485BPOS 1 d678760d485bpos.htm SPDR S&P 500 ETF TRUST SPDR S&P 500 ETF TRUST

As filed with the Securities and Exchange Commission on January 17, 2019

File No. 33-46080

811-06125

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST EFFECTIVE AMENDMENT NO. 33

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:

 

 

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

Item Number

  

Form S-6

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.

 

i


Form N-8B-2

Item Number

  

Form S-6

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.

 

ii


Form N-8B-2

Item Number

  

Form S-6

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.

 

iii


Form N-8B-2

Item Number

  

Form S-6

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.

 

iv


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.


LOGO

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 17, 2019

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 2019 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

     25  

Other Information (Unaudited)

     35  

Schedule of Investments

     36  

Organization of the Trust

     49  

Purchases and Redemptions of Creation Units

     49  

Purchase (Creation)

     49  

Redemption

     54  

Book-Entry-Only System

     58  
TABLE OF CONTENTS       
     Page  

Portfolio Adjustments

     60  

Adjustments to the Portfolio Deposit

     63  

Exchange Listing and Trading

     65  

Secondary Trading on Exchanges

     65  

Trading Prices of Units

     66  

Continuous Offering of Units

     66  

Expenses of the Trust

     67  

Trustee Fee Scale

     69  

Determination of Net Asset Value

     70  

Additional Risk Information

     70  

Additional Information Regarding Dividends and Distributions

     72  

General Policies

     72  

Investment Restrictions

     74  

Investments by Investment Companies

     75  

Annual Reports

     75  

Benefit Plan Investor Considerations

     75  

Index License

     76  

Sponsor

     78  

Trustee

     85  

Depository

     86  

Distributor

     87  

Trust Agreement

     87  

Amendments to the Trust Agreement

     87  

Termination of the Trust Agreement

     88  

Legal Opinion

     89  

Independent Registered Public Accounting Firm and Financial Statements

     89  

Code of Ethics

     89  

Investment by an Undertaking for Collective Investment in Transferable Securities

     90  

Information and Comparisons Relating to Secondary Market Trading and Performance

     90  
 

“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.

 

i


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

     0.0539

S&P License Fee

     0.0302

Marketing

     0.0085

Other Operating Expenses

     0.0019
  

 

 

 

Total

     0.0945

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

 

1


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

 

LOGO

 

(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

 

2


turnover rate was 2% 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

 

3


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.

 

4


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., 12/21/18) was the net asset value per Unit (“NAV”) on the last Business Day of such year (i.e., 12/31/18), 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., 1/31/19). 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

 

5


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.

Annual Total Return (years ended 12/31)

 

LOGO

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

Lowest Quarterly Return: –13.84% for the quarter ended September 30, 2011.

Average Annual Total Returns (for periods ending December 31, 2018)

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

   4.43     8.37     12.97

Return After Taxes on Distributions

   5.17     7.78     12.45

Return After Taxes on Distributions and Sale or Redemption of Creation Units

   2.60     6.46     10.76

Index (reflects no deduction for fees, expenses or taxes)

   4.38     8.49     13.12

 

6


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 24 separate industry groups. As of December 31, 2018, the five largest industry groups represented in the Index were: Software & Services 10.96%; Pharmaceuticals, Biotechnology & Life Sciences 8.86%; Media & Entertainment 7.96%; Health Care Equipment & Services 6.68%; and Capital Goods 6.46%. 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 2018. 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 FUTURE 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  

2018

     2,506.85        4,313.97        –6.24        2.14  

 

 

*

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. Although all such distributions are currently made quarterly, under certain limited circumstances the Trustee may vary the times at which such distributions are made.

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

 

9


end of the year in order to satisfy certain distribution requirements imposed by the Internal Revenue Code of 1986, as amended (the “Code”).

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.” Investors should consult their tax advisors regarding tax consequences associated with Trust dividends, as well as those associated with Unit sales or redemptions.

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;

 

10


   

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

 

   

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, 2018 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

 

11


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 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

 

12


Trust will be deemed to have distributed any income or gains on which it has paid U.S. federal income tax.

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.

 

13


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).

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

 

16


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 of dividends on Units to certain foreign entities (including financial intermediaries) unless the foreign entity provides the withholding agent with certifications and other information (which may include information relating to ownership by U.S. persons of interests in, or accounts with, the foreign entity). Treasury and the IRS have recently issued proposed regulations that (i) provide that “withholdable payments” will not include gross proceeds from the disposition of property that can produce U.S. source dividends or interest, as

 

17


otherwise would have been the case after December 31, 2018 and (ii) state that taxpayers may rely on these provisions of the proposed regulations until final regulations are issued. 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.

 

18


SPDR S&P 500® ETF Trust

Report Of Independent Registered Public Accounting Firm

 

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

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the SPDR S&P 500 ETF Trust (the “Fund”) as of September 30, 2018, the related statements of operations and of changes in net assets for each of the three years in the period ended September 30, 2018, including the related notes, and the financial highlights for each of the five years in the period ended September 30, 2018 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of September 30, 2018, the results of its operations and the changes in its net assets for each of the three years in the period ended September 30, 2018 and the financial highlights for each of the five years in the period ended September 30, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of September 30, 2018 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

November 21, 2018

We have served as the auditor of one or more investment companies in the SPDR Funds since 1993.

 

19


SPDR S&P 500® ETF Trust

Statement of Assets and Liabilities

September 30, 2018

 

 

ASSETS

  

Investments in unaffiliated issuers, at value (Note 2)

   $ 278,411,497,725  

Investments in affiliates of the Trustee and the Sponsor, at value

     848,986,627  
  

 

 

 

Total Investments

     279,260,484,352  

Cash

     1,328,068,937  

Dividends receivable — unaffiliated issuers (Note 2)

     230,448,164  

Dividends receivable — affiliated issuers (Note 2)

     2,033,174  
  

 

 

 

Total Assets

     280,821,034,627  
  

 

 

 

LIABILITIES

  

Payable for investments purchased

     88,806,440  

Payable for units of fractional undivided interest (“Units”) redeemed in-kind

     1,135,588  

Accrued Trustee expense (Note 3)

     13,468,101  

Accrued Marketing expense (Note 3)

     6,767,583  

Distribution payable

     1,285,818,761  

Accrued expenses and other liabilities

     35,403,793  
  

 

 

 

Total Liabilities

     1,431,400,266  
  

 

 

 

NET ASSETS

   $ 279,389,634,361  
  

 

 

 

NET ASSETS CONSIST OF:

  

Paid in capital (Note 4)

   $ 282,986,782,566  

Total distributable earnings (loss)

     (3,597,148,205
  

 

 

 

NET ASSETS

   $ 279,389,634,361  
  

 

 

 

NET ASSET VALUE PER UNIT

   $ 290.60  
  

 

 

 

UNITS OUTSTANDING (UNLIMITED UNITS AUTHORIZED)

     961,432,116  
  

 

 

 

COST OF INVESTMENTS:

  

Unaffiliated issuers

   $ 275,983,086,915  

Affiliates of the Trustee and the Sponsor (Note 3)

     898,967,737  
  

 

 

 

Total Cost of Investments

   $ 276,882,054,652  
  

 

 

 

 

See accompanying notes to financial statements.

