non-U.S. status under penalties of perjury or otherwise establish an exemption. Backup withholding is not an additional tax. Any amounts withheld pursuant to the backup withholding rules will be allowed as a credit against the Non-U.S. Holder’s U.S. federal income tax liability, if any, and may entitle the Non-U.S. Holder to a refund, provided that the required information is furnished to the IRS on a timely basis.

In order to qualify for the exemption from U.S. withholding on interest-related dividends, to qualify for an exemption from U.S. backup withholding and to qualify for a reduced rate of U.S. withholding tax on Trust distributions pursuant to an income tax treaty, a Non-U.S. Holder must generally deliver to the withholding agent a properly executed IRS form (generally, Form W-8BEN or Form W-8BEN-E, as applicable). In order to claim a refund of any Trust-level taxes imposed on undistributed net capital gain, any withholding taxes or any backup withholding, a Non-U.S. Holder must obtain a U.S. taxpayer identification number and file a U.S. federal income tax return, even if the Non-U.S. Holder would not otherwise be required to obtain a U.S. taxpayer identification number or file a U.S. income tax return.

Under Sections 1471 through 1474 of the Code (“FATCA”), a withholding tax at the rate of 30% will generally be imposed on payments to certain foreign entities (including financial intermediaries) of dividends on Units and, for dispositions after December 31, 2018, on gross proceeds from the sale or other disposition made to a foreign entity unless the foreign entity provides the withholding agent with certifications and other information (which may include information relating to

17

ownership by U.S. persons of interests in, or accounts with, the foreign entity). If FATCA withholding is imposed, a beneficial owner of Units that is not a foreign financial institution generally may obtain a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). Non-U.S. Holders should consult their tax advisors regarding the possible implications of FATCA on their investment in Units.

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SPDR S&P 500 ETF Trust

Report of Independent Registered Public Accounting Firm

To the Trustee and Unitholders of SPDR S&P 500 ETF Trust:

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 the SPDR S&P 500 ETF Trust as of September 30, 2017, the results of its operations for each of the three years then ended, the changes in its net assets for each of the three years in the period then ended and the financial highlights for each of the five years in the period then ended, 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 Trustee. 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 as of September 30, 2017 by correspondence with the custodian and the application of alternative auditing procedures where securities purchased had not been received, provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Boston, Massachusetts

November 21, 2017

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SPDR S&P 500 ETF Trust

Statement of Assets and Liabilities

September 30, 2017

ASSETS
Investments in unaffiliated issuers, at value (Note 2)	$	242,170,312,020
Investments in affiliates of the Trustee and the Sponsor, at value		857,967,822
Total Investments		243,028,279,842
Cash		1,289,995,349
Receivable for units of fractional undivided interest (“Units”) issued in-kind		440,808
Dividends receivable — unaffiliated issuers (Note 2)		232,028,778
Dividends receivable — affiliated issuers (Note 2)		1,756,866
Total Assets		244,552,501,643
LIABILITIES
Accrued Trustee expense (Note 3)		10,866,052
Accrued Marketing expense (Note 3)		3,957,977
Distribution payable		1,206,712,277
Accrued expenses and other liabilities		31,389,812
Total Liabilities		1,252,926,118
NET ASSETS	$	243,299,575,525
NET ASSETS CONSIST OF:
Paid in capital (Note 4)	$	245,362,817,490
Distribution in excess of net investment income		(1,093,659,404	)
Accumulated net realized gain (loss) on investments		(4,266,993,559	)
Net unrealized appreciation (depreciation) on:
Investments — affiliated issuers		108,435,346
Investments — unaffiliated issuers		3,188,975,652
NET ASSETS	$	243,299,575,525
NET ASSET VALUE PER UNIT	$	251.30
UNITS OUTSTANDING (UNLIMITED UNITS AUTHORIZED)		968,182,116
COST OF INVESTMENTS:
Unaffiliated issuers	$	238,981,336,368
Affiliates of the Trustee and the Sponsor (Note 3)		749,532,476
Total Cost of Investments	$	239,730,868,844

See accompanying notes to financial statements.

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SPDR S&P 500 ETF Trust

Statements of Operations

	Year Ended 9/30/17			Year Ended 9/30/16			Year Ended 9/30/15
INVESTMENT INCOME
Dividend income — unaffiliated issuers (Note 2)	$	4,737,367,911		$	3,945,216,356		$	4,005,208,734
Dividend income — affiliates of the Trustee and the Sponsor		11,842,443			9,522,352			8,629,447
Foreign taxes withheld		(9,787	)		(1,701	)		(400,124	)
Total Investment Income		4,749,200,567			3,954,737,007			4,013,438,057
EXPENSES
Trustee expense (Note 3)		126,137,525			103,362,752			105,581,093
S&P license fee (Note 3)		69,123,020			55,221,522			55,780,384
Marketing expense (Note 3)		18,358,255			36,504,376			36,786,924
Legal and audit fees		241,998			384,056			558,523
Other expenses		2,644,758			2,221,602			3,771,679
Total Expenses		216,505,556			197,694,308			202,478,603
Trustee expense waiver		(658,036	)		(25,222,398	)		(28,513,292	)
Net Expenses		215,847,520			172,471,910			173,965,311
NET INVESTMENT INCOME (LOSS)		4,533,353,047			3,782,265,097			3,839,472,746
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
Investments — unaffiliated issuers		(1,368,210,820	)		(1,028,840,743	)		(255,433,855	)
Investments — affiliates of the Trustee and the Sponsor		(355,947	)		26,620,667			50,429,127
In-kind redemptions — unaffiliated issuers		22,363,636,511			11,251,354,143			20,975,938,027
In-kind redemptions — affiliated issuers		89,897,379			30,680,189			27,207,869
Net realized gain (loss)		21,084,967,123			10,279,814,256			20,798,141,168
Net change in unrealized appreciation/depreciation on:
Investments — unaffiliated issuers		12,961,822,882			10,942,349,396			(25,396,805,455	)
Investments — affiliates of the Trustee and the Sponsor		113,290,379			24,374,172			(34,779,514	)
Net change in unrealized appreciation/depreciation		13,075,113,261			10,966,723,568			(25,431,584,969	)
NET REALIZED AND UNREALIZED GAIN (LOSS)		34,160,080,384			21,246,537,824			(4,633,443,801	)
NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS	$	38,693,433,431		$	25,028,802,921		$	(793,971,055	)

See accompanying notes to financial statements.

21

SPDR S&P 500 ETF Trust

Statements of Changes in Net Assets

	Year Ended 9/30/17			Year Ended 9/30/16			Year Ended 9/30/15
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	4,533,353,047		$	3,782,265,097		$	3,839,472,746
Net realized gain (loss)		21,084,967,123			10,279,814,256			20,798,141,168
Net change in unrealized appreciation/depreciation		13,075,113,261			10,966,723,568			(25,431,584,969	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		38,693,433,431			25,028,802,921			(793,971,055	)
NET EQUALIZATION CREDITS AND CHARGES (NOTE 2)		57,766,713			21,466,005			69,539,438
DISTRIBUTIONS TO UNITHOLDERS FROM NET INVESTMENT INCOME		(4,709,369,232	)		(3,930,525,113	)		(3,768,615,848	)
INCREASE (DECREASE) IN NET ASSETS FROM UNIT TRANSACTIONS:
Proceeds from issuance of Units		457,292,137,220			432,172,352,001			515,823,857,164
Cost of Units redeemed		(445,257,589,858	)		(422,673,566,737	)		(524,519,686,326	)
Net income equalization (Note 2)		(57,766,713	)		(21,466,005	)		(69,539,438	)
NET INCREASE (DECREASE) IN NET ASSETS FROM ISSUANCE AND REDEMPTION OF UNITS		11,976,780,649			9,477,319,259			(8,765,368,600	)
Contribution by Trustee (Note 3)		—			—			26,920,521
NET INCREASE (DECREASE) IN NET ASSETS DURING THE PERIOD		46,018,611,561			30,597,063,072			(13,231,495,544	)
NET ASSETS AT BEGINNING OF PERIOD		197,280,963,964			166,683,900,892			179,915,396,436
NET ASSETS AT END OF PERIOD	$	243,299,575,525		$	197,280,963,964		$	166,683,900,892
DISTRIBUTION IN EXCESS OF NET INVESTMENT INCOME	$	(1,093,659,404	)	$	(985,690,493	)	$	(919,630,875	)
UNIT TRANSACTIONS:
Units sold		1,958,700,000			2,107,450,000			2,537,300,000
Units redeemed		(1,902,150,000	)		(2,065,000,000	)		(2,581,500,000	)
NET INCREASE (DECREASE)		56,550,000			42,450,000			(44,200,000	)

See accompanying notes to financial statements.

