Filed Pursuant to Rule 497(b)
Registration File No. 033-46080

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 16, 2020

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 2020 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)

     34  

Schedule of Investments

     35  

Organization of the Trust

     49  

Purchases and Redemptions of Creation Units

     49  

Purchase (Creation)

     49  

Redemption

     54  
TABLE OF CONTENTS       
     Page  

Book-Entry-Only System

     58  

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

     71  

Additional Information Regarding Dividends and Distributions

     73  

General Policies

     73  

Investment Restrictions

     75  

Investments by Investment Companies

     75  

Annual Reports

     75  

Benefit Plan Investor Considerations

     76  

Index License

     77  

Sponsor

     79  

Trustee

     85  

Depository

     87  

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 and other fees to financial intermediaries 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

     0.0494

S&P License Fee

     0.0302

Marketing

     0.0141

Other Operating Expenses

     0.0008
  

 

 

 

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 turnover rate was 3% of the average value of its portfolio. The Trust’s portfolio turnover rate does not include securities received or delivered from processing creations or redemptions of Units. Portfolio turnover will be a function of changes to

 

2


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

 

3


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. 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

 

4


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., 12/20/19) was the net asset value per Unit (“NAV”) on the last Business Day of such year (i.e., 12/31/19), 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., 1/31/20). Therefore, the actual performance calculation for the last calendar year may be different from that shown below in the bar chart and table. No dividend reinvestment services are provided by the Trust (see “Dividends and Distributions”), so investors’ performance may be different from that shown below in the bar chart and table.

 

5


Annual Total Return (years ended 12/31)

 

LOGO

Highest Quarterly Return: 13.58% for the quarter ended March 31, 2019.

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

Average Annual Total Returns (for periods ending December 31, 2019)

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

     31.25     11.55     13.40

Return After Taxes on Distributions

     30.68     11.02     12.91

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

     18.86     9.09     11.13

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

     31.49     11.70     13.56

 

 

 

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, 2019, the five largest industry groups represented in the Index were: Software & Services 12.46%; Media & Entertainment 8.23%; Pharmaceuticals, Biotechnology & Life Sciences 7.67%; Health Care Equipment & Services 6.54%; and Technology Hardware & Equipment 6.51%. 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.

 

7


The following table shows the actual performance of the Index for the years 1960 through 2019. 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  

 

8


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  

2019

     3,230.78        5,559.77        28.88       1.80  

 

*

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

 

9


following taxable year. The Trust may make additional distributions shortly after the end of the year in order to satisfy certain distribution requirements imposed by the Internal Revenue Code of 1986, as amended (the “Code”).

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;

 

10


   

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

 

   

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

 

   

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, 2019 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.

 

11


Specifically, (i) at least 90% of the Trust’s gross income for such taxable year must consist of dividends; interest; payments with respect to certain securities loans; gains from the sale or other disposition of stock, securities or foreign currencies; other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or 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

 

12


otherwise be taken into account for the portion of the calendar year after October 31 will be treated as arising on January 1 of the following calendar year and (ii) the Trust will be deemed to have distributed any income or gains on which it has paid U.S. federal income tax.

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

 

13


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.

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

 

14


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. 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

 

15


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 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; a nonresident alien individual who is a former citizen or resident of the United States; an expatriated entity; a controlled foreign corporation; a passive foreign investment company; a foreign government for purposes of Section 892 of the Code or a tax-exempt organization for U.S. federal income tax purposes. 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).

 

16


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 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.

 

17


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 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 “Trust”) as of September 30, 2019, the related statements of operations and of changes in net assets for each of the three years in the period ended September 30, 2019, including the related notes, and the financial highlights for each of the five years in the period ended September 30, 2019 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of September 30, 2019, the results of its operations and the changes in its net assets for each of the three years in the period ended September 30, 2019, and the financial highlights for each of the five years in the period ended September 30, 2019 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Trust’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 Trust 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, 2019 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.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

November 26, 2019

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, 2019

 

 

ASSETS

  

Investments in unaffiliated issuers, at value (Note 2)

   $ 273,446,316,823  

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

     821,033,702  
  

 

 

 

Total Investments

     274,267,350,525  

Cash

     1,114,827,098  

Dividends receivable — unaffiliated issuers (Note 2)

     236,512,746  

Dividends receivable — affiliated issuers (Note 2)

     2,147,052  
  

 

 

 

Total Assets

     275,620,837,421  
  

 

 

 

LIABILITIES

  

Payable for investments purchased

     37,185,683  

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

     317,146  

Accrued Trustee expense (Note 3)

     12,590,011  

Accrued Marketing expense (Note 3)

     22,557,234  

Distribution payable

     1,254,640,965  

Accrued expenses and other liabilities

     34,106,683  
  

 

 

 

Total Liabilities

     1,361,397,722  
  

 

 

 

NET ASSETS

   $ 274,259,439,699  
  

 

 

 

NET ASSETS CONSIST OF:

  

Paid in Capital (Note 4)

   $ 292,854,928,423  

Total distributable earnings (loss)

     (18,595,488,724
  

 

 

 

NET ASSETS

   $ 274,259,439,699  
  

 

 

 

NET ASSET VALUE PER UNIT

   $ 296.82  
  

 

 

 

UNITS OUTSTANDING (UNLIMITED UNITS AUTHORIZED)

     923,982,116  
  

 

 

 

COST OF INVESTMENTS:

  

Unaffiliated issuers

   $ 284,405,920,717  

Affiliates of the Trustee and the Sponsor (Note 3)

     904,772,651  
  

 

 

 

Total Cost of Investments

   $ 285,310,693,368  
  

 

 

 

 

See accompanying notes to financial statements.