 

20


SPDR S&P 500® ETF Trust

Statements of Operations

 

 

     Year Ended
9/30/18
    Year Ended
9/30/17
    Year Ended
9/30/16
 

INVESTMENT INCOME

      

Dividend income — unaffiliated issuers (Note 2)

   $ 4,995,395,848     $ 4,737,367,911     $ 3,945,216,356  

Dividend income — affiliates of the Trustee and the Sponsor

     13,606,086       11,842,443       9,522,352  

Foreign taxes withheld

           (9,787     (1,701
  

 

 

   

 

 

   

 

 

 

Total Investment Income

     5,009,001,934       4,749,200,567       3,954,737,007  

EXPENSES

      

Trustee expense (Note 3)

     143,201,038       126,137,525       103,362,752  

S&P license fee (Note 3)

     80,322,526       69,123,020       55,221,522  

Marketing expense (Note 3)

     22,626,082       18,358,255       36,504,376  

Legal and audit fees

     603,472       241,998       384,056  

Other expenses

     4,372,847       2,644,758       2,221,602  
  

 

 

   

 

 

   

 

 

 

Total Expenses

     251,125,965       216,505,556       197,694,308  
  

 

 

   

 

 

   

 

 

 

Trustee expense waiver

           (658,036     (25,222,398
  

 

 

   

 

 

   

 

 

 

Net Expenses

     251,125,965       215,847,520       172,471,910  
  

 

 

   

 

 

   

 

 

 

NET INVESTMENT INCOME (LOSS)

     4,757,875,969       4,533,353,047       3,782,265,097  
  

 

 

   

 

 

   

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS)

      

Net realized gain (loss) on:

      

Investments — unaffiliated issuers

     (631,225,982     (1,368,210,820     (1,028,840,743

Investments — affiliates of the Trustee and the Sponsor

     (838,353     (355,947     26,620,667  

In-kind redemptions — unaffiliated issuers

     37,318,292,156       22,363,636,511       11,251,354,143  

In-kind redemptions — affiliated issuers

     142,784,439       89,897,379       30,680,189  
  

 

 

   

 

 

   

 

 

 

Net realized gain (loss)

     36,829,012,260       21,084,967,123       10,279,814,256  
  

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation/depreciation on:

      

Investments — unaffiliated issuers

     (760,564,842     12,961,822,882       10,942,349,396  

Investments — affiliates of the Trustee and the Sponsor

     (158,416,456     113,290,379       24,374,172  
  

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation/depreciation

     (918,981,298     13,075,113,261       10,966,723,568  
  

 

 

   

 

 

   

 

 

 

NET REALIZED AND UNREALIZED GAIN (LOSS)

     35,910,030,962       34,160,080,384       21,246,537,824  
  

 

 

   

 

 

   

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

   $ 40,667,906,931     $ 38,693,433,431     $ 25,028,802,921  
  

 

 

   

 

 

   

 

 

 

 

See accompanying notes to financial statements.

 

21


SPDR S&P 500® ETF Trust

Statements of Changes in Net Assets

 

 

    Year Ended
9/30/18
    Year Ended
9/30/17
    Year Ended
9/30/16
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:

     

Net investment income (loss)

  $ 4,757,875,969     $ 4,533,353,047     $ 3,782,265,097  

Net realized gain (loss)

    36,829,012,260       21,084,967,123       10,279,814,256  

Net change in unrealized appreciation/depreciation

    (918,981,298     13,075,113,261       10,966,723,568  
 

 

 

   

 

 

   

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

    40,667,906,931       38,693,433,431       25,028,802,921  
 

 

 

   

 

 

   

 

 

 

NET EQUALIZATION CREDITS AND CHARGES (NOTE 2)

    2,991,782       57,766,713       21,466,005  
 

 

 

   

 

 

   

 

 

 

DISTRIBUTIONS TO UNITHOLDERS(a)

    (4,894,169,793     (4,709,369,232     (3,930,525,113
 

 

 

   

 

 

   

 

 

 

INCREASE (DECREASE) IN NET ASSETS FROM UNIT TRANSACTIONS:

     

Proceeds from issuance of Units

    617,352,015,478       457,292,137,220       432,172,352,001  

Cost of Units redeemed

    (617,035,693,780     (445,257,589,858     (422,673,566,737

Net income equalization (Note 2)

    (2,991,782     (57,766,713     (21,466,005
 

 

 

   

 

 

   

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS FROM ISSUANCE AND REDEMPTION OF UNITS

    313,329,916       11,976,780,649       9,477,319,259  
 

 

 

   

 

 

   

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS DURING THE PERIOD

    36,090,058,836       46,018,611,561       30,597,063,072  

NET ASSETS AT BEGINNING OF PERIOD

    243,299,575,525       197,280,963,964       166,683,900,892  
 

 

 

   

 

 

   

 

 

 

NET ASSETS AT END OF PERIOD(b)

  $ 279,389,634,361     $ 243,299,575,525     $ 197,280,963,964  
 

 

 

   

 

 

   

 

 

 

UNIT TRANSACTIONS:

     

Units sold

    2,275,100,000       1,958,700,000       2,107,450,000  

Units redeemed

    (2,281,850,000     (1,902,150,000     (2,065,000,000
 

 

 

   

 

 

   

 

 

 

NET INCREASE (DECREASE)

    (6,750,000     56,550,000       42,450,000  
 

 

 

   

 

 

   

 

 

 

 

(a)

For the periods ended September 30, 2017 and 2016, respectively, the distributions to shareholders were $4,709,369,232 and $3,930,525,113, respectively, from net investment income. See Note 7 on the notes to financial statements.

(b)

Distribution in excess of net investment income amounted to $(1,093,659,404) and $(985,690,493) as of September 30, 2017 and 2016, respectively. See Note 7 on the notes to financial statements.

 

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
9/30/18
    Year Ended
9/30/17
    Year Ended
9/30/16
    Year Ended
9/30/15
    Year Ended
9/30/14
 

Net asset value, beginning of period

  $ 251.30     $ 216.40     $ 191.77     $ 196.98     $ 167.96  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

         

Net investment income (loss)(a)

    4.86       4.65       4.27       4.28       3.60  

Net realized and unrealized gain (loss)

    39.46       34.97       24.76       (5.47     29.03  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

    44.32       39.62       29.03       (1.19     32.63  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net equalization credits and charges(a)

    0.00 (b)      0.06       0.02       0.08       0.07  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Contribution by Trustee

                      0.03 (c)       
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions from:

         

Net investment income

    (5.02     (4.78     (4.42     (4.13     (3.68
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

  $ 290.60     $ 251.30     $ 216.40     $ 191.77     $ 196.98  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return(d)

    17.72     18.44 %(e)      15.30     (0.64 )%(f)      19.57

Ratios and Supplemental Data:

         

Net assets, end of period (in 000s)

  $ 279,389,634     $ 243,299,576     $ 197,280,964     $ 166,683,901     $ 179,915,396  

Ratios to average net assets:

         

Total expenses (excluding Trustee earnings credit and fee waivers)

    0.10     0.09     0.11     0.11     0.11

Total expenses (excluding Trustee earnings credit)

    0.10     0.09     0.11     0.11     0.11

Net expenses(g)

    0.09     0.09     0.09     0.09     0.09

Net investment income (loss)

    1.79     1.98     2.07     2.09     1.93

Portfolio turnover rate(h)

    2     3     4     3     4

 

(a)

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

(b)

Amount is less than $0.005 per Unit.