22

SPDR S&P 500 ETF Trust

Financial Highlights

Selected data for a Unit outstanding throughout each period

	Year Ended 9/30/17			Year Ended 9/30/16			Year Ended 9/30/15			Year Ended 9/30/14			Year Ended 9/30/13
Net asset value, beginning of period	$	216.40		$	191.77		$	196.98		$	167.96		$	144.00
Income (loss) from investment operations:
Net investment income (loss)(a)		4.65			4.27			4.28			3.60			3.36
Net realized and unrealized gain (loss)		34.97			24.76			(5.47	)		29.03			23.91
Total from investment operations		39.62			29.03			(1.19	)		32.63			27.27
Net equalization credits and charges(a)		0.06			0.02			0.08			0.07			0.08
Contribution by Trustee		—			—			0.03	(b)		—			—
Less Distributions from:
Net investment income		(4.78	)		(4.42	)		(4.13	)		(3.68	)		(3.39	)
Net asset value, end of period	$	251.30		$	216.40		$	191.77		$	196.98		$	167.96
Total return(c)		18.44	%(d)		15.30	%		(0.64	)%(e)		19.57	%		19.09	%
Ratios and Supplemental Data:
Net assets, end of period (in 000s)	$	243,299,576		$	197,280,964		$	166,683,901		$	179,915,396		$	144,624,137
Ratios to average net assets:
Total expenses (excluding Trustee earnings credit and fee waivers)		0.09	%		0.11	%		0.11	%		0.11	%		0.11	%
Total expenses (excluding Trustee earnings credit)		0.09	%		0.11	%		0.11	%		0.11	%		0.11	%
Net expenses(f)		0.09	%		0.09	%		0.09	%		0.09	%		0.09	%
Net investment income (loss)		1.98	%		2.07	%		2.09	%		1.93	%		2.15	%
Portfolio turnover rate(g)		3	%		4	%		3	%		4	%		3	%

(a) Per Unit numbers have been calculated using the average shares method, which more appropriately presents per Unit data for the year.

(b) Contribution paid by the Trustee (State Street Bank and Trust Company) in the amount of $26,920,521. (See Note 3).

(c) Total return is calculated assuming a purchase of Units at net asset value per Unit on the first day and a sale at net asset value per Unit on the last day of each period reported. Distributions are assumed, for the purposes of this calculation, to be reinvested at the net asset value per Unit on the respective payment dates of the Trust. Total return for a period of less than one year is not annualized. Broker commission charges are not included in this calculation.

(d) Reflects a non-recurring litigation payment received by the Trust from State Street Corp., an affiliate, which amounted to less than $0.005 per unit outstanding as of March 20, 2017. This payment resulted in an increase to total return of less than 0.005% for the period ended September 30, 2017.

(e) Total return would have been lower by 0.01% if the Trustee had not made a contribution. (See Note 3).

(f) Net of expenses waived by the Trustee.

(g) Portfolio turnover rate excludes securities received or delivered from in-kind processing of creations or redemptions of Units.

See accompanying notes to financial statements.

23

SPDR S&P 500 ETF Trust

Notes to Financial Statements

September 30, 2017

Note 1 — Organization

SPDR S&P 500 ETF Trust (the “Trust”) is a unit investment trust created under the laws of the State of New York and registered under the Investment Company Act of 1940, as amended. The Trust was created to provide investors with the opportunity to purchase a security representing a proportionate undivided interest in a portfolio of securities consisting of substantially all of the component common stocks, in substantially the same weighting, which comprise the Standard & Poor’s 500^® Index (the “S&P 500 Index”). Each unit of fractional undivided interest in the Trust is referred to as a “Unit”. The Trust commenced operations on January 22, 1993 upon the initial issuance of 150,000 Units (equivalent to three “Creation Units” — see Note 4) in exchange for a portfolio of securities assembled to reflect the intended portfolio composition of the Trust.

Effective June 16, 2017, State Street Bank and Trust Company (“SSBT”) resigned as trustee of the Trust. PDR Services, LLC, as sponsor of the Trust (the “Sponsor”), appointed State Street Global Advisors Trust Company, a wholly-owned subsidiary of SSBT, as trustee of the Trust (the “Trustee”).

The services received, and the trustee fees paid, by the Trust will not change as a result of the change in the identity of the Trustee. SSBT continues to maintain the Trust’s accounting records, act as custodian and transfer agent to the Trust, and provide administrative services, including the filing of certain regulatory reports.

Under the Amended and Restated Standard Terms and Conditions of the Trust, as amended (the “Trust Agreement”), the Sponsor and the Trustee are indemnified against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust enters into contracts that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. However, based on experience, the Trustee expects the risk of material loss to be remote.

The Sponsor is an indirect, wholly-owned subsidiary of Intercontinental Exchange, Inc. (“ICE”). ICE is a publicly-traded entity, trading on the New York Stock Exchange under the symbol “ICE.”

Note 2 — Summary of Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements:

The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and

24

SPDR S&P 500 ETF Trust

Notes to Financial Statements

September 30, 2017

Note 2 — Summary of Significant Accounting Policies – (continued)

assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The Trust is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies.

Security Valuation

The Trust’s investments are valued at fair value each day that the New York Stock Exchange (“NYSE”) is open and, for financial reporting purposes, as of the report date should the reporting period end on a day that the NYSE is not open. Fair value is generally defined as the price a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. By its nature, a fair value price is a good faith estimate of the valuation in a current sale and may not reflect an actual market price. The investments of the Trust are valued pursuant to the policy and procedures developed by the Oversight Committee of the Trustee (the “Committee”). The Committee provides oversight of the valuation of investments for the Trust. Valuation techniques used to value the Trust’s equity investments are as follows:

Equity investments (including preferred stocks) traded on a recognized securities exchange for which market quotations are readily available are valued at the last sale price or official closing price, as applicable, on the primary market or exchange on which they trade. Equity investments traded on a recognized exchange for which there were no sales on that day are valued at the last published sale price or at fair value.

In the event that prices or quotations are not readily available or that the application of these valuation methods results in a price for an investment that is deemed to be not representative of the fair value of such investment, fair value will be determined in good faith by the Committee, in accordance with the valuation policy and procedures approved by the Trustee.

Fair value pricing could result in a difference between the prices used to calculate the Trust’s net asset value and the prices used by the Trust’s underlying index, S&P 500 Index, which in turn could result in a difference between the Trust’s performance and the performance of the S&P 500 Index.

The Trust values its assets and liabilities at fair value using a hierarchy that prioritizes the inputs to valuation techniques, giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) when market prices are not readily available or reliable. The

25

SPDR S&P 500 ETF Trust

Notes to Financial Statements

September 30, 2017

Note 2 — Summary of Significant Accounting Policies – (continued)

categorization of a value determined for an investment within the hierarchy is based upon the pricing transparency of the investment and is not necessarily an indication of the risk associated with the investment.

The three levels of the fair value hierarchy are as follows:

• Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities;

• Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability (such as exchange rates, financing terms, interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market-corroborated inputs; and

• Level 3 — Unobservable inputs for the asset or liability, including the Committee’s assumptions used in determining the fair value of investments.

Changes in valuation techniques may result in transfers in or out of an assigned level within the fair value hierarchy. Transfers between different levels of the fair value hierarchy are recognized at the end of the reporting period. The Trust did not hold any investments valued using Level 2 or Level 3 inputs as of September 30, 2017 and did not have any transfers between levels for the year ended September 30, 2017.