 

20


SPDR S&P 500® ETF Trust

Statements of Operations

 

 

     Year Ended
9/30/19
    Year Ended
9/30/18
    Year Ended
9/30/17
 

INVESTMENT INCOME

      

Dividend income — unaffiliated issuers (Note 2)

   $ 5,569,189,037     $ 4,995,395,848     $ 4,737,367,911  

Dividend income — affiliates of the Trustee and the Sponsor

     14,842,022       13,606,086       11,842,443  

Foreign taxes withheld

                 (9,787
  

 

 

   

 

 

   

 

 

 

Total Investment Income

     5,584,031,059       5,009,001,934       4,749,200,567  

EXPENSES

      

Trustee expense (Note 3)

     129,443,668       143,201,038       126,137,525  

S&P license fee (Note 3)

     79,275,442       80,322,526       69,123,020  

Marketing expense (Note 3)

     36,911,835       22,626,082       18,358,255  

Legal and audit fees

     605,028       603,472       241,998  

Other expenses

     1,591,672       4,372,847       2,644,758  
  

 

 

   

 

 

   

 

 

 

Total Expenses

     247,827,645       251,125,965       216,505,556  
  

 

 

   

 

 

   

 

 

 

Trustee expense waiver

                 (658,036
  

 

 

   

 

 

   

 

 

 

Net Expenses

     247,827,645       251,125,965       215,847,520  
  

 

 

   

 

 

   

 

 

 

NET INVESTMENT INCOME (LOSS)

     5,336,203,414       4,757,875,969       4,533,353,047  
  

 

 

   

 

 

   

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS)

      

Net realized gain (loss) on:

      

Investments — unaffiliated issuers

     (1,874,707,476     (631,225,982     (1,368,210,820

Investments — affiliates of the Trustee and the Sponsor

     (2,398,982     (838,353     (355,947

In-kind redemptions — unaffiliated issuers

     19,405,809,495       37,318,292,156       22,363,636,511  

In-kind redemptions — affiliated issuers

     39,060,086       142,784,439       89,897,379  
  

 

 

   

 

 

   

 

 

 

Net realized gain (loss)

     17,567,763,123       36,829,012,260       21,084,967,123  
  

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation/depreciation on:

      

Investments — unaffiliated issuers

     (13,388,014,704     (760,564,842     12,961,822,882  

Investments — affiliates of the Trustee and the Sponsor

     (33,757,839     (158,416,456     113,290,379  
  

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation/depreciation

     (13,421,772,543     (918,981,298     13,075,113,261  
  

 

 

   

 

 

   

 

 

 

NET REALIZED AND UNREALIZED GAIN (LOSS)

     4,145,990,580       35,910,030,962       34,160,080,384  
  

 

 

   

 

 

   

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

   $ 9,482,193,994     $ 40,667,906,931     $ 38,693,433,431  
  

 

 

   

 

 

   

 

 

 

 

See accompanying notes to financial statements.

 

21


SPDR S&P 500® ETF Trust

Statements of Changes in Net Assets

 

 

     Year Ended
9/30/19
    Year Ended
9/30/18
    Year Ended
9/30/17
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:

      

Net investment income (loss)

   $ 5,336,203,414     $ 4,757,875,969     $ 4,533,353,047  

Net realized gain (loss)

     17,567,763,123       36,829,012,260       21,084,967,123  

Net change in unrealized appreciation/depreciation

     (13,421,772,543     (918,981,298     13,075,113,261  
  

 

 

   

 

 

   

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

     9,482,193,994       40,667,906,931       38,693,433,431  
  

 

 

   

 

 

   

 

 

 

NET EQUALIZATION CREDITS AND CHARGES (NOTE 2)

     (53,196,888     2,991,782       57,766,713  
  

 

 

   

 

 

   

 

 

 

DISTRIBUTIONS TO UNITHOLDERS(a)

     (5,057,184,141     (4,894,169,793     (4,709,369,232
  

 

 

   

 

 

   

 

 

 

INCREASE (DECREASE) IN NET ASSETS FROM UNIT TRANSACTIONS:

      

Proceeds from issuance of Units

     487,497,849,720       617,352,015,478       457,292,137,220  

Cost of Units redeemed

     (497,053,054,235     (617,035,693,780     (445,257,589,858

Net income equalization (Note 2)

     53,196,888       (2,991,782     (57,766,713
  

 

 

   

 

 

   

 

 

 

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

     (9,502,007,627     313,329,916       11,976,780,649  
  

 

 

   

 

 

   

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS DURING THE PERIOD

     (5,130,194,662     36,090,058,836       46,018,611,561  

NET ASSETS AT BEGINNING OF PERIOD

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

 

 

   

 

 

   

 

 

 