(c)

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

(d)

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

 

See accompanying notes to financial statements.

 

23


  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.
(e)

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.

(f)

Total return would have been lower by 0.01% if the Trustee had not made a contribution.

(g)

Net of expenses waived by the Trustee.

(h)

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

 

See accompanying notes to financial statements.

 

24


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2018

 

 

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

 

25


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2018

 

 

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

 

26


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2018

 

 

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

 

measurements) when market prices are not readily available or reliable. The 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, 2018 and did not have any transfers between levels for the year ended September 30, 2018.

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 on the ex-dividend date or when the information becomes available, 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 a portion to return of capital or capital gain distributions at year end based on information provided by the

 

27


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2018

 

 

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

 

REIT and/or Trustee’s estimates of such re-designations for which actual information has not yet been reported. Realized gains and losses from the sale or disposition of investments are determined using the identified cost method.

Distributions

The Trust declares and distributes dividends from net investment income, if any, to its holders of Units (“Unitholders”) 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.

 

28


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2018

 

 

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

 

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.

Under tax reform legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), a direct REIT shareholder is permitted to claim a 20% deduction for “qualified REIT dividends” (i.e., ordinary REIT dividends other than capital gain dividends and portions of REIT dividends designated as qualified dividend income). The Tax Act does not contain a provision permitting a regulated investment company, such as the Trust, to pass through the special character of “qualified REIT dividends” to its shareholders. Unless future tax guidance addresses this issue, direct investors in REITs will benefit from the deduction, while investors in the Trust will not.

The Trust has reviewed its tax positions for the open tax years as of September 30, 2018 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, 2018.

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, 2018, the Trust reclassified $37,461,076,595 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, 2018, the Trust had the following capital loss carryforwards that may be utilized to offset any net realized capital gains:

 

Non-Expiring – Short Term

   $ 602,266,838  

Non-Expiring – Long Term

     4,092,702,446  

 

29


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2018

 

 

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

 

At September 30, 2018, 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

   $ 276,932,710,045      $ 21,902,398,755      $ 19,574,624,448      $ 2,327,774,307  

The tax character of distributions paid during the years ended September 30, 2018, 2017 and 2016 were as follows:

 

Distributions paid from:

   2018      2017      2016  

Ordinary Income

   $ 4,894,169,793      $ 4,709,369,232      $ 3,930,525,113  

As of September 30, 2018, the components of distributable earnings (excluding unrealized appreciation/(depreciation)) were undistributed ordinary income of $55,865,533 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 pays SSBT for such services. 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 received a fee at the following annual rates for the year ended September 30, 2018:

 

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, 2018, the Adjustment Amount

 

30


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2018

 

 

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

 

reduced the Trustee’s fee by $16,844,019. The Adjustment Amount included an excess of net transaction fees from processing orders of $3,033,517 and a Trustee earnings credit of $13,810,502.

The Trustee has voluntarily agreed to waive a portion of its fee, as needed, for one year until February 1, 2019, 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 and 2016 are identified in the Statements of Operations. No amounts were waived for the year ended September 30, 2018. 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.

In accordance with the Trust Agreement and under the terms of an exemptive order issued by the U.S. Securities and Exchange Commission (the “SEC”), 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, 2018, 2017 and 2016, did not exceed 0.20% per annum. The licensing and marketing fee disclosed below are subject to both the reimbursement from the Trust to the Sponsor and expense limitation of 0.20% of the Trust’s NAV. The Trust reimbursed the Sponsor for $367,362 of legal fees, which are included in Legal and audit fees on the Statements of Operations.

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”). 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

 

31


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2018

 

 

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

 

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.

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, 2018 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 2017 Statements of Operations.

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,

 

32


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2018

 

 

Note 4 — Unitholder Transactions – (continued)

 

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, 2018, the Trust had in-kind contributions, in-kind redemptions, purchases and sales of investment securities of $241,825,465,731, $241,514,962,652, $7,613,680,338, and $6,583,765,895, respectively. Net realized gain (loss) on investment transactions in the Statements of Operations includes net gains resulting from in-kind transactions of $37,461,076,595.

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 — New Accounting Pronouncement

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820) — Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”) which introduces new fair value disclosure requirements as well as eliminates and modifies certain existing fair value disclosure requirements. ASU 2018-13 would be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Trustee is currently evaluating the impact of this guidance to the Trust. The

 

33


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2018

 

 

Note 7 — New Accounting Pronouncement – (continued)

 

impact would most likely be limited to changes in the Trust’s financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.

In August 2018, the SEC released its Final Rule on Disclosure Update and Simplification (the “Final Rule”) which is intended to simplify an issuer’s disclosure compliance efforts by removing redundant or outdated disclosure requirements without significantly altering the mix of information provided to investors. The Trust has adopted the Final Rule for the current period with the most notable impacts being that the Trust is no longer required to present components of distributable earnings on the Statement of Assets and Liabilities or the sources of distributions to Unitholders and the amount of undistributed net investment income on the Statements of Changes in Net Assets.

Note 8 — Subsequent Events

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

 

34


SPDR S&P 500® ETF Trust

Other Information

September 30, 2018 (Unaudited)

 

For U.S. federal income tax purposes, the Trust reports the maximum amount allowable of its net taxable income as eligible for the corporate dividends received deduction.

For the fiscal year ended September 30, 2018, 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 2018 Form 1099-DIV.

FREQUENCY DISTRIBUTION OF DISCOUNTS AND PREMIUMS

Bid/Ask Price(1) vs Net Asset Value

As of September 30, 2018

 

     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
 

2018

     0        0        0        0        0        0  

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  

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

       17.72%          90.88%          205.61%  

Return Based on Bid/Ask Price

       17.77%          90.81%          205.96%  

S&P 500® Index

       17.91%          92.10%          209.62%  

Average Annual Total Return

 
       1 Year        5 Year        10 Year  

SPDR S&P 500® ETF Trust

              

Return Based on NAV

       17.72%          13.80%          11.82%  

Return Based on Bid/Ask Price

       17.77%          13.79%          11.83%  

S&P 500® Index

       17.91%          13.95%          11.97%  

 

(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.

 

35


SPDR S&P 500® ETF Trust

Schedule of Investments

September 30, 2018

 

 

Common Stocks   Shares     Value  

3M Co.