Investment Transactions and Income Recognition

Investment transactions are accounted for on the trade date for financial reporting purposes. Dividend income and capital gain distributions, if any, are recognized daily on the ex-dividend date, net of any foreign taxes withheld at source, if any. Non-cash dividends received in the form of stock, if any, are recorded as dividend income at fair value. Distributions received by the Trust may include a return of capital that is estimated by the Trustee. Such amounts are recorded as a reduction of the cost of investments or reclassified to capital gains. The Trust invests in real estate investment trusts (“REITs”). REITs determine the characterization of their income annually and may characterize a portion of their distributions as a return of capital or capital gain. The Trust’s policy is to record all REIT distributions as dividend income initially and re-designate the prior calendar year’s return of capital or capital gain distributions at year end. Realized gains and losses from the sale or disposition of investments are determined using the identified cost method.

26

SPDR S&P 500 ETF Trust

Notes to Financial Statements

September 30, 2017

Note 2 — Summary of Significant Accounting Policies – (continued)

Distributions

The Trust declares and distributes dividends from net investment income to its holders of Units (“Unitholders”), if any, quarterly. Capital gain distributions, if any, are generally declared and paid annually. Additional distributions may be paid by the Trust to avoid imposition of federal income and excise tax on any remaining undistributed net investment income and capital gains. The amount and character of income and gains to be distributed are determined in accordance with federal tax regulations which may differ from net investment income and realized gains recognized for U.S. GAAP purposes.

Equalization

The Trust follows the accounting practice known as “Equalization” by which a portion of the proceeds from sales and costs of reacquiring the Trust’s Units, equivalent on a per Unit basis to the amount of distributable net investment income on the date of the transaction, is credited or charged to undistributed net investment income. As a result, undistributed net investment income per Unit is unaffected by sales or reacquisitions of the Trust’s Units. Amounts related to Equalization can be found on the Statements of Changes in Net Assets.

Federal Income Taxes

For U.S. federal income tax purposes, the Trust has qualified as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended (a “RIC”), and intends to continue to qualify as a RIC. As a RIC, the Trust will generally not be subject to U.S. federal income tax for any taxable year on income, including net capital gains, that it distributes to its Unitholders, provided that it distributes on a timely basis at least 90% of its “investment company taxable income” determined prior to the deduction for dividends paid by the Trust (generally, its taxable income other than net capital gain) for such taxable year. In addition, provided that the Trust distributes substantially all of its ordinary income and capital gains during each calendar year, the Trust will not be subject to U.S. federal excise tax. Income and capital gain distributions are determined in accordance with tax regulations which may differ from U.S. GAAP. These book-tax differences are primarily due to differing treatments for expired carry forward losses, in-kind transactions, REITs and losses deferred due to wash sales.

U.S. GAAP requires the evaluation of tax positions taken in the course of preparing the Trust’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. For U.S. GAAP purposes, the Trust recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained, assuming examination by tax authorities.

27

SPDR S&P 500 ETF Trust

Notes to Financial Statements

September 30, 2017

Note 2 — Summary of Significant Accounting Policies – (continued)

The Trust has reviewed its tax positions for the open tax years as of September 30, 2017 and has determined that no provision for income tax is required in the Trust’s financial statements. Generally, the Trust’s tax returns for the prior three fiscal years remain subject to examinations by the Trust’s major tax jurisdictions, which include the United States of America, the Commonwealth of Massachusetts and the State of New York. The Trust recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statements of Operations. There were no such expenses for the year ended September 30, 2017.

No income tax returns are currently under examination. The Trustee has analyzed the relevant tax laws and regulations and their application to the Trust’s facts and circumstances and does not believe there are any uncertain tax positions that require recognition of any tax liabilities. Any potential tax liability is also subject to ongoing interpretation of laws by taxing authorities. The tax treatment of the Trust’s investments may change over time based on factors including, but not limited to, new tax laws, regulations and interpretations thereof.

During the year ended September 30, 2017, the Trust reclassified $22,453,533,890 of non-taxable security gains realized from the in-kind redemption of Creation Units (Note 4) as an increase to paid in capital in the Statement of Assets and Liabilities.

At September 30, 2017, the Trust had the following capital loss carryforwards that may be utilized to offset any net realized capital gains, expiring September 30:

2018	$	188,539,023
Non-Expiring – Short Term*		476,056,859
Non-Expiring – Long Term*		3,560,477,030

During the tax year ended September 30, 2017, the Trust utilized capital loss carryforwards of $0 and $2,553,965,847 of capital loss carryforwards expired.

* Must be utilized prior to losses subject to expiration

At September 30, 2017, gross unrealized appreciation and gross unrealized depreciation of investments based on cost for federal income tax purposes were as follows:

	Tax Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Net Unrealized Appreciation (Depreciation)
SPDR S&P 500 ETF Trust	$	239,772,789,494	$	18,104,130,863	$	14,848,640,515	$	3,255,490,348

28

SPDR S&P 500 ETF Trust

Notes to Financial Statements

September 30, 2017

Note 2 — Summary of Significant Accounting Policies – (continued)

The tax character of distributions paid during the years ended September 30, 2017, 2016, and 2015 were as follows:

Distributions paid from:	2017		2016		2015
Ordinary Income	$	4,709,369,232	$	3,930,525,113	$	3,768,615,848

As of September 30, 2017, the components of distributable earnings (excluding unrealized appreciation/(depreciation)) were undistributed ordinary income of $113,052,873 and undistributed capital gain of $0.

Note 3 — Transactions with Affiliates of the Trustee and Sponsor

SSBT maintains the Trust’s accounting records, acts as custodian and transfer agent to the Trust, and provides administrative services, including the filing of certain regulatory reports. The Trustee is responsible for determining the composition of the portfolio of securities which must be delivered and/or received in exchange for the issuance and/or redemption of Creation Units of the Trust, and for adjusting the composition of the Trust’s portfolio from time to time to conform to changes in the composition and/or weighting structure of the S&P 500 Index. For these services, the Trustee (SSBT prior to June 16, 2017) received a fee at the following annual rates for the year ended September 30, 2017:

Net asset value of the Trust	Fee as a percentage of net asset value of the Trust
$0 - $499,999,999	0.10% per annum plus or minus the Adjustment Amount
$500,000,000 - $2,499,999,999	0.08% per annum plus or minus the Adjustment Amount
$2,500,000,000 and above	0.06% per annum plus or minus the Adjustment Amount

The adjustment amount (the “Adjustment Amount”) is the sum of (a) the excess or deficiency of transaction fees received by the Trustee, less the expenses incurred in processing orders for the creation and redemption of Units and (b) the amounts earned by the Trustee with respect to the cash held by the Trustee for the benefit of the Trust. During the year ended September 30, 2017, the Adjustment Amount reduced the Trustee’s fee by $10,503,965. The Adjustment Amount included an excess of net transaction fees from processing orders of $4,363,005 and a Trustee earnings credit of $6,140,960.

The Trustee has voluntarily agreed to waive a portion of its fee, as needed, for one year until February 1, 2018, so that the total operating expenses would not exceed 0.0945% per annum of the daily net asset value (“NAV”) of the Trust. The total amount of such waivers by the Trustee for the years ended September 30, 2017, 2016 and 2015 are identified in the Statements of Operations. The Trustee has not entered into an agreement with the Trust to recapture waived fees in subsequent periods, and the Trustee may discontinue the voluntary waiver.

29

SPDR S&P 500 ETF Trust

Notes to Financial Statements

September 30, 2017

Note 3 — Transactions with Affiliates of the Trustee and Sponsor – (continued)

In accordance with the Trust Agreement and under the terms of an exemptive order issued by the U.S. Securities and Exchange Commission, dated December 30, 1997, the Sponsor is reimbursed by the Trust for certain expenses up to a maximum of 0.20% of the Trust’s NAV on an annualized basis. The expenses reimbursed to the Sponsor for the years ended September 30, 2017, 2016 and 2015, did not exceed 0.20% per annum.