NET ASSETS AT END OF PERIOD(b)

   $ 274,259,439,699     $ 279,389,634,361     $ 243,299,575,525  
  

 

 

   

 

 

   

 

 

 

UNIT TRANSACTIONS:

      

Units sold

     1,753,650,000       2,275,100,000       1,958,700,000  

Units redeemed

     (1,791,100,000     (2,281,850,000     (1,902,150,000
  

 

 

   

 

 

   

 

 

 

NET INCREASE (DECREASE)

     (37,450,000     (6,750,000     56,550,000  
  

 

 

   

 

 

   

 

 

 

 

(a)

For the period ended September 30, 2017, the distributions to unitholders were $4,709,369,232 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) as of September 30, 2017. 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
9/30/19
    Year Ended
9/30/18
    Year Ended
9/30/17
    Year Ended
9/30/16
    Year Ended
9/30/15
 

Net asset value, beginning of period

  $ 290.60     $ 251.30     $ 216.40     $ 191.77     $ 196.98  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

         

Net investment income (loss)(a)

    5.71       4.86       4.65       4.27       4.28  

Net realized and unrealized gain (loss)

    6.05       39.46       34.97       24.76       (5.47
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

    11.76       44.32       39.62       29.03       (1.19
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net equalization credits and charges(a)

    (0.06     0.00 (b)      0.06       0.02       0.08  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Contribution by Trustee

                            0.03 (c) 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions from:

         

Net investment income

    (5.48     (5.02     (4.78     (4.42     (4.13
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

  $ 296.82     $ 290.60     $ 251.30     $ 216.40     $ 191.77  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return(d)

    4.11     17.72     18.44 %(e)      15.30     (0.64 )%(f) 

Ratios and Supplemental Data:

         

Net assets, end of period (in 000s)

  $ 274,259,440     $ 279,389,634     $ 243,299,576     $ 197,280,964     $ 166,683,901  

Ratios to average net assets:

         

Total expenses (excluding Trustee earnings credit and fee waivers)

    0.10     0.10     0.09     0.11     0.11

Total expenses (excluding Trustee earnings credit)

    0.10     0.10     0.09     0.11     0.11

Net expenses(g)

    0.09     0.09     0.09     0.09     0.09

Net investment income (loss)

    2.03     1.79     1.98     2.07     2.09

Portfolio turnover rate(h)

    3     2     3     4     3

 

(a)

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

(b)

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.

 

See accompanying notes to financial statements.

 

23


(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 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, 2019

 

 

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 is an “Exchange-Traded Fund” the units of which are listed and traded on the New York Stock Exchange under the symbol “SPY” and operate under an exemptive order granted by the U.S. Securities and Exchange Commission (the “SEC”). 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 have not changed 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.”

 

25


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2019

 

 

Note 2 — Summary of Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Trustee in the preparation of the Trust’s 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 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 (“NAV”) 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.

 

26


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2019

 

 

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

 

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

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 Trustee’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 REIT and/or Trustee’s estimates of such re-designations for which actual information

 

27


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2019

 

 

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

 

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 Trustee 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 U.S. federal income tax principles, 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, 2019

 

 

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.

The Trustee has reviewed the Trust’s tax positions for the open tax years as of September 30, 2019 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 Trustee has the Trust recognize 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, 2019.

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, 2019, the Trustee reclassified $19,444,869,581 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, 2019, the Trust had the following capital loss carryforwards that may be utilized to offset any net realized capital gains:

 

Non-Expiring – Short Term

   $ 700,709,060  

Non-Expiring – Long Term

     5,842,521,334  

At September 30, 2019, 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

   $ 285,368,674,899      $ 17,630,053,721      $ 28,731,378,095      $ (11,101,324,374

 

29


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2019

 

 

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

 

The tax character of distributions paid during the years ended September 30, 2019, 2018 and 2017 were as follows:

 

Distributions paid from:

   2019      2018      2017  

Ordinary Income

   $ 5,057,184,141      $ 4,894,169,793      $ 4,709,369,232  

As of September 30, 2019, the components of distributable earnings (excluding unrealized appreciation/ (depreciation)) were undistributed ordinary income of $303,707,011 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, 2019:

 

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, 2019, the Adjustment Amount reduced the Trustee’s fee by $28,507,217. The Adjustment Amount included an excess of net transaction fees from processing orders of $6,005,194 and a Trustee earnings credit of $22,502,023.

The Trustee has voluntarily agreed to waive a portion of its fee, as needed, for one year until February 1, 2020, so that the total operating expenses would not exceed 0.0945% per annum of the daily NAV of the Trust. The total amount of such waivers by the Trustee for the year ended September 30, 2017 is identified in the Statements of Operations. No amounts were waived for the years ended September 31, 2019 and

 

30


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2019

 

 

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

 

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 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, 2019, 2018 and 2017, 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 for the years ended September 30, 2019, 2018 and 2017. The Trust reimbursed the Sponsor for $549,533, $367,362 and $245,507 of legal fees for the years ended September 30, 2019, 2018 and 2017, respectively, 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 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

 

31


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2019

 

 

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

 

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, 2019 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, 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, 2019, the Trust had in-kind contributions, in-kind redemptions, purchases and sales of investment securities of $192,702,859,903,

 

32


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2019

 

 

Note 5 — Investment Transactions – (continued)

 

$202,225,064,807, $8,921,019,725, and $7,348,613,677, respectively. Net realized gain (loss) on investment transactions in the 2019 Statement of Operations includes net gains resulting from in-kind transactions of $19,444,869,581.