    6,662,995     $ 1,403,959,676  

Abbott Laboratories

    19,928,360       1,461,944,490  

AbbVie, Inc.

    17,201,343       1,626,903,021  

ABIOMED, Inc.(a)

    509,962       229,355,409  

Accenture PLC Class A

    7,262,963       1,236,156,303  

Activision Blizzard, Inc.

    8,660,665       720,480,721  

Adobe Systems, Inc.(a)

    5,563,329       1,501,820,664  

Advance Auto Parts, Inc.

    836,229       140,762,428  

Advanced Micro Devices, Inc.(a)

    9,748,561       301,133,049  

AES Corp.

    7,471,900       104,606,600  

Aetna, Inc.

    3,715,758       753,741,510  

Affiliated Managers Group, Inc.

    634,947       86,809,954  

Aflac, Inc.

    8,746,696       411,706,981  

Agilent Technologies, Inc.

    3,606,121       254,375,775  

Air Products & Chemicals, Inc.

    2,476,222       413,652,885  

Akamai Technologies, Inc.(a)

    1,937,293       141,712,983  

Alaska Air Group, Inc.

    1,392,540       95,890,304  

Albemarle Corp.

    1,251,339       124,858,605  

Alexandria Real Estate Equities, Inc. REIT

    1,201,586       151,147,503  

Alexion Pharmaceuticals, Inc.(a)

    2,510,257       348,950,826  

Align Technology, Inc.(a)

    830,466       324,894,909  

Allegion PLC

    1,057,948       95,818,350  

Allergan PLC

    3,622,603       690,033,419  
Common Stocks   Shares     Value  

Alliance Data Systems Corp.

    538,271     $ 127,118,079  

Alliant Energy Corp.

    2,614,917       111,317,017  

Allstate Corp.

    3,971,226       391,960,006  

Alphabet, Inc. Class A(a)

    3,395,502       4,098,642,554  

Alphabet, Inc. Class C(a)

    3,497,873       4,174,606,489  

Altria Group, Inc.

    21,382,383       1,289,571,519  

Amazon.com, Inc.(a)

    4,654,725       9,323,414,175  

Ameren Corp.

    2,752,542       174,015,705  

American Airlines Group, Inc.

    4,707,674       194,568,166  

American Electric Power Co., Inc.

    5,563,844       394,365,263  

American Express Co.

    8,019,802       854,028,715  

American International Group, Inc.

    10,141,648       539,941,340  

American Tower Corp. REIT

    4,989,389       724,958,222  

American Water Works Co., Inc.

    2,011,381       176,941,187  

Ameriprise Financial, Inc.

    1,633,970       241,272,010  

AmerisourceBergen Corp.

    1,856,359       171,193,427  

AMETEK, Inc.

    2,616,137       206,988,759  

Amgen, Inc.

    7,350,708       1,523,728,261  

Amphenol Corp. Class A

    3,437,198       323,165,356  

Anadarko Petroleum Corp.

    5,819,211       392,273,014  

Analog Devices, Inc.

    4,189,987       387,406,198  

Andeavor

    1,576,180       241,943,630  

ANSYS, Inc.(a)

    950,381       177,417,125  

Anthem, Inc.

    2,953,391       809,376,804  

AO Smith Corp.

    1,635,995       87,313,053  
 

 

See accompanying notes to financial statements.

 

36


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2018

 

 

Common Stocks   Shares     Value  

Aon PLC

    2,762,516     $ 424,819,710  

Apache Corp.

    4,317,124       205,797,301  

Apartment Investment & Management Co. Class A REIT

    1,777,686       78,449,283  

Apple, Inc.

    52,089,459       11,758,674,475  

Applied Materials, Inc.

    11,163,773       431,479,826  

Aptiv PLC

    3,010,123       252,549,320  

Archer-Daniels-Midland Co.

    6,381,260       320,785,940  

Arconic, Inc.

    4,883,107       107,477,185  

Arista Networks, Inc.(a)

    586,820       156,011,965  

Arthur J Gallagher & Co.

    2,059,072       153,277,320  

Assurant, Inc.

    621,779       67,121,043  

AT&T, Inc.

    82,492,959       2,770,113,563  

Autodesk, Inc.(a)

    2,475,456       386,443,436  

Automatic Data Processing, Inc.

    4,977,009       749,836,176  

AutoZone, Inc.(a)

    301,205       233,644,718  

AvalonBay Communities, Inc. REIT

    1,554,354       281,571,227  

Avery Dennison Corp.

    984,349       106,654,214  

Baker Hughes a GE Co.

    4,760,265       161,039,765  

Ball Corp.

    3,916,411       172,282,920  

Bank of America Corp.

    105,505,428       3,108,189,909  

Bank of New York Mellon Corp.

    10,441,089       532,391,128  

Baxter International, Inc.

    5,608,801       432,382,469  

BB&T Corp.

    8,861,583       430,141,239  

Becton Dickinson and Co.

    3,039,441       793,294,101  
Common Stocks   Shares     Value  

Berkshire Hathaway, Inc. Class B(a)

    22,147,095     $ 4,741,914,510  

Best Buy Co., Inc.

    2,771,519       219,947,748  

Biogen, Inc.(a)

    2,287,382       808,154,934  

BlackRock, Inc.

    1,392,893       656,512,258  

Boeing Co.

    6,068,010       2,256,692,919  

Booking Holdings, Inc.(a)

    539,232       1,069,836,288  

BorgWarner, Inc.

    2,373,774       101,550,052  

Boston Properties, Inc. REIT

    1,743,802       214,644,588  

Boston Scientific Corp.(a)

    15,709,773       604,826,260  

Brighthouse Financial, Inc.(a)

    1,352,986       59,856,101  

Bristol-Myers Squibb Co.

    18,537,123       1,150,784,596  

Broadcom, Inc.

    4,906,705       1,210,631,325  

Broadridge Financial Solutions, Inc.

    1,322,581       174,514,563  

Brown-Forman Corp. Class B

    1,905,115       96,303,563  

C.H. Robinson Worldwide, Inc.

    1,576,299       154,351,198  

CA, Inc.

    3,504,618       154,728,885  

Cabot Oil & Gas Corp.

    5,101,858       114,893,842  

Cadence Design Systems, Inc.(a)

    3,194,717       144,784,574  

Campbell Soup Co.

    2,159,855       79,115,489  

Capital One Financial Corp.

    5,433,863       515,836,615  

Cardinal Health, Inc.

    3,524,866       190,342,764  

CarMax, Inc.(a)

    2,011,967       150,233,576  

Carnival Corp.

    4,586,467       292,479,001  

Caterpillar, Inc.

    6,754,533       1,029,998,737  

Cboe Global Markets, Inc.

    1,266,151       121,499,850  
 

 

See accompanying notes to financial statements.

 

37


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2018

 

 

Common Stocks   Shares     Value  

CBRE Group, Inc. Class A(a)

    3,591,121     $ 158,368,436  

CBS Corp. Class B

    3,883,736       223,120,633  

Celgene Corp.(a)

    7,988,777       714,915,654  

Centene Corp.(a)

    2,317,395       335,512,448  

CenterPoint Energy, Inc.