S&P Dow Jones Indices LLC (“S&P”), per a license from Standard & Poor’s Financial Services LLC, and State Street Global Advisors Funds Distributors, LLC (“SSGA FD” or the “Marketing Agent”) have entered into a license agreement (the “License Agreement”). Effective May 1, 2017, the Marketing Agent’s name changed from State Street Global Markets, LLC to State Street Global Advisors Funds Distributors, LLC. The License Agreement grants SSGA FD, an affiliate of the Trustee, a license to use the S&P 500 Index and to use certain trade names and trademarks of S&P in connection with the Trust. The S&P 500 Index also serves as the basis for determining the composition of the Trust’s portfolio. The Trustee (on behalf of the Trust), the Sponsor and NYSE Arca, Inc. (“NYSE Arca”) have each received a sublicense from SSGA FD for the use of the S&P 500 Index and certain trade names and trademarks in connection with their rights and duties with respect to the Trust. The License Agreement may be amended without the consent of any of the owners of beneficial interests of Units. Currently, the License Agreement is scheduled to terminate on November 29, 2031, but its term may be extended without the consent of any of the owners of beneficial interests of Units. Pursuant to such arrangements and in accordance with the Trust Agreement, the Trust reimburses the Sponsor for payment of fees under the License Agreement to S&P equal to 0.03% of the daily size of the Trust (based on Unit closing price and outstanding Units) plus an annual license fee of $600,000.

The Sponsor has entered into an agreement with the Marketing Agent pursuant to which the Marketing Agent has agreed to market and promote the Trust. The Marketing Agent is reimbursed by the Sponsor for the expenses it incurs for providing such services out of amounts that the Trust reimburses the Sponsor. Expenses incurred by the Marketing Agent include, but are not limited to: printing and distribution of marketing materials describing the Trust, associated legal, consulting, advertising and marketing costs and other out-of-pocket expenses.

ALPS Distributors, Inc. (the “Distributor”) serves as the distributor of the Units. The Sponsor pays the Distributor for its services a flat annual fee of $25,000, and the Trust does not reimburse the Sponsor for this fee.

30

SPDR S&P 500 ETF Trust

Notes to Financial Statements

September 30, 2017

Note 3 — Transactions with Affiliates of the Trustee and Sponsor – (continued)

Investments in Affiliates of the Trustee and the Sponsor

The Trust has invested in companies that are considered affiliates of the Trustee (State Street Corp.) and the Sponsor (ICE). Such investments were made according to the representative portion of the S&P 500 Index. The market values of these investments at September 30, 2017 are listed in the Schedule of Investments.

On March 20, 2017, the Trust received a non-recurring litigation payment of $661,715 from State Street Corp., an affiliate of the Trustee, which is recorded as a realized gain in the Statements of Operations.

Contribution from SSBT as Trustee

On July 20, 2015, SSBT, as trustee of the Trust at such date, made a cash contribution to the Trust in connection with the correction of a class action processing error.

Note 4 — Unitholder Transactions

Units are issued and redeemed by the Trust only in Creation Unit size aggregations of 50,000 Units. Such transactions are only permitted on an in-kind basis, with a separate cash payment that is equivalent to the undistributed net investment income per Unit (income equalization) and a balancing cash component to equate the transaction to the NAV per Unit of the Trust on the transaction date. There is a transaction fee payable to the Trustee in connection with each creation and redemption of Creation Units made through the clearing process (the “Transaction Fee”). The Transaction Fee is non-refundable, regardless of the NAV of the Trust. The Transaction Fee is the lesser of $3,000 or 0.10% (10 basis points) of the value of one Creation Unit at the time of creation per participating party per day, regardless of the number of Creation Units created or redeemed on such day. The Transaction Fee is currently $3,000. For creations and redemptions outside the clearing process, including orders from a participating party restricted from engaging in transactions in one or more of the common stocks that are included in the S&P 500 Index, an additional amount not to exceed three (3) times the Transaction Fee applicable for one Creation Unit is charged per Creation Unit per day.

Note 5 — Investment Transactions

For the year ended September 30, 2017, the Trust had in-kind contributions, in-kind redemptions, purchases and sales of investment securities of $209,405,210,115,

31

SPDR S&P 500 ETF Trust

Notes to Financial Statements

September 30, 2017

Note 5 — Investment Transactions – (continued)

$197,422,740,267, $7,119,303,239, and $6,729,081,257, respectively. Net realized gain (loss) on investment transactions in the Statements of Operations includes net gains resulting from in-kind transactions of $22,453,533,890.

Note 6 — Market Risk

In the normal course of business, the Trust invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk). Due to the level of risk associated with certain investments, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

An investment in the Trust involves risks similar to those of investing in any fund of equity securities, such as market fluctuations caused by such factors as economic and political developments, changes in interest rates and perceived trends in stock prices. The value of a Unit will decline, more or less, in correlation with any decline in value of the S&P 500 Index. The values of equity securities could decline generally or could underperform other investments. The Trust would not sell an equity security because the security’s issuer was in financial trouble unless that security was removed from the S&P 500 Index.

Note 7 — Subsequent Events

The Trustee has evaluated the impact of all subsequent events on the Trust through the date on which the financial statements were available to be issued and has determined that there were no subsequent events requiring adjustment or disclosure in the financial statements.

32

SPDR S&P 500 ETF Trust

Other Information

September 30, 2017 (Unaudited)

For U.S. federal income tax purposes, the percentage of Trust distributions that qualify for the corporate dividends received deduction for the fiscal year ended September 30, 2017 is 94.0%.”

For the fiscal year ended September 30, 2017, certain dividends paid by the Trust may be designated as qualified dividend income for U.S. federal income tax purposes and subject to a maximum U.S. federal income tax rate of 20% in the case of certain non-corporate shareholders that meet applicable holding period requirements with respect to their Units. Complete information will be reported in conjunction with your 2017 Form 1099-DIV.

FREQUENCY DISTRIBUTION OF DISCOUNTS AND PREMIUMS

Bid/Ask Price⁽¹⁾ vs Net Asset Value

As of September 30, 2017

	Bid/Ask Price Above NAV						Bid/Ask Price Below NAV
	50 - 99 BASIS POINTS		100 - 199 BASIS POINTS		> 200 BASIS POINTS		50 - 99 BASIS POINTS		100 - 199 BASIS POINTS		>  200 BASIS POINTS
2017		0		0		0		0		0		0
2016		0		0		0		0		0		0
2015		0		0		0		0		0		0
2014		0		0		0		0		0		0
2013		0		0		0		0		0		0

Comparison of Total Returns Based on NAV and Bid/Ask Price⁽¹⁾

The table below is provided to compare the Trust’s total pre-tax return at NAV with the total pre-tax returns based on bid/ask price and the performance of the S&P 500 Index. Past performance is not necessarily an indication of how the Trust will perform in the future. The return based on NAV shown in the table below reflects the impact of a fee waiver and, without this waiver, returns would have been lower.

Cumulative Total Return
	1 Year		5 Year		10 Year
SPDR S&P 500 ETF Trust
Return Based on NAV		18.44%		93.10%		102.91%
Return Based on Bid/Ask Price		18.42%		93.17%		102.78%
S&P 500 Index		18.61%		94.44%		104.88%
Average Annual Total Return
	1 Year		5 Year		10 Year
SPDR S&P 500 ETF Trust
Return Based on NAV		18.44%		14.07%		7.33%
Return Based on Bid/Ask Price		18.42%		14.07%		7.33%
S&P 500 Index		18.61%		14.22%		7.44%

(1) Currently, the bid/ask price is the midpoint of the best bid and best offer prices on NYSE Arca at the time the Trust’s NAV is calculated, ordinarily 4:00 p.m. Through November 28, 2008, the bid/ask price was the midpoint of the best bid and best offer prices on NYSE Alternext US (formerly the American Stock Exchange and now NYSE MKT) at the close of trading, ordinarily 4:00 p.m.