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 — Recent Accounting Pronouncements

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 adopted the Final Rule in 2018 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.

 

33


SPDR S&P 500® ETF Trust

Other Information

September 30, 2019 (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, 2019, 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 unitholders that meet applicable holding period requirements with respect to their Units. Complete information will be reported in conjunction with your 2019 Form 1099-DIV.

FREQUENCY DISTRIBUTION OF DISCOUNTS AND PREMIUMS

Bid/Ask Price(1) vs Net Asset Value

As of September 30, 2019

 

     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
 

2019

     0        0        0        0        0        0  

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  

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

       4.11%          66.25%          242.03%  

Return Based on Bid/Ask Price

       4.10%          66.23%          242.52%  

S&P 500® Index

       4.25%          67.27%          246.74%  

Average Annual Total Return

 
       1 Year        5 Year        10 Year  

SPDR S&P 500® ETF Trust

              

Return Based on NAV

       4.11%          10.70%          13.09%  

Return Based on Bid/Ask Price

       4.10%          10.70%          13.10%  

S&P 500® Index

       4.25%          10.84%          13.24%  

 

(1)

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.

 

34


SPDR S&P 500® ETF Trust

Schedule of Investments

September 30, 2019

 

 

Common Stocks   Shares     Value  

3M Co.

    6,381,536     $ 1,049,124,518  

Abbott Laboratories

    19,624,317       1,641,966,603  

AbbVie, Inc.

    16,366,181       1,239,247,225  

ABIOMED, Inc.(a)

    498,273       88,637,784  

Accenture PLC Class A

    7,061,131       1,358,208,548  

Activision Blizzard, Inc.

    8,499,909       449,815,184  

Adobe Systems, Inc.(a)

    5,401,556       1,492,179,845  

Advance Auto Parts, Inc.

    794,133       131,349,598  

Advanced Micro Devices, Inc.(a)

    12,053,261       349,424,036  

AES Corp.

    7,320,441       119,616,006  

Affiliated Managers Group, Inc.

    566,395       47,209,023  

Aflac, Inc.

    8,270,061       432,689,592  

Agilent Technologies, Inc.

    3,436,133       263,310,872  

Air Products & Chemicals, Inc.

    2,435,294       540,294,327  

Akamai Technologies, Inc.(a)

    1,815,180       165,871,148  

Alaska Air Group, Inc.

    1,365,971       88,665,178  

Albemarle Corp.

    1,184,215       82,326,627  

Alexandria Real Estate Equities, Inc. REIT

    1,244,852       191,757,002  

Alexion Pharmaceuticals, Inc.(a)

    2,480,290       242,919,603  

Align Technology, Inc.(a)

    805,540       145,738,297  

Allegion PLC

    1,037,295       107,515,627  

Allergan PLC

    3,642,232       612,951,223  
Common Stocks   Shares     Value  

Alliance Data Systems Corp.

    455,042     $ 58,304,531  

Alliant Energy Corp.

    2,610,039       140,759,403  

Allstate Corp.

    3,655,095       397,235,725  

Alphabet, Inc. Class A(a)

    3,325,875       4,061,358,997  

Alphabet, Inc. Class C(a)

    3,355,556       4,090,422,764  

Altria Group, Inc.

    20,712,433       847,138,510  

Amazon.com, Inc.(a)

    4,613,732       8,009,023,516  

Amcor PLC(a)

    18,009,115       175,588,871  

Ameren Corp.

    2,700,678       216,189,274  

American Airlines Group, Inc.

    4,383,002       118,209,564  

American Electric Power Co., Inc.

    5,445,377       510,177,371  

American Express Co.

    7,580,304       896,598,357  

American International Group, Inc.

    9,628,951       536,332,571  

American Tower Corp. REIT

    4,915,362       1,086,933,999  

American Water Works Co., Inc.

    1,997,914       248,200,856  

Ameriprise Financial, Inc.

    1,453,054       213,744,243  

AmerisourceBergen Corp.

    1,721,070       141,695,693  

AMETEK, Inc.

    2,513,000       230,743,660  

Amgen, Inc.

    6,658,645       1,288,514,394  

Amphenol Corp. Class A

    3,314,097       319,810,360  

Analog Devices, Inc.

    4,102,693       458,393,889  

ANSYS, Inc.(a)

    931,275       206,147,034  

Anthem, Inc.

    2,847,285       683,633,128  

AO Smith Corp.

    1,571,994       74,999,834  
 

 

See accompanying notes to financial statements.

 

35


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2019

 

 

Common Stocks   Shares     Value  

Aon PLC

    2,618,745     $ 506,910,470  

Apache Corp.

    4,150,455       106,251,648  

Apartment Investment & Management Co. Class A REIT

    1,651,020       86,084,183  

Apple, Inc.

    47,167,737       10,564,158,056  

Applied Materials, Inc.