    5,371,924       148,533,699  

CenturyLink, Inc.

    10,794,205       228,837,146  

Cerner Corp.(a)

    3,738,780       240,814,820  

CF Industries Holdings, Inc.

    2,636,337       143,522,186  

Charles Schwab Corp.

    13,659,419       671,360,444  

Charter Communications, Inc. Class A(a)

    2,027,381       660,682,920  

Chevron Corp.

    21,767,044       2,661,674,140  

Chipotle Mexican Grill, Inc.(a)

    280,260       127,383,775  

Chubb, Ltd.

    5,262,199       703,240,274  

Church & Dwight Co., Inc.

    2,764,351       164,119,519  

Cigna Corp.

    2,769,441       576,736,088  

Cimarex Energy Co.

    1,078,087       100,197,406  

Cincinnati Financial Corp.

    1,718,514       131,999,060  

Cintas Corp.

    976,511       193,163,641  

Cisco Systems, Inc.

    51,914,864       2,525,658,134  

Citigroup, Inc.

    28,584,076       2,050,621,612  

Citizens Financial Group, Inc.

    5,405,667       208,496,576  

Citrix Systems, Inc.(a)

    1,454,765       161,711,677  

Clorox Co.

    1,456,663       219,096,682  

CME Group, Inc.

    3,869,049       658,550,830  

CMS Energy Corp.

    3,164,139       155,042,811  

Coca-Cola Co.

    43,479,921       2,008,337,551  

Cognizant Technology Solutions Corp. Class A

    6,619,718       510,711,244  
Common Stocks   Shares     Value  

Colgate-Palmolive Co.

    9,876,680     $ 661,243,726  

Comcast Corp. Class A

    51,883,074       1,837,179,650  

Comerica, Inc.

    1,966,366       177,366,213  

Conagra Brands, Inc.

    4,446,522       151,048,352  

Concho Resources, Inc.(a)

    2,275,952       347,651,668  

ConocoPhillips

    13,213,875       1,022,753,925  

Consolidated Edison, Inc.

    3,510,379       267,455,776  

Constellation Brands, Inc. Class A

    1,898,250       409,300,665  

Cooper Cos., Inc.

    553,819       153,490,936  

Copart, Inc.(a)

    2,296,339       118,330,349  

Corning, Inc.

    9,199,364       324,737,549  

Costco Wholesale Corp.

    4,981,657       1,170,091,596  

Coty, Inc. Class A

    5,256,666       66,023,725  

Crown Castle International Corp. REIT

    4,686,408       521,737,803  

CSX Corp.

    9,261,915       685,844,806  

Cummins, Inc.

    1,706,217       249,227,117  

CVS Health Corp.

    11,564,815       910,382,237  

D.R. Horton, Inc.

    3,879,808       163,650,301  

Danaher Corp.

    6,995,080       760,085,393  

Darden Restaurants, Inc.

    1,391,886       154,763,804  

DaVita, Inc.(a)

    1,439,630       103,120,697  

Deere & Co.

    3,663,588       550,747,184  

Delta Air Lines, Inc.

    7,144,695       413,177,712  

DENTSPLY SIRONA, Inc.

    2,590,913       97,781,057  

Devon Energy Corp.

    5,778,214       230,781,867  

Digital Realty Trust, Inc. REIT

    2,326,558       261,691,244  

Discover Financial Services

    3,891,784       297,526,887  
 

 

See accompanying notes to financial statements.

 

38


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2018

 

 

Common Stocks   Shares     Value  

Discovery Communications, Inc. Class A(a)

    1,762,919     $ 56,413,408  

Discovery Communications, Inc. Class C(a)

    4,087,399       120,905,262  

DISH Network Corp. Class A(a)

    2,586,553       92,495,135  

Dollar General Corp.

    3,017,595       329,823,133  

Dollar Tree, Inc.(a)

    2,686,179       219,057,897  

Dominion Energy, Inc.

    7,426,544       521,937,512  

Dover Corp.

    1,677,118       148,475,257  

DowDuPont, Inc.

    26,220,246       1,686,224,020  

DTE Energy Co.

    2,050,029       223,719,665  

Duke Energy Corp.

    8,093,210       647,618,664  

Duke Realty Corp. REIT

    4,033,450       114,428,977  

DXC Technology Co.

    3,217,337       300,885,356  

E*TRADE Financial Corp.(a)

    2,994,064       156,859,013  

Eastman Chemical Co.

    1,643,849       157,349,226  

Eaton Corp. PLC

    4,945,334       428,908,818  

eBay, Inc.(a)

    10,566,908       348,919,302  

Ecolab, Inc.

    2,887,440       452,692,843  

Edison International

    3,680,817       249,117,695  

Edwards Lifesciences Corp.(a)

    2,381,157       414,559,434  

Electronic Arts, Inc.(a)

    3,466,312       417,655,933  

Eli Lilly & Co.

    10,857,999       1,165,171,873  

Emerson Electric Co.

    7,119,044       545,176,390  

Entergy Corp.

    2,042,842       165,735,771  

Envision Healthcare Corp.(a)

    1,368,391       62,576,520  
Common Stocks   Shares     Value  

EOG Resources, Inc.

    6,579,602     $ 839,359,827  

EQT Corp.

    3,000,190       132,698,404  

Equifax, Inc.

    1,358,887       177,429,876  

Equinix, Inc. REIT

    897,694       388,602,756  

Equity Residential REIT

    4,160,049       275,644,847  

Essex Property Trust, Inc. REIT

    746,139       184,079,953  

Estee Lauder Cos., Inc. Class A

    2,527,758       367,333,793  

Everest Re Group, Ltd.

    456,760       104,355,957  

Evergy, Inc.

    3,064,009       168,275,374  

Eversource Energy

    3,580,051       219,958,333  

Exelon Corp.

    10,906,173       476,163,513  

Expedia Group, Inc.

    1,379,059       179,939,618  

Expeditors International of Washington, Inc.

    2,007,503       147,611,696  

Express Scripts Holding Co.(a)

    6,359,057       604,174,006  

Extra Space Storage, Inc. REIT

    1,418,722       122,918,074  

Exxon Mobil Corp.

    48,094,026       4,088,954,091  

F5 Networks, Inc.(a)

    690,504       137,700,308  

Facebook, Inc. Class A(a)

    27,396,837       4,505,683,813  

Fastenal Co.

    3,249,569       188,539,993  

Federal Realty Investment Trust REIT

    827,189       104,614,593  

FedEx Corp.

    2,777,376       668,764,367  

Fidelity National Information Services, Inc.

    3,746,452       408,625,520  

Fifth Third Bancorp

    7,567,446       211,283,092  
 

 

See accompanying notes to financial statements.

 

39


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2018

 

 

Common Stocks   Shares     Value  

FirstEnergy Corp.