33

SPDR S&P 500 ETF Trust

Schedule of Investments

September 30, 2017

Common Stocks	Shares		Value
3M Co.		6,731,139	$	1,412,866,076
Abbott Laboratories		19,546,204		1,042,985,445
AbbVie, Inc.		17,933,914		1,593,607,598
Accenture PLC Class A		6,958,642		939,903,775
Activision Blizzard, Inc.		8,515,357		549,325,680
Acuity Brands, Inc.		483,328		82,784,420
Adobe Systems, Inc.(a)		5,569,573		830,868,900
Advance Auto Parts, Inc.		814,485		80,796,912
Advanced Micro Devices, Inc.(a)		9,069,202		115,632,325
AES Corp.		7,311,394		80,571,562
Aetna, Inc.		3,728,371		592,848,273
Affiliated Managers Group, Inc.		638,417		121,190,699
Aflac, Inc.		4,450,250		362,205,847
Agilent Technologies, Inc.		3,632,935		233,234,427
Air Products & Chemicals, Inc.		2,438,697		368,779,760
Akamai Technologies, Inc.(a)		1,950,802		95,043,073
Alaska Air Group, Inc.		1,371,393		104,596,144
Albemarle Corp.		1,244,820		169,681,414
Alexandria Real Estate Equities, Inc. REIT		1,015,846		120,855,199
Alexion Pharmaceuticals, Inc.(a)		2,527,970		354,648,911
Align Technology, Inc.(a)		811,480		151,154,380
Allegion PLC		1,066,008		92,177,712
Allergan PLC		3,783,113		775,349,009

Common Stocks	Shares		Value
Alliance Data Systems Corp.		542,051	$	120,091,399
Alliant Energy Corp.		2,566,331		106,682,380
Allstate Corp.		4,108,745		377,634,753
Alphabet, Inc. Class A(a)		3,352,472		3,264,369,036
Alphabet, Inc. Class C(a)		3,399,937		3,260,913,576
Altria Group, Inc.		21,602,077		1,370,003,723
Amazon.com, Inc.(a)		4,490,272		4,316,722,987
Ameren Corp.		2,701,857		156,275,409
American Airlines Group, Inc.		4,867,113		231,139,196
American Electric Power Co., Inc.		5,533,986		388,707,177
American Express Co.		8,258,194		747,036,229
American International Group, Inc.		10,178,678		624,869,042
American Tower Corp. REIT		4,809,136		657,312,708
American Water Works Co., Inc.		2,007,122		162,396,241
Ameriprise Financial, Inc.		1,687,735		250,645,525
AmerisourceBergen Corp.		1,869,691		154,716,930
AMETEK, Inc.		2,605,707		172,080,890
Amgen, Inc.		8,215,564		1,531,791,908
Amphenol Corp. Class A		3,461,740		293,001,674
Anadarko Petroleum Corp.		6,269,622		306,271,035
Analog Devices, Inc.		4,133,849		356,213,768
Andeavor		1,623,904		167,505,698
ANSYS, Inc.(a)		957,390		117,500,475
Anthem, Inc.		2,975,167		564,924,710
AO Smith Corp.		1,647,470		97,909,142
Aon PLC		2,862,112		418,154,563
Apache Corp.		4,257,829		195,008,568

See accompanying notes to financial statements.

34

SPDR S&P 500 ETF Trust

Schedule of Investments (continued)

September 30, 2017

Common Stocks	Shares		Value
Apartment Investment & Management Co. Class A REIT		1,737,173	$	76,192,408
Apple, Inc.		58,154,264		8,962,735,168
Applied Materials, Inc.		12,008,038		625,498,699
Archer-Daniels-Midland Co.		6,425,595		273,152,043
Arconic, Inc.		4,358,534		108,440,326
Arthur J Gallagher & Co.		2,021,827		124,443,452
Assurant, Inc.		625,964		59,792,081
AT&T, Inc.		69,250,683		2,712,549,253
Autodesk, Inc.(a)		2,474,171		277,750,436
Automatic Data Processing, Inc.		5,048,336		551,884,092
AutoZone, Inc.(a)		323,965		192,794,811
AvalonBay Communities, Inc. REIT		1,545,383		275,727,235
Avery Dennison Corp.		991,635		97,517,386
Baker Hughes a GE Co.		4,792,902		175,516,071
Ball Corp.		3,943,899		162,883,029
Bank of America Corp.		110,460,858		2,799,078,142
Bank of New York Mellon Corp.		11,671,956		618,847,107
Baxter International, Inc.		5,648,061		354,415,828
BB&T Corp.		9,136,618		428,872,849
Becton Dickinson and Co.		2,560,933		501,814,821
Berkshire Hathaway, Inc. Class B(a)		21,673,748		3,973,231,483
Best Buy Co., Inc.		3,048,029		173,615,732
Biogen, Inc.(a)		2,380,573		745,405,018
BlackRock, Inc.		1,396,230		624,240,471

Common Stocks	Shares		Value
Boeing Co.		6,255,274	$	1,590,153,204
BorgWarner, Inc.		2,246,592		115,092,908
Boston Properties, Inc. REIT		1,733,003		212,951,409
Boston Scientific Corp.(a)		15,425,245		449,954,397
Brighthouse Financial, Inc.(a)		1,117,678		67,954,822
Bristol-Myers Squibb Co.		18,465,205		1,176,972,167
Broadcom, Ltd.		4,579,775		1,110,778,628
Brown-Forman Corp. Class B		2,209,515		119,976,664
C.H. Robinson Worldwide, Inc.		1,587,019		120,772,146
C.R. Bard, Inc.		817,675		262,064,837
CA, Inc.		3,528,568		117,783,600
Cabot Oil & Gas Corp.		5,349,824		143,107,792
Cadence Design Systems, Inc.(a)		3,219,730		127,082,743
Campbell Soup Co.		2,174,594		101,814,491
Capital One Financial Corp.		5,415,181		458,449,223
Cardinal Health, Inc.		3,549,655		237,542,913
CarMax, Inc.(a)		2,105,248		159,598,851
Carnival Corp.		4,589,828		296,365,194
Caterpillar, Inc.		6,636,401		827,625,569
CBOE Holdings, Inc.		1,275,061		137,234,815
CBRE Group, Inc. Class A(a)		3,367,613		127,565,180
CBS Corp. Class B		4,098,811		237,731,038
Celgene Corp.(a)		8,795,269		1,282,526,126
Centene Corp.(a)		1,940,631		187,794,862
CenterPoint Energy, Inc.		4,771,588		139,378,085
CenturyLink, Inc.		6,181,819		116,836,379
Cerner Corp.(a)		3,552,084		253,334,631

See accompanying notes to financial statements.

35

SPDR S&P 500 ETF Trust

Schedule of Investments (continued)

September 30, 2017

Common Stocks	Shares		Value
CF Industries Holdings, Inc.		2,596,054	$	91,277,259
Charles Schwab Corp.		13,415,338		586,786,884
Charter Communications, Inc. Class A(a)		2,261,564		821,897,589
Chesapeake Energy Corp.(a)		10,258,958		44,113,519
Chevron Corp.		21,340,212		2,507,474,910
Chipotle Mexican Grill, Inc.(a)		281,650		86,700,320
Chubb, Ltd.		5,242,195		747,274,897
Church & Dwight Co., Inc.		2,879,801		139,526,358
Cigna Corp.		2,834,356		529,854,511
Cimarex Energy Co.		1,051,997		119,580,499
Cincinnati Financial Corp.		1,682,254		128,810,189
Cintas Corp.		962,612		138,885,659
Cisco Systems, Inc.		56,361,496		1,895,437,110
Citigroup, Inc.		30,674,668		2,231,275,350
Citizens Financial Group, Inc.		5,727,866		216,914,285
Citrix Systems, Inc.(a)		1,619,249		124,390,708
Clorox Co.		1,435,923		189,412,603
CME Group, Inc.		3,807,759		516,636,741
CMS Energy Corp.		3,108,259		143,974,557
Coach, Inc.		3,166,572		127,549,520
Coca-Cola Co.		43,314,395		1,949,580,919
Cognizant Technology Solutions Corp. Class A		6,635,921		481,369,709
Colgate-Palmolive Co.		9,945,351		724,518,820
Comcast Corp. Class A		52,964,242		2,038,064,032
Comerica, Inc.		1,979,501		150,956,746
Conagra Brands, Inc.		4,655,485		157,076,064