    10,256,804       511,814,520  

Aptiv PLC

    2,860,182       250,037,110  

Archer-Daniels-Midland Co.

    6,189,969       254,222,027  

Arconic, Inc.

    4,427,996       115,127,896  

Arista Networks, Inc.(a)

    604,304       144,380,312  

Arthur J Gallagher & Co.

    2,049,372       183,562,250  

Assurant, Inc.

    682,046       85,815,028  

AT&T, Inc.

    81,132,958       3,070,071,131  

Atmos Energy Corp.

    1,291,009       147,033,015  

Autodesk, Inc.(a)

    2,437,234       359,979,462  

Automatic Data Processing, Inc.

    4,818,727       777,838,912  

AutoZone, Inc.(a)

    272,281       295,321,418  

AvalonBay Communities, Inc. REIT

    1,547,144       333,146,518  

Avery Dennison Corp.

    946,428       107,485,828  

Baker Hughes a GE Co.

    7,214,571       167,378,047  

Ball Corp.

    3,713,015       270,344,622  

Bank of America Corp.

    93,018,758       2,713,357,171  

Bank of New York Mellon Corp.

    9,524,619       430,608,025  

Baxter International, Inc.

    5,669,051       495,871,891  

BB&T Corp.

    8,497,234       453,497,379  
Common Stocks   Shares     Value  

Becton Dickinson and Co.

    2,986,606     $ 755,491,854  

Berkshire Hathaway, Inc. Class B(a)

    21,772,086       4,529,029,330  

Best Buy Co., Inc.

    2,571,805       177,428,827  

Biogen, Inc.(a)

    2,048,028       476,821,879  

BlackRock, Inc.

    1,304,318       581,256,274  

Boeing Co.

    5,935,595       2,258,315,830  

Booking Holdings, Inc.(a)

    472,207       926,758,180  

BorgWarner, Inc.

    2,280,487       83,648,263  

Boston Properties, Inc. REIT

    1,595,924       206,927,506  

Boston Scientific Corp.(a)

    15,396,966       626,502,547  

Bristol-Myers Squibb Co.

    18,109,596       918,337,613  

Broadcom, Inc.

    4,419,910       1,220,204,554  

Broadridge Financial Solutions, Inc.

    1,284,456       159,824,860  

Brown-Forman Corp. Class B

    2,020,905       126,872,416  

C.H. Robinson Worldwide, Inc.

    1,514,537       128,402,447  

Cabot Oil & Gas Corp.

    4,685,099       82,317,189  

Cadence Design Systems, Inc.(a)

    3,118,055       206,041,074  

Campbell Soup Co.

    1,872,380       87,852,070  

Capital One Financial Corp.

    5,210,801       474,078,675  

Capri Holdings, Ltd.(a)

    1,687,152       55,945,960  

Cardinal Health, Inc.

    3,273,408       154,472,124  
 

 

See accompanying notes to financial statements.

 

36


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2019

 

 

Common Stocks   Shares     Value  

CarMax, Inc.(a)

    1,843,996     $ 162,271,648  

Carnival Corp.

    4,409,710       192,748,424  

Caterpillar, Inc.

    6,246,701       789,020,803  

Cboe Global Markets, Inc.

    1,235,657       141,989,346  

CBRE Group, Inc. Class A(a)

    3,734,492       197,965,421  

CBS Corp. Class B

    3,633,535       146,685,808  

CDW Corp.

    1,606,828       198,025,483  

Celanese Corp.

    1,400,856       171,310,680  

Celgene Corp.(a)

    7,869,473       781,438,669  

Centene Corp.(a)

    4,561,187       197,316,950  

CenterPoint Energy, Inc.

    5,531,867       166,951,746  

CenturyLink, Inc.

    10,650,793       132,921,897  

Cerner Corp.

    3,589,834       244,718,984  

CF Industries Holdings, Inc.

    2,452,167       120,646,616  

Charles Schwab Corp.

    12,917,682       540,346,638  

Charter Communications, Inc. Class A(a)

    1,795,164       739,822,988  

Chevron Corp.

    21,074,133       2,499,392,174  

Chipotle Mexican Grill, Inc.(a)

    283,114       237,948,824  

Chubb, Ltd.

    5,068,770       818,302,229  

Church & Dwight Co., Inc.

    2,714,746       204,257,489  

Cigna Corp.(a)

    4,194,958       636,752,675  

Cimarex Energy Co.

    1,119,861       53,686,136  

Cincinnati Financial Corp.

    1,683,101       196,367,394  

Cintas Corp.

    937,968       251,469,221  

Cisco Systems, Inc.

    47,137,065       2,329,042,382  

Citigroup, Inc.

    25,083,172       1,732,745,522  

Citizens Financial Group, Inc.

    4,964,232       175,584,886  
Common Stocks   Shares     Value  

Citrix Systems, Inc.

    1,397,389     $ 134,875,986  

Clorox Co.

    1,415,847       215,024,684  

CME Group, Inc.

    3,963,219       837,586,703  

CMS Energy Corp.

    3,147,958       201,311,914  

Coca-Cola Co.

    42,730,796       2,326,264,534  

Cognizant Technology Solutions Corp. Class A

    6,132,348       369,565,952  

Colgate-Palmolive Co.