    5,524,698     $ 205,353,025  

Fiserv, Inc.(a)

    4,625,881       381,080,077  

FleetCor Technologies, Inc.(a)

    1,012,743       230,743,365  

FLIR Systems, Inc.

    1,550,152       95,287,843  

Flowserve Corp.

    1,478,094       80,836,961  

Fluor Corp.

    1,588,175       92,272,968  

FMC Corp.

    1,512,074       131,822,611  

Foot Locker, Inc.

    1,392,746       71,002,191  

Ford Motor Co.

    44,217,312       409,010,136  

Fortive Corp.

    3,465,141       291,764,872  

Fortune Brands Home & Security, Inc.

    1,686,350       88,297,286  

Franklin Resources, Inc.

    3,471,240       105,560,408  

Freeport-McMoRan, Inc.

    16,470,250       229,265,880  

Gap, Inc.

    2,483,959       71,662,217  

Garmin, Ltd.

    1,373,651       96,224,253  

Gartner, Inc.(a)

    1,026,626       162,720,221  

General Dynamics Corp.

    3,164,007       647,735,513  

General Electric Co.

    98,727,172       1,114,629,772  

General Mills, Inc.

    6,695,777       287,382,749  

General Motors Co.

    14,909,529       502,003,841  

Genuine Parts Co.

    1,653,009       164,309,095  

Gilead Sciences, Inc.

    14,734,042       1,137,615,383  

Global Payments, Inc.

    1,802,480       229,635,952  

Goldman Sachs Group, Inc.

    3,988,516       894,384,828  

Goodyear Tire & Rubber Co.

    2,817,094       65,891,829  

H&R Block, Inc.

    2,314,302       59,593,277  

Halliburton Co.

    9,995,639       405,123,249  

Hanesbrands, Inc.

    4,180,083       77,038,930  
Common Stocks   Shares     Value  

Harley-Davidson, Inc.

    1,971,241     $ 89,297,217  

Harris Corp.

    1,339,400       226,639,874  

Hartford Financial Services Group, Inc.

    4,046,062       202,141,258  

Hasbro, Inc.

    1,326,865       139,480,049  

HCA Healthcare, Inc.

    3,065,151       426,423,807  

HCP, Inc. REIT

    5,307,338       139,689,136  

Helmerich & Payne, Inc.

    1,230,138       84,596,590  

Henry Schein, Inc.(a)

    1,771,093       150,596,038  

Hershey Co.

    1,571,589       160,302,078  

Hess Corp.

    2,858,555       204,615,367  

Hewlett Packard Enterprise Co.

    16,711,661       272,567,191  

Hilton Worldwide Holdings, Inc.

    3,389,222       273,781,353  

HollyFrontier Corp.

    1,839,648       128,591,395  

Hologic, Inc.(a)

    3,133,211       128,398,987  

Home Depot, Inc.

    12,996,034       2,692,128,443  

Honeywell International, Inc.

    8,459,943       1,407,734,515  

Hormel Foods Corp.

    3,050,881       120,204,711  

Host Hotels & Resorts, Inc. REIT

    8,375,108       176,714,779  

HP, Inc.

    17,969,568       463,075,767  

Humana, Inc.

    1,555,458       526,553,642  

Huntington Bancshares, Inc.

    12,397,310       184,967,865  

Huntington Ingalls Industries, Inc.

    509,112       130,373,401  

IDEXX Laboratories, Inc.(a)

    982,775       245,359,606  

IHS Markit, Ltd.(a)

    4,071,877       219,718,483  
 

 

See accompanying notes to financial statements.

 

40


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2018

 

 

 

Common Stocks   Shares     Value  

Illinois Tool Works, Inc.

    3,505,078     $ 494,636,607  

Illumina, Inc.(a)

    1,660,679       609,568,834  

Incyte Corp.(a)

    1,987,812       137,318,053  

Ingersoll-Rand PLC

    2,786,275       285,035,932  

Intel Corp.

    52,373,971       2,476,765,089  

Intercontinental Exchange, Inc.(b)

    6,513,317       487,782,310  

International Business Machines Corp.

    10,374,565       1,568,737,974  

International Flavors & Fragrances, Inc.

    1,042,279       145,001,854  

International Paper Co.

    4,678,420       229,944,343  

Interpublic Group of Cos., Inc.

    4,427,023       101,246,016  

Intuit, Inc.

    2,939,960       668,546,904  

Intuitive Surgical, Inc.(a)

    1,292,089       741,659,086  

Invesco, Ltd.

    4,640,586       106,176,608  

IPG Photonics Corp.(a)

    428,554       66,884,423  

IQVIA Holdings, Inc.(a)

    1,828,180       237,188,073  

Iron Mountain, Inc. REIT

    3,165,630       109,277,548  

J.M. Smucker Co.

    1,283,438       131,693,573  

Jacobs Engineering Group, Inc.

    1,348,999       103,198,424  

JB Hunt Transport Services, Inc.

    979,901       116,549,425  

Jefferies Financial Group, Inc.

    3,426,538       75,246,774  

Johnson & Johnson

    30,475,038       4,210,736,000  

Johnson Controls International PLC

    10,452,840       365,849,400  
Common Stocks   Shares     Value  

JPMorgan Chase & Co.

    38,173,697     $ 4,307,519,969  

Juniper Networks, Inc.

    3,944,536       118,217,744  

Kansas City Southern

    1,195,747       135,454,220  

Kellogg Co.

    2,875,015       201,308,550  

KeyCorp

    11,931,600       237,319,524  

Kimberly-Clark Corp.

    3,979,935       452,279,813  

Kimco Realty Corp. REIT

    4,800,259       80,356,336  

Kinder Morgan, Inc.

    21,420,850       379,791,670  

KLA-Tencor Corp.

    1,750,656       178,059,222  

Kohl’s Corp.

    1,900,547       141,685,779  

Kraft Heinz Co.

    7,066,050       389,410,015  

Kroger Co.

    9,182,547       267,303,943  

L Brands, Inc.

    2,591,919       78,535,146  

L3 Technologies, Inc.

    886,637       188,516,759  

Laboratory Corp. of America Holdings(a)

    1,155,774       200,734,828  

Lam Research Corp.

    1,789,441       271,458,200  

Leggett & Platt, Inc.

    1,492,921       65,375,011  

Lennar Corp. Class A

    3,315,682       154,809,193  

Lincoln National Corp.

    2,456,089       166,178,982  

LKQ Corp.(a)

    3,614,134       114,459,624  

Lockheed Martin Corp.

    2,806,253       970,851,288  

Loews Corp.

    3,160,298       158,741,769  

Lowe’s Cos., Inc.

    9,211,570       1,057,672,467  

LyondellBasell Industries NV Class A

    3,628,127       371,919,299  

M&T Bank Corp.

    1,641,212       270,045,022  

Macerich Co. REIT

    1,215,372       67,197,918  
 

 

See accompanying notes to financial statements.

 

41


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2018

 

 

Common Stocks   Shares     Value  

Macy’s, Inc.

    3,461,093     $ 120,203,760  

Marathon Oil Corp.