Common Stocks	Shares		Value
Concho Resources, Inc.(a)		1,668,028	$	219,712,648
ConocoPhillips		13,699,272		685,648,564
Consolidated Edison, Inc.		3,433,684		277,029,625
Constellation Brands, Inc. Class A		1,943,049		387,541,123
Cooper Cos., Inc.		543,684		128,912,913
Corning, Inc.		10,166,724		304,188,382
Costco Wholesale Corp.		4,940,647		811,698,896
Coty, Inc. Class A		5,294,616		87,520,002
Crown Castle International Corp. REIT		4,575,848		457,493,283
CSRA, Inc.		1,844,825		59,532,503
CSX Corp.		10,282,667		557,937,511
Cummins, Inc.		1,775,064		298,264,004
CVS Health Corp.		11,476,059		933,233,118
D.R. Horton, Inc.		3,807,804		152,045,614
Danaher Corp.		6,866,612		589,017,977
Darden Restaurants, Inc.		1,400,807		110,355,575
DaVita, Inc.(a)		1,751,294		104,009,351
Deere & Co.		3,607,873		453,112,770
Delphi Automotive PLC		3,031,264		298,276,378
Delta Air Lines, Inc.		7,485,133		360,933,113
DENTSPLY SIRONA, Inc.		2,608,871		156,036,575
Devon Energy Corp.		5,921,436		217,375,916
Digital Realty Trust, Inc. REIT		2,314,503		273,875,140
Discover Financial Services		4,191,408		270,261,988
Discovery Communications, Inc. Class A(a)		1,665,855		35,466,053
Discovery Communications, Inc. Class C(a)		2,426,728		49,165,509
DISH Network Corp. Class A(a)		2,543,215		137,918,549

See accompanying notes to financial statements.

36

SPDR S&P 500 ETF Trust

Schedule of Investments (continued)

September 30, 2017

Common Stocks	Shares		Value
Dollar General Corp.		2,935,519	$	237,923,815
Dollar Tree, Inc.(a)		2,666,005		231,462,554
Dominion Energy, Inc.		7,239,320		556,920,888
Dover Corp.		1,753,343		160,238,017
DowDuPont, Inc.		26,296,159		1,820,483,088
Dr. Pepper Snapple Group, Inc.		2,073,414		183,434,937
DTE Energy Co.		2,019,656		216,830,268
Duke Energy Corp.		7,875,976		660,951,906
Duke Realty Corp. REIT		3,978,610		114,663,540
DXC Technology Co.		3,194,477		274,341,685
E*TRADE Financial Corp.(a)		3,121,885		136,145,405
Eastman Chemical Co.		1,655,145		149,774,071
Eaton Corp. PLC		5,057,313		388,351,065
eBay, Inc.(a)		11,206,356		430,996,452
Ecolab, Inc.		2,952,579		379,731,185
Edison International		3,666,897		282,974,441
Edwards Lifesciences Corp.(a)		2,374,663		259,574,413
Electronic Arts, Inc.(a)		3,470,435		409,719,556
Eli Lilly & Co.		10,937,235		935,571,082
Emerson Electric Co.		7,259,890		456,211,488
Entergy Corp.		2,019,146		154,181,989
Envision Healthcare Corp.(a)		1,305,370		58,676,382
EOG Resources, Inc.		6,502,469		629,048,851
EQT Corp.		1,923,651		125,498,991
Equifax, Inc.		1,349,388		143,021,634
Equinix, Inc. REIT		874,305		390,202,321
Equity Residential REIT		4,131,783		272,408,453

Common Stocks	Shares		Value
Essex Property Trust, Inc. REIT		738,954	$	187,716,485
Estee Lauder Cos., Inc. Class A		2,521,644		271,934,089
Everest Re Group, Ltd.		460,000		105,059,400
Eversource Energy		3,532,916		213,529,443
Exelon Corp.		10,819,343		407,564,651
Expedia, Inc.		1,355,034		195,043,594
Expeditors International of Washington, Inc.		2,020,058		120,920,672
Express Scripts Holding Co.(a)		6,500,184		411,591,651
Extra Space Storage, Inc. REIT		1,388,406		110,961,408
Exxon Mobil Corp.		47,723,481		3,912,370,972
F5 Networks, Inc.(a)		728,564		87,835,676
Facebook, Inc. Class A(a)		26,693,439		4,561,107,922
Fastenal Co.		3,217,844		146,669,330
Federal Realty Investment Trust REIT		811,394		100,783,249
FedEx Corp.		2,760,189		622,643,435
Fidelity National Information Services, Inc.		3,700,749		345,612,949
Fifth Third Bancorp		8,438,357		236,105,229
FirstEnergy Corp.		4,983,009		153,626,167
Fiserv, Inc.(a)		2,369,342		305,550,344
FLIR Systems, Inc.		1,523,081		59,263,082
Flowserve Corp.		1,443,279		61,469,253
Fluor Corp.		1,538,346		64,764,367
FMC Corp.		1,483,183		132,463,074
Foot Locker, Inc.		1,518,466		53,480,373
Ford Motor Co.		44,055,533		527,344,730
Fortive Corp.		3,388,229		239,852,731

See accompanying notes to financial statements.

37

SPDR S&P 500 ETF Trust

Schedule of Investments (continued)

September 30, 2017

Common Stocks	Shares		Value
Fortune Brands Home & Security, Inc.		1,697,624	$	114,131,262
Franklin Resources, Inc.		3,702,317		164,790,130
Freeport-McMoRan, Inc.(a)		14,858,979		208,620,065
Gap, Inc.		2,500,267		73,832,885
Garmin, Ltd.		1,300,690		70,198,239
Gartner, Inc.(a)		1,033,832		128,619,039
General Dynamics Corp.		3,134,988		644,490,833
General Electric Co.		97,485,114		2,357,190,057
General Mills, Inc.		6,526,446		337,808,845
General Motors Co.		14,754,440		595,784,287
Genuine Parts Co.		1,665,513		159,306,318
GGP, Inc. REIT		7,061,777		146,673,108
Gilead Sciences, Inc.		14,708,904		1,191,715,402
Global Payments, Inc.		1,711,042		162,600,321
Goldman Sachs Group, Inc.		4,050,071		960,636,340
Goodyear Tire & Rubber Co.		2,831,891		94,160,376
H&R Block, Inc.		2,330,735		61,717,863
Halliburton Co.		9,757,983		449,159,957
Hanesbrands, Inc.		4,208,513		103,697,760
Harley-Davidson, Inc.		1,983,895		95,643,578
Harris Corp.		1,348,184		177,528,869
Hartford Financial Services Group, Inc.		4,138,023		229,370,615
Hasbro, Inc.		1,244,914		121,590,750
HCA Healthcare, Inc.(a)		3,247,665		258,481,657
HCP, Inc. REIT		5,201,525		144,758,441
Helmerich & Payne, Inc.		1,197,878		62,421,423

Common Stocks	Shares		Value
Henry Schein, Inc.(a)		1,782,250	$	146,126,677
Hershey Co.		1,582,703		172,783,687
Hess Corp.		2,992,127		140,300,835
Hewlett Packard Enterprise Co.		18,691,286		274,948,817
Hilton Worldwide Holdings, Inc.		2,295,200		159,401,640
Hologic, Inc.(a)		3,153,996		115,720,113
Home Depot, Inc.		13,270,647		2,170,547,023
Honeywell International, Inc.		8,586,981		1,217,118,687
Hormel Foods Corp.		2,985,350		95,949,149
Host Hotels & Resorts, Inc. REIT		8,332,358		154,065,299
HP, Inc.		18,805,484		375,357,461
Humana, Inc.		1,625,943		396,128,493
Huntington Bancshares, Inc.		12,090,188		168,779,024
IDEXX Laboratories, Inc.(a)		989,660		153,882,233
IHS Markit, Ltd.(a)		4,101,096		180,776,312
Illinois Tool Works, Inc.		3,509,559		519,274,350
Illumina, Inc.(a)		1,639,616		326,611,507
Incyte Corp.(a)		1,902,325		222,077,420
Ingersoll-Rand PLC		2,856,041		254,673,176
Intel Corp.		53,043,200		2,019,885,056
Intercontinental Exchange, Inc.(b)		6,625,888		455,198,506
International Business Machines Corp.		9,762,391		1,416,327,686
International Flavors & Fragrances, Inc.		882,033		126,051,336

See accompanying notes to financial statements.