    9,509,909       699,073,411  

Comcast Corp. Class A

    50,360,098       2,270,233,218  

Comerica, Inc.

    1,709,538       112,812,413  

Conagra Brands, Inc.

    5,374,680       164,895,182  

Concho Resources, Inc.

    2,217,062       150,538,510  

ConocoPhillips

    12,326,398       702,358,158  

Consolidated Edison, Inc.

    3,688,173       348,421,703  

Constellation Brands, Inc. Class A

    1,854,880       384,479,526  

Cooper Cos., Inc.

    544,396       161,685,612  

Copart, Inc.(a)

    2,230,134       179,146,664  

Corning, Inc.

    8,682,802       247,633,513  

Corteva, Inc.(a)

    8,295,297       232,268,316  

Costco Wholesale Corp.

    4,883,066       1,406,860,145  

Coty, Inc. Class A

    3,333,344       35,033,445  

Crown Castle International Corp. REIT

    4,599,635       639,395,261  

CSX Corp.

    8,862,297       613,891,313  

Cummins, Inc.

    1,752,033       285,003,208  

CVS Health Corp.

    14,439,894       910,724,115  
 

 

See accompanying notes to financial statements.

 

37


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2019

 

 

Common Stocks   Shares     Value  

D.R. Horton, Inc.

    3,727,759     $ 196,490,177  

Danaher Corp.

    7,089,254       1,023,900,955  

Darden Restaurants, Inc.

    1,353,049       159,957,453  

DaVita, Inc.(a)

    1,075,129       61,357,612  

Deere & Co.

    3,505,721       591,345,018  

Delta Air Lines, Inc.

    6,425,400       370,103,040  

DENTSPLY SIRONA, Inc.

    2,489,176       132,697,973  

Devon Energy Corp.

    4,604,842       110,792,499  

Diamondback Energy, Inc.

    1,810,390       162,772,165  

Digital Realty Trust, Inc. REIT

    2,294,240       297,815,294  

Discover Financial Services

    3,533,454       286,527,785  

Discovery, Inc. Class A(a)

    1,746,108       46,498,856  

Discovery, Inc. Class C(a)

    3,985,115       98,113,531  

DISH Network Corp.
Class A(a)

    2,671,566       91,020,254  

Dollar General Corp.

    2,865,126       455,383,126  

Dollar Tree, Inc.(a)

    2,626,971       299,895,009  

Dominion Energy, Inc.

    9,126,128       739,581,413  

Dover Corp.

    1,611,955       160,486,240  

Dow, Inc.

    8,287,771       394,912,288  

DTE Energy Co.

    2,026,534       269,447,961  

Duke Energy Corp.

    8,060,435       772,673,299  

Duke Realty Corp. REIT

    3,971,103       134,898,369  

DuPont de Nemours, Inc.

    8,294,294       591,466,105  

DXC Technology Co.

    2,958,879       87,286,930  

E*TRADE Financial Corp.

    2,717,374       118,722,070  
Common Stocks   Shares     Value  

Eastman Chemical Co.

    1,537,819     $ 113,537,177  

Eaton Corp. PLC

    4,683,376       389,422,714  

eBay, Inc.

    8,754,514       341,250,956  

Ecolab, Inc.

    2,779,616       550,475,153  

Edison International

    3,976,020       299,871,428  

Edwards Lifesciences Corp.(a)

    2,313,129       508,680,198  

Electronic Arts, Inc.(a)

    3,290,418       321,868,689  

Eli Lilly & Co.

    9,433,130       1,054,906,928  

Emerson Electric Co.

    6,804,575       454,953,884  

Entergy Corp.

    2,207,530       259,075,721  

EOG Resources, Inc.

    6,420,772       476,549,698  

Equifax, Inc.

    1,334,306       187,696,825  

Equinix, Inc. REIT

    941,791       543,225,049  

Equity Residential REIT

    3,870,485       333,868,036  

Essex Property Trust, Inc. REIT

    726,028       237,157,046  

Estee Lauder Cos., Inc. Class A

    2,456,293       488,679,492  

Everest Re Group, Ltd.

    445,984       118,671,883  

Evergy, Inc.

    2,614,316       174,008,873  

Eversource Energy

    3,563,330       304,557,815  

Exelon Corp.

    10,773,492       520,467,399  

Expedia Group, Inc.

    1,534,785       206,290,452  

Expeditors International of Washington, Inc.

    1,901,383       141,253,743  

Extra Space Storage, Inc. REIT

    1,407,281       164,398,566  
 

 

See accompanying notes to financial statements.

 

38


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2019

 

 

Common Stocks   Shares     Value  

Exxon Mobil Corp.

    46,979,876     $ 3,317,249,044  

F5 Networks, Inc.(a)

    663,540       93,174,287  

Facebook, Inc. Class A(a)

    26,711,617       4,756,804,755  

Fastenal Co.

    6,325,340       206,648,858  

Federal Realty Investment Trust REIT

    773,990       105,370,999  

FedEx Corp.

    2,649,890       385,744,487  

Fidelity National Information Services, Inc.

    6,811,607       904,308,945  

Fifth Third Bancorp

    8,068,559       220,917,145  

First Republic Bank

    1,867,782       180,614,519  

FirstEnergy Corp.