    9,638,739       224,389,844  

Marathon Petroleum Corp.

    5,122,054       409,610,658  

Marriott International, Inc. Class A

    3,270,616       431,819,430  

Marsh & McLennan Cos., Inc.

    5,761,888       476,623,375  

Martin Marietta Materials, Inc.

    708,457       128,903,751  

Masco Corp.

    3,580,846       131,058,964  

Mastercard, Inc. Class A

    10,359,698       2,306,172,372  

Mattel, Inc.

    3,886,348       61,015,664  

McCormick & Co., Inc.

    1,363,150       179,595,013  

McDonald’s Corp.

    8,811,809       1,474,127,528  

McKesson Corp.

    2,283,016       302,842,072  

Medtronic PLC

    15,340,884       1,509,082,759  

Merck & Co., Inc.

    30,207,907       2,142,948,923  

MetLife, Inc.

    11,298,634       527,872,180  

Mettler-Toledo International, Inc.(a)

    291,290       177,389,784  

MGM Resorts International

    5,805,695       162,036,947  

Michael Kors Holdings, Ltd.(a)

    1,693,356       116,096,487  

Microchip Technology, Inc.

    2,655,182       209,520,412  

Micron Technology, Inc.(a)

    13,101,822       592,595,409  

Microsoft Corp.

    87,105,892       9,962,300,868  

Mid-America Apartment Communities, Inc. REIT

    1,285,625       128,793,913  
Common Stocks   Shares     Value  

Mohawk Industries, Inc.(a)

    716,362     $ 125,614,077  

Molson Coors Brewing Co. Class B

    2,090,488       128,565,012  

Mondelez International, Inc. Class A

    16,665,058       715,930,892  

Monster Beverage Corp.(a)

    4,517,609       263,286,253  

Moody’s Corp.

    1,886,023       315,343,046  

Morgan Stanley

    15,059,351       701,313,976  

Mosaic Co.

    3,962,144       128,690,437  

Motorola Solutions, Inc.

    1,831,587       238,362,732  

MSCI, Inc.

    1,026,113       182,042,707  

Mylan NV(a)

    5,792,048       211,988,957  

Nasdaq, Inc.

    1,305,786       112,036,439  

National Oilwell Varco, Inc.

    4,315,508       185,912,085  

Nektar Therapeutics(a)

    1,960,242       119,496,352  

NetApp, Inc.

    2,944,263       252,882,749  

Netflix, Inc.(a)

    4,946,625       1,850,680,811  

Newell Brands, Inc.

    4,932,806       100,135,962  

Newfield Exploration Co.(a)

    2,256,604       65,057,893  

Newmont Mining Corp.

    6,027,033       182,016,397  

News Corp. Class A

    4,330,016       57,112,911  

News Corp. Class B

    1,298,775       17,663,340  

NextEra Energy, Inc.

    5,357,261       897,876,944  

Nielsen Holdings PLC

    4,048,651       111,985,687  

NIKE, Inc. Class B

    14,545,548       1,232,298,827  

NiSource, Inc.

    4,126,563       102,833,950  

Noble Energy, Inc.

    5,444,436       169,811,959  
 

 

See accompanying notes to financial statements.

 

42


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2018

 

 

Common Stocks   Shares     Value  

Nordstrom, Inc.

    1,327,067     $ 79,371,877  

Norfolk Southern Corp.

    3,196,668       576,998,574  

Northern Trust Corp.

    2,537,659       259,171,114  

Northrop Grumman Corp.

    1,969,981       625,212,870  

Norwegian Cruise Line Holdings, Ltd.(a)

    2,318,990       133,179,596  

NRG Energy, Inc.

    3,443,518       128,787,573  

Nucor Corp.

    3,593,627       228,015,633  

NVIDIA Corp.

    6,906,653       1,940,907,626  

O’Reilly Automotive, Inc.(a)

    925,548       321,461,331  

Occidental Petroleum Corp.

    8,651,217       710,870,501  

Omnicom Group, Inc.

    2,568,057       174,679,237  

ONEOK, Inc.

    4,643,855       314,806,930  

Oracle Corp.

    32,093,557       1,654,743,799  

PACCAR, Inc.

    3,974,548       271,024,428  

Packaging Corp. of America

    1,065,892       116,917,693  

Parker-Hannifin Corp.

    1,502,153       276,291,001  

Paychex, Inc.

    3,612,347       266,049,357  

PayPal Holdings, Inc.(a)

    13,452,828       1,181,696,412  

Pentair PLC

    1,862,140       80,723,769  

People’s United Financial, Inc.

    3,930,094       67,283,209  

PepsiCo, Inc.

    16,065,673       1,796,142,241  

PerkinElmer, Inc.

    1,243,886       120,992,791  

Perrigo Co. PLC

    1,481,760       104,908,608  

Pfizer, Inc.

    66,592,127       2,934,715,037  

PG&E Corp.

    5,834,199       268,431,496  

Philip Morris International, Inc.

    17,658,507       1,439,874,661  

Phillips 66

    4,852,674       546,993,413  
Common Stocks   Shares     Value  

Pinnacle West Capital Corp.

    1,264,502     $ 100,123,268  

Pioneer Natural Resources Co.

    1,925,317       335,370,968  

PNC Financial Services Group, Inc.

    5,273,808       718,239,912  

PPG Industries, Inc.

    2,748,421       299,935,184  

PPL Corp.

    7,897,423       231,078,597  

Praxair, Inc.

    3,246,380       521,790,657  

Principal Financial Group, Inc.

    3,009,015       176,298,189  

Procter & Gamble Co.

    28,273,096       2,353,169,780  

Progressive Corp.

    6,579,211       467,387,149  

Prologis, Inc. REIT

    7,106,874       481,774,988  

Prudential Financial, Inc.

    4,745,081       480,771,607  

Public Service Enterprise Group, Inc.

    5,707,520       301,299,981  

Public Storage REIT

    1,692,721       341,303,335  

PulteGroup, Inc.

    3,039,233       75,281,801  

PVH Corp.

    870,578       125,711,463  

Qorvo, Inc.(a)

    1,415,331       108,824,801  

QUALCOMM, Inc.

    15,976,279       1,150,771,376  

Quanta Services, Inc.(a)

    1,669,924       55,742,063  

Quest Diagnostics, Inc.

    1,534,939       165,635,267  

Ralph Lauren Corp.

    638,373       87,808,206  

Raymond James Financial, Inc.

    1,491,684       137,309,512  

Raytheon Co.

    3,245,274       670,668,325  

Realty Income Corp. REIT

    3,295,403       187,475,477  

Red Hat, Inc.(a)

    2,012,042       274,201,084  

Regency Centers Corp. REIT

    1,926,848       124,609,260  
 

 

See accompanying notes to financial statements.

 

43


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2018

 

 

Common Stocks   Shares     Value  

Regeneron Pharmaceuticals, Inc.(a)

    873,914     $ 353,096,213  

Regions Financial Corp.

    12,630,482       231,769,345  

Republic Services, Inc.

    2,475,736       179,886,978  

ResMed, Inc.

    1,608,900       185,570,526  

Robert Half International, Inc.

    1,441,693       101,466,353  

Rockwell Automation, Inc.

    1,418,930       266,077,754  

Rockwell Collins, Inc.

    1,845,377       259,220,107  

Rollins, Inc.

    1,118,000       67,851,420  

Roper Technologies, Inc.

    1,165,519       345,238,383  

Ross Stores, Inc.

    4,277,868       423,936,719  

Royal Caribbean Cruises, Ltd.

    1,924,793       250,107,602  

S&P Global, Inc.

    2,854,339       557,709,297  

salesforce.com, Inc.(a)

    8,600,914       1,367,803,353  

SBA Communications Corp. REIT(a)

    1,301,381       209,040,830  

SCANA Corp.

    1,573,546       61,195,204  

Schlumberger, Ltd.

    15,722,744       957,829,564  

Seagate Technology PLC

    2,966,097       140,444,693  

Sealed Air Corp.

    1,882,934       75,599,800  

Sempra Energy

    3,107,294       353,454,692  

Sherwin-Williams Co.

    929,923       423,310,249  

Simon Property Group, Inc. REIT

    3,512,461       620,827,482  

Skyworks Solutions, Inc.

    2,066,617       187,462,828  

SL Green Realty Corp. REIT

    1,016,188       99,108,816  
Common Stocks   Shares     Value  

Snap-on, Inc.

    641,175     $ 117,719,730  

Southern Co.

    11,520,410       502,289,876  

Southwest Airlines Co.

    5,856,437       365,734,491  

Stanley Black & Decker, Inc.

    1,743,297       255,288,413  

Starbucks Corp.

    15,321,943       870,899,240  

State Street Corp.(c)

    4,311,343       361,204,317  

Stericycle, Inc.(a)

    966,757       56,729,301  

Stryker Corp.

    3,525,058       626,332,305  

SunTrust Banks, Inc.

    5,268,583       351,888,659  

SVB Financial Group(a)

    598,415       186,005,334  

Symantec Corp.

    7,022,229       149,433,033  

Synchrony Financial

    7,737,912       240,494,305  

Synopsys, Inc.(a)

    1,673,765       165,049,967  

Sysco Corp.

    5,431,239       397,838,257  

T Rowe Price Group, Inc.

    2,753,376       300,613,592  

Take-Two Interactive Software, Inc.(a)

    1,292,155       178,304,468  

Tapestry, Inc.

    3,251,281       163,441,896  

Target Corp.

    6,024,147       531,390,007  

TE Connectivity, Ltd.

    3,951,119       347,421,894  

TechnipFMC PLC

    4,904,282       153,258,813  

Texas Instruments, Inc.

    11,068,857       1,187,577,668  

Textron, Inc.

    2,821,001       201,616,941  

Thermo Fisher Scientific, Inc.

    4,575,557       1,116,801,953  

Tiffany & Co.

    1,238,310       159,704,841  

TJX Cos., Inc.

    7,112,876       796,784,370  

Torchmark Corp.

    1,177,515       102,078,775  

Total System Services, Inc.

    1,906,569       188,254,623  

Tractor Supply Co.

    1,378,992       125,322,793  
 

 

See accompanying notes to financial statements.

 

44


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2018

 

 

Common Stocks   Shares     Value  

TransDigm Group, Inc.(a)

    556,241     $ 207,088,524  

Travelers Cos., Inc.

    3,072,559       398,541,628  

TripAdvisor, Inc.(a)

    1,161,507       59,318,162  

Twenty-First Century Fox, Inc. Class A

    11,907,532       551,675,958  

Twenty-First Century Fox, Inc. Class B

    5,538,049       253,753,405  

Twitter, Inc.(a)

    8,185,050       232,946,523  

Tyson Foods, Inc. Class A

    3,362,143       200,148,373  

UDR, Inc. REIT

    3,023,231       122,229,229  

Ulta Salon Cosmetics & Fragrance, Inc.(a)

    650,534       183,528,652  

Under Armour, Inc. Class A(a)

    2,100,938       44,581,904  

Under Armour, Inc. Class C(a)

    2,127,791       41,406,813  

Union Pacific Corp.

    8,396,685       1,367,232,219  

United Continental Holdings, Inc.(a)

    2,600,480       231,598,749  

United Parcel Service, Inc. Class B

    7,876,865       919,623,989  

United Rentals, Inc.(a)

    938,650       153,563,140  

United Technologies Corp.

    8,544,162       1,194,559,289  

UnitedHealth Group, Inc.

    10,933,410       2,908,724,396  

Universal Health Services, Inc. Class B

    990,971       126,685,733  

Unum Group

    2,562,622       100,121,642  

US Bancorp

    17,391,875       918,464,919  

Valero Energy Corp.

    4,869,467       553,901,871  
Common Stocks   Shares     Value  

Varian Medical Systems, Inc.(a)

    1,048,381     $ 117,345,285  

Ventas, Inc. REIT

    4,025,784       218,922,134  

VeriSign, Inc.(a)

    1,219,945       195,337,593  

Verisk Analytics, Inc.(a)

    1,872,019       225,671,890  

Verizon Communications, Inc.

    46,936,853       2,505,958,582  

Vertex Pharmaceuticals, Inc.(a)

    2,903,084       559,540,410  

VF Corp.

    3,699,314       345,700,893  

Viacom, Inc. Class B

    3,987,681       134,624,111  

Visa, Inc. Class A

    20,179,794       3,028,785,281  

Vornado Realty Trust REIT

    1,955,125       142,724,125  

Vulcan Materials Co.

    1,493,402       166,066,302  

W.W. Grainger, Inc.

    515,914       184,392,823  

Walgreens Boots Alliance, Inc.

    9,635,091       702,398,134  

Walmart, Inc.

    16,328,946       1,533,451,319  

Walt Disney Co.

    16,894,447       1,975,636,632  

Waste Management, Inc.

    4,522,394       408,643,522  

Waters Corp.(a)

    893,028       173,854,691  

WEC Energy Group, Inc.

    3,564,846       237,989,119  

WellCare Health Plans, Inc.(a)

    556,055       178,210,067  

Wells Fargo & Co.

    49,233,054       2,587,689,318  

Welltower, Inc. REIT

    4,202,182       270,284,346  

Western Digital Corp.

    3,380,651       197,903,310  

Western Union Co.

    5,188,543       98,893,630  

WestRock Co.

    2,897,216       154,827,223  

Weyerhaeuser Co. REIT

    8,551,893       275,969,587  
 

 

See accompanying notes to financial statements.

 

45


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2018

 

 

Common Stocks   Shares     Value  

Whirlpool Corp.

    724,123     $ 85,989,606  

Williams Cos., Inc.

    13,740,295       373,598,621  

Willis Towers Watson PLC

    1,504,103       211,988,277  

Wynn Resorts, Ltd.

    1,111,965       141,286,273  

Xcel Energy, Inc.