38

SPDR S&P 500 ETF Trust

Schedule of Investments (continued)

September 30, 2017

Common Stocks	Shares		Value
International Paper Co.		4,650,944	$	264,266,638
Interpublic Group of Cos., Inc.		4,454,800		92,615,292
Intuit, Inc.		2,735,321		388,798,527
Intuitive Surgical, Inc.(a)		420,215		439,494,464
Invesco, Ltd.		4,613,580		161,659,843
Iron Mountain, Inc. REIT		2,981,572		115,983,151
J.M. Smucker Co.		1,278,299		134,131,914
Jacobs Engineering Group, Inc.		1,358,557		79,163,116
JB Hunt Transport Services, Inc.		986,739		109,606,968
Johnson & Johnson		30,222,031		3,929,166,250
Johnson Controls International PLC		10,524,272		424,022,919
JPMorgan Chase & Co.		39,619,347		3,784,043,832
Juniper Networks, Inc.		4,257,966		118,499,194
Kansas City Southern		1,202,997		130,741,714
Kellogg Co.		2,806,408		175,035,667
KeyCorp		12,344,113		232,316,207
Kimberly-Clark Corp.		4,006,929		471,535,405
Kimco Realty Corp. REIT		4,672,531		91,347,981
Kinder Morgan, Inc.		21,569,346		413,700,056
KLA-Tencor Corp.		1,763,926		186,976,156
Kohl’s Corp.		1,981,128		90,438,493
Kraft Heinz Co.		6,720,729		521,192,534
Kroger Co.		10,101,417		202,634,425
L Brands, Inc.		2,702,606		112,455,436
L3 Technologies, Inc.		877,447		165,337,338
Laboratory Corp. of America Holdings(a)		1,140,174		172,132,069

Common Stocks	Shares		Value
Lam Research Corp.		1,826,974	$	338,063,269
Leggett & Platt, Inc.		1,503,316		71,753,273
Lennar Corp. Class A		2,288,087		120,810,994
Leucadia National Corp.		3,697,492		93,361,673
Level 3 Communications, Inc.(a)		3,288,253		175,231,002
Lincoln National Corp.		2,565,626		188,522,198
LKQ Corp.(a)		3,412,338		122,810,045
Lockheed Martin Corp.		2,809,879		871,877,355
Loews Corp.		3,100,564		148,392,993
Lowe’s Cos., Inc.		9,503,699		759,725,698
LyondellBasell Industries NV Class A		3,653,642		361,893,240
M&T Bank Corp.		1,734,339		279,297,953
Macerich Co. REIT		1,223,884		67,276,903
Macy’s, Inc.		3,436,319		74,980,481
Marathon Oil Corp.		9,438,837		127,990,630
Marathon Petroleum Corp.		5,698,068		319,547,653
Marriott International, Inc. Class A		3,539,121		390,223,481
Marsh & McLennan Cos., Inc.		5,801,348		486,210,976
Martin Marietta Materials, Inc.		713,452		147,135,206
Masco Corp.		3,604,157		140,598,165
Mastercard, Inc. Class A		10,514,015		1,484,578,918
Mattel, Inc.		3,770,978		58,374,739
McCormick & Co., Inc.		1,340,329		137,571,369
McDonald’s Corp.		9,120,187		1,428,950,899
McKesson Corp.		2,379,605		365,531,124

See accompanying notes to financial statements.

39

SPDR S&P 500 ETF Trust

Schedule of Investments (continued)

September 30, 2017

Common Stocks	Shares		Value
Medtronic PLC		15,250,511	$	1,186,032,240
Merck & Co., Inc.		30,800,471		1,972,154,158
MetLife, Inc.		11,964,880		621,575,516
Mettler-Toledo International, Inc.(a)		293,315		183,662,120
MGM Resorts International		5,837,430		190,241,844
Michael Kors Holdings, Ltd.(a)		1,706,170		81,640,235
Microchip Technology, Inc.		2,584,272		232,015,940
Micron Technology, Inc.(a)		12,562,445		494,080,962
Microsoft Corp.		86,730,071		6,460,522,989
Mid-America Apartment Communities, Inc. REIT		1,262,648		134,951,818
Mohawk Industries, Inc.(a)		704,657		174,409,654
Molson Coors Brewing Co. Class B		2,079,848		169,798,791
Mondelez International, Inc. Class A		16,975,160		690,210,006
Monsanto Co.		4,943,001		592,270,380
Monster Beverage Corp.(a)		4,673,087		258,188,057
Moody’s Corp.		1,878,413		261,493,874
Morgan Stanley		15,922,511		766,987,355
Mosaic Co.		3,908,496		84,384,429
Motorola Solutions, Inc.		1,827,756		155,121,652
Mylan NV(a)		6,056,423		189,989,990
Nasdaq, Inc.		1,268,873		98,426,479
National Oilwell Varco, Inc.		4,262,525		152,300,018
Navient Corp.		3,406,317		51,162,881
NetApp, Inc.		3,048,405		133,398,203
Netflix, Inc.(a)		4,844,161		878,488,597

Common Stocks	Shares		Value
Newell Brands, Inc.		5,442,588	$	232,235,230
Newfield Exploration Co.(a)		2,198,257		65,222,285
Newmont Mining Corp.		6,006,501		225,303,853
News Corp. Class A		4,217,734		55,927,153
News Corp. Class B		1,226,655		16,743,841
NextEra Energy, Inc.		5,273,326		772,805,925
Nielsen Holdings PLC		3,754,703		155,632,439
NIKE, Inc. Class B		14,793,893		767,063,352
NiSource, Inc.		3,643,908		93,247,606
Noble Energy, Inc.		5,486,057		155,584,577
Nordstrom, Inc.		1,304,854		61,523,866
Norfolk Southern Corp.		3,269,060		432,300,494
Northern Trust Corp.		2,420,565		222,522,540
Northrop Grumman Corp.		1,964,452		565,212,129
NRG Energy, Inc.		3,468,654		88,762,856
Nucor Corp.		3,588,488		201,098,868
NVIDIA Corp.		6,757,834		1,208,097,984
O’Reilly Automotive, Inc.(a)		990,362		213,294,264
Occidental Petroleum Corp.		8,574,591		550,574,488
Omnicom Group, Inc.		2,652,037		196,436,381
ONEOK, Inc.		4,280,551		237,185,331
Oracle Corp.		34,009,173		1,644,343,515
PACCAR, Inc.		3,949,127		285,679,847
Packaging Corp. of America		1,053,950		120,866,986

See accompanying notes to financial statements.

40

SPDR S&P 500 ETF Trust

Schedule of Investments (continued)

September 30, 2017

Common Stocks	Shares		Value
Parker-Hannifin Corp.		1,494,133	$	261,503,158
Patterson Cos., Inc.		926,932		35,825,922
Paychex, Inc.		3,612,637		216,613,715
PayPal Holdings, Inc.(a)		12,730,849		815,156,261
Pentair PLC		1,875,447		127,455,378
People’s United Financial, Inc.		3,878,511		70,356,190
PepsiCo, Inc.		16,090,633		1,792,979,235
PerkinElmer, Inc.		1,204,961		83,106,160
Perrigo Co. PLC		1,491,164		126,227,033
Pfizer, Inc.		67,221,877		2,399,821,009
PG&E Corp.		5,751,601		391,626,512
Philip Morris International, Inc.		17,494,805		1,942,098,303
Phillips 66		4,836,493		443,071,124
Pinnacle West Capital Corp.		1,231,628		104,146,464
Pioneer Natural Resources Co.		1,910,961		281,943,186
PNC Financial Services Group, Inc.		5,395,130		727,101,670
PPoG Industries, Inc.		2,892,558		314,305,352
PPL Corp.		7,649,926		290,314,692
Praxair, Inc.		3,202,173		447,471,655
Priceline Group, Inc.(a)		553,646		1,013,626,170
Principal Financial Group, Inc.		2,995,276		192,716,058
Procter & Gamble Co.		28,713,988		2,612,398,628
Progressive Corp.		6,543,544		316,838,400
Prologis, Inc. REIT		5,931,060		376,385,068
Prudential Financial, Inc.		4,825,175		513,012,606
Public Service Enterprise Group, Inc.		5,697,337		263,501,836