    5,995,581       289,166,872  

Fiserv, Inc.(a)

    6,304,718       653,105,738  

FleetCor Technologies, Inc.(a)

    954,119       273,622,247  

FLIR Systems, Inc.

    1,488,460       78,278,111  

Flowserve Corp.

    1,420,310       66,342,680  

FMC Corp.

    1,457,142       127,762,211  

Ford Motor Co.

    43,478,770       398,265,533  

Fortinet, Inc.(a)

    1,602,045       122,972,974  

Fortive Corp.

    3,272,246       224,345,186  

Fortune Brands Home & Security, Inc.

    1,551,134       84,847,030  

Fox Corp. Class A

    3,894,931       122,826,649  

Fox Corp. Class B(a)

    1,774,037       55,953,127  

Franklin Resources, Inc.

    3,263,245       94,177,251  

Freeport-McMoRan, Inc.

    16,093,249       154,012,393  

Gap, Inc.

    2,389,643       41,484,202  
Common Stocks   Shares     Value  

Garmin, Ltd.

    1,604,226     $ 135,861,900  

Gartner, Inc.(a)

    986,180       141,013,878  

General Dynamics Corp.

    2,597,928       474,719,383  

General Electric Co.

    96,548,912       863,147,273  

General Mills, Inc.

    6,644,486       366,244,068  

General Motors Co.

    13,950,387       522,860,505  

Genuine Parts Co.

    1,613,698       160,708,184  

Gilead Sciences, Inc.

    14,076,162       892,147,148  

Global Payments, Inc.

    3,331,358       529,685,922  

Globe Life, Inc.(a)

    1,131,482       108,350,716  

Goldman Sachs Group, Inc.

    3,593,028       744,583,192  

H&R Block, Inc.

    2,221,877       52,480,735  

Halliburton Co.

    9,607,502       181,101,413  

Hanesbrands, Inc.

    4,020,454       61,593,355  

Harley-Davidson, Inc.

    1,760,639       63,330,185  

Hartford Financial Services Group, Inc.

    3,998,316       242,337,933  

Hasbro, Inc.

    1,276,144       151,465,531  

HCA Healthcare, Inc.

    2,945,905       354,745,880  

HCP, Inc. REIT

    5,452,948       194,288,537  

Helmerich & Payne, Inc.

    1,222,142       48,971,230  

Henry Schein, Inc.(a)

    1,665,690       105,771,315  

Hershey Co.

    1,653,828       256,326,802  

Hess Corp.

    2,873,468       173,787,345  

Hewlett Packard Enterprise Co.

    14,496,342       219,909,508  
 

 

See accompanying notes to financial statements.

 

39


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2019

 

 

Common Stocks   Shares     Value  

Hilton Worldwide Holdings, Inc.

    3,228,110     $ 300,569,322  

HollyFrontier Corp.

    1,738,164       93,235,117  

Hologic, Inc.(a)

    2,968,381       149,873,557  

Home Depot, Inc.

    12,171,919       2,824,128,646  

Honeywell International, Inc.

    7,988,942       1,351,728,986  

Hormel Foods Corp.

    3,012,650       131,743,184  

Host Hotels & Resorts, Inc. REIT

    8,182,086       141,468,267  

HP, Inc.

    16,453,961       311,308,942  

Humana, Inc.

    1,494,864       382,191,879  

Huntington Bancshares, Inc.

    11,661,013       166,402,656  

Huntington Ingalls Industries, Inc.

    459,930       97,408,575  

IDEX Corp.

    829,964       136,014,500  

IDEXX Laboratories, Inc.(a)

    951,228       258,667,430  

IHS Markit, Ltd.(a)

    4,453,596       297,856,500  

Illinois Tool Works, Inc.

    3,268,489       511,485,844  

Illumina, Inc.(a)

    1,622,424       493,573,829  

Incyte Corp.(a)

    1,961,164       145,577,204  

Ingersoll-Rand PLC

    2,676,854       329,815,181  

Intel Corp.

    49,188,100       2,534,662,793  

Intercontinental Exchange, Inc.(b)

    6,242,458       575,991,600  

International Business Machines Corp.

    9,836,159       1,430,374,242  
Common Stocks   Shares     Value  

International Flavors & Fragrances, Inc.

    1,185,527     $ 145,452,308  

International Paper Co.

    4,397,869       183,918,882  

Interpublic Group of Cos., Inc.

    4,281,234       92,303,405  

Intuit, Inc.

    2,887,587       767,924,887  

Intuitive Surgical, Inc.(a)

    1,277,246       689,623,433  

Invesco, Ltd.

    4,455,356       75,473,731  

IPG Photonics Corp.(a)

    392,725       53,253,510  

IQVIA Holdings, Inc.(a)

    2,022,672       302,146,743  

Iron Mountain, Inc. REIT

    3,173,097       102,776,612  

J.M. Smucker Co.

    1,257,579       138,358,842  

Jack Henry & Associates, Inc.

    845,932       123,480,694  

Jacobs Engineering Group, Inc.

    1,504,329       137,646,103  

JB Hunt Transport Services, Inc.

    961,709       106,413,101  

Johnson & Johnson

    29,303,546       3,791,292,781  

Johnson Controls International PLC

    8,829,244       387,515,519  

JPMorgan Chase & Co.

    35,503,147       4,178,365,370  

Juniper Networks, Inc.

    3,791,134       93,830,566  

Kansas City Southern

    1,112,807       148,014,459  

Kellogg Co.

    2,761,899       177,728,201  

KeyCorp

    11,132,760       198,608,438  

Keysight Technologies, Inc.(a)

    2,075,208       201,813,978  
 

 

See accompanying notes to financial statements.

 

40


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2019

 

 

Common Stocks   Shares     Value  

Kimberly-Clark Corp.

    3,814,362     $ 541,830,122  

Kimco Realty Corp. REIT

    4,613,796       96,336,060  

Kinder Morgan, Inc.

    21,493,226       442,975,388  

KLA Corp.

    1,792,511       285,815,879  

Kohl’s Corp.

    1,793,379       89,059,201  

Kraft Heinz Co.

    6,873,858       192,021,223  

Kroger Co.

    8,948,567       230,694,057  

L Brands, Inc.

    2,490,783       48,794,439  

L3Harris Technologies, Inc.

    2,479,159       517,251,734  

Laboratory Corp. of America Holdings(a)

    1,092,626       183,561,168  

Lam Research Corp.

    1,604,904       370,909,363  

Lamb Weston Holdings, Inc.

    1,619,464       117,767,422  

Leggett & Platt, Inc.

    1,435,493       58,769,083  

Leidos Holdings, Inc.

    1,500,916       128,898,666  

Lennar Corp. Class A

    3,184,210       177,838,128  

Lincoln National Corp.

    2,253,193       135,912,602  

Linde PLC

    6,008,378       1,163,942,986  

LKQ Corp.(a)

    3,471,022       109,163,642  

Lockheed Martin Corp.

    2,759,241       1,076,269,544  

Loews Corp.

    2,887,342       148,640,366  

Lowe’s Cos., Inc.

    8,569,669       942,320,803  

LyondellBasell Industries NV Class A

    2,866,249       256,443,298  

M&T Bank Corp.

    1,484,179       234,455,757  

Macerich Co. REIT

    1,169,784       36,953,477  
Common Stocks   Shares     Value  

Macy’s, Inc.

    3,416,562     $ 53,093,373  

Marathon Oil Corp.

    9,070,790       111,298,593  

Marathon Petroleum Corp.

    7,349,838       446,502,658  

MarketAxess Holdings, Inc.

    418,226       136,969,015  

Marriott International, Inc. Class A

    3,066,051       381,324,763  

Marsh & McLennan Cos., Inc.

    5,656,270       565,909,813  

Martin Marietta Materials, Inc.

    691,212       189,461,209  

Masco Corp.

    3,255,603       135,693,533  

Mastercard, Inc. Class A

    9,912,644       2,691,976,731  

Maxim Integrated Products, Inc.

    3,022,085       175,008,942  

McCormick & Co., Inc.

    1,353,661       211,577,214  

McDonald’s Corp.

    8,432,300       1,810,499,133  

McKesson Corp.

    2,053,014       280,564,893  

Medtronic PLC

    14,897,084       1,618,121,264  

Merck & Co., Inc.

    28,428,816       2,393,137,731  

MetLife, Inc.

    8,838,066       416,803,193  

Mettler-Toledo International,
Inc.(a)

    274,555       193,396,542  

MGM Resorts International

    5,789,527       160,485,688  

Microchip Technology, Inc.

    2,616,254       243,076,159  

Micron Technology, Inc.(a)

    12,277,209       526,078,406  
 

 

See accompanying notes to financial statements.

 

41


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2019

 

 

Common Stocks   Shares     Value  

Microsoft Corp.

    84,773,899     $ 11,786,115,178  

Mid-America Apartment Communities, Inc. REIT

    1,259,016       163,684,670  

Mohawk Industries, Inc.(a)

    688,305       85,398,001  

Molson Coors Brewing Co. Class B

    2,077,043       119,429,972  

Mondelez International, Inc. Class A

    16,012,699       885,822,509  

Monster Beverage Corp.(a)

    4,339,613       251,957,931  

Moody’s Corp.

    1,825,662       373,950,347  

Morgan Stanley

    13,947,294       595,131,035  

Mosaic Co.

    3,869,320       79,321,060  

Motorola Solutions, Inc.

    1,828,231       311,548,845  

MSCI, Inc.

    930,749       202,670,595  

Mylan NV(a)

    5,701,761       112,780,833  

Nasdaq, Inc.

    1,287,170       127,880,339  

National Oilwell Varco, Inc.

    4,238,913       89,864,956  

Nektar Therapeutics(a)

    1,883,644       34,310,575  

NetApp, Inc.

    2,641,565       138,708,578  

Netflix, Inc.(a)

    4,861,472       1,301,027,137  

Newell Brands, Inc.

    4,288,747       80,285,344  

Newmont Goldcorp Corp.

    9,066,273       343,793,072  

News Corp. Class A

    4,158,968       57,892,835  

News Corp. Class B

    1,368,564       19,563,622  

NextEra Energy, Inc.

    5,426,839       1,264,399,219  

Nielsen Holdings PLC