Common Stocks	Shares		Value
Public Storage REIT		1,673,345	$	358,079,097
PulteGroup, Inc.		3,217,212		87,926,404
PVH Corp.		907,753		114,431,343
Qorvo, Inc.(a)		1,425,321		100,741,688
QUALCOMM, Inc.		16,623,612		861,768,046
Quanta Services, Inc.(a)		1,683,672		62,918,823
Quest Diagnostics, Inc.		1,546,049		144,772,028
Quintiles IMS Holdings, Inc.(a)		1,709,960		162,565,897
Ralph Lauren Corp.		642,744		56,747,868
Range Resources Corp.		2,551,101		49,925,047
Raymond James Financial, Inc.		1,462,032		123,293,159
Raytheon Co.		3,293,889		614,573,810
Realty Income Corp. REIT		3,053,533		174,631,552
Red Hat, Inc.(a)		2,026,605		224,669,430
Regency Centers Corp. REIT		1,643,565		101,966,773
Regeneron Pharmaceuticals, Inc.(a)		856,247		382,845,159
Regions Financial Corp.		13,560,813		206,531,182
Republic Services, Inc.		2,593,217		171,307,915
ResMed, Inc.		1,586,640		122,107,814
Robert Half International, Inc.		1,451,504		73,068,711
Rockwell Automation, Inc.		1,455,160		259,324,064
Rockwell Collins, Inc.		1,826,988		238,805,601
Roper Technologies, Inc.		1,146,720		279,111,648
Ross Stores, Inc.		4,434,565		286,339,862
Royal Caribbean Cruises, Ltd.		1,938,337		229,770,468

See accompanying notes to financial statements.

41

SPDR S&P 500 ETF Trust

Schedule of Investments (continued)

September 30, 2017

Common Stocks	Shares		Value
S&P Global, Inc.		2,908,287	$	454,594,341
salesforce.com, Inc.(a)		7,691,768		718,564,967
SBA Communications Corp. REIT(a)		1,354,911		195,174,930
SCANA Corp.		1,584,764		76,845,206
Schlumberger, Ltd.		15,691,357		1,094,629,064
Scripps Networks Interactive, Inc. Class A		1,053,352		90,472,403
Seagate Technology PLC		3,284,277		108,939,468
Sealed Air Corp.		2,195,538		93,793,383
Sempra Energy		2,813,273		321,078,847
Sherwin-Williams Co.		913,947		327,229,584
Signet Jewelers, Ltd.		678,931		45,182,858
Simon Property Group, Inc. REIT		3,516,825		566,243,993
Skyworks Solutions, Inc.		2,081,018		212,055,734
SL Green Realty Corp. REIT		1,146,732		116,186,886
Snap-on, Inc.		644,780		96,078,668
Southern Co.		11,256,181		553,128,734
Southwest Airlines Co.		6,188,660		346,441,187
Stanley Black & Decker, Inc.		1,717,504		259,291,579
Starbucks Corp.		16,311,955		876,115,103
State Street Corp.(c)		4,215,714		402,769,316
Stericycle, Inc.(a)		942,251		67,484,017
Stryker Corp.		3,625,015		514,824,630
SunTrust Banks, Inc.		5,403,767		322,983,154
Symantec Corp.		6,998,200		229,610,942
Synchrony Financial		8,413,708		261,245,633
Synopsys, Inc.(a)		1,685,911		135,766,413
Sysco Corp.		5,467,219		294,956,465

Common Stocks	Shares		Value
T Rowe Price Group, Inc.		2,706,640	$	245,356,916
Target Corp.		6,149,345		362,872,848
TE Connectivity, Ltd.		3,978,938		330,490,590
TechnipFMC PLC(a)		4,939,317		137,905,731
Texas Instruments, Inc.		11,147,234		999,238,056
Textron, Inc.		3,001,844		161,739,355
Thermo Fisher Scientific, Inc.		4,508,644		853,035,445
Tiffany & Co.		1,148,636		105,421,812
Time Warner, Inc.		8,715,496		892,902,565
TJX Cos., Inc.		7,163,563		528,169,500
Torchmark Corp.		1,247,541		99,915,559
Total System Services, Inc.		1,879,059		123,078,364
Tractor Supply Co.		1,482,646		93,836,665
TransDigm Group, Inc.		560,072		143,182,407
Travelers Cos., Inc.		3,146,630		385,525,108
TripAdvisor, Inc.(a)		1,264,223		51,238,958
Twenty-First Century Fox, Inc. Class A		11,900,379		313,931,998
Twenty-First Century Fox, Inc. Class B		4,934,871		127,270,323
Tyson Foods, Inc. Class A		3,260,884		229,729,278
UDR, Inc. REIT		2,962,153		112,650,679
Ulta Salon Cosmetics & Fragrance, Inc.(a)		655,124		148,097,331
Under Armour, Inc. Class A(a)		2,015,913		33,222,246
Under Armour, Inc. Class C(a)		2,029,312		30,480,266
Union Pacific Corp.		9,011,514		1,045,065,279

See accompanying notes to financial statements.

42

SPDR S&P 500 ETF Trust

Schedule of Investments (continued)

September 30, 2017

Common Stocks	Shares		Value
United Continental Holdings, Inc.(a)		2,906,529	$	176,949,486
United Parcel Service, Inc. Class B		7,736,489		929,074,964
United Rentals, Inc.(a)		945,265		131,146,066
United Technologies Corp.		8,364,604		970,963,232
UnitedHealth Group, Inc.		10,888,440		2,132,500,974
Universal Health Services, Inc. Class B		997,856		110,702,145
Unum Group		2,579,006		131,864,577
US Bancorp		17,932,295		960,991,689
Valero Energy Corp.		4,972,373		382,524,655
Varian Medical Systems, Inc.(a)		1,056,076		105,670,965
Ventas, Inc. REIT		3,972,773		258,746,705
VeriSign, Inc.(a)		1,001,330		106,531,499
Verisk Analytics, Inc.(a)		1,719,418		143,038,383
Verizon Communications, Inc.		45,950,816		2,274,105,884
Vertex Pharmaceuticals, Inc.(a)		2,839,798		431,762,888
VF Corp.		3,610,076		229,492,531
Viacom, Inc. Class B		3,968,096		110,471,793
Visa, Inc. Class A		20,596,788		2,167,605,969
Vornado Realty Trust REIT		1,936,961		148,913,562
Vulcan Materials Co.		1,478,987		176,886,845
W.W. Grainger, Inc.		609,282		109,518,439
Wal-Mart Stores, Inc.		16,479,757		1,287,728,212
Walgreens Boots Alliance, Inc.		10,378,626		801,437,500
Walt Disney Co.		17,401,296		1,715,245,747

Common Stocks	Shares		Value
Waste Management, Inc.		4,551,268	$	356,227,746
Waters Corp.(a)		899,238		161,431,206
WEC Energy Group, Inc.		3,554,628		223,159,546
Wells Fargo & Co.		50,302,090		2,774,160,263
Welltower, Inc. REIT		4,124,773		289,889,046
Western Digital Corp.		3,280,917		283,471,229
Western Union Co.		5,223,452		100,290,278
WestRock Co.		2,811,783		159,512,450
Weyerhaeuser Co. REIT		8,430,081		286,875,656
Whirlpool Corp.		837,484		154,465,549
Williams Cos., Inc.		9,295,899		278,969,929
Willis Towers Watson PLC		1,513,821		233,476,613
Wyndham Worldwide Corp.		1,180,976		124,486,680
Wynn Resorts, Ltd.		901,847		134,303,055
Xcel Energy, Inc.		5,719,436		270,643,712
Xerox Corp.		2,388,801		79,523,185
Xilinx, Inc.		2,828,799		200,363,833
XL Group, Ltd.		3,020,278		119,149,967
Xylem, Inc.		2,024,199		126,775,583
Yum! Brands, Inc.		3,885,548		286,015,188
Zimmer Biomet Holdings, Inc.		2,263,596		265,044,456
Zions Bancorp		2,270,292		107,112,377
Zoetis, Inc.		5,532,660		352,762,407
Total Common Stocks (Cost $239,730,868,844)			$	243,028,279,842

(a) Non-income producing security.

(b) Affiliate of PDR Services LLC (the “Sponsor”). See the table below for more information.

(c) Affiliate of State Street Global Advisors Trust Company (the “Trustee”). See the table below for more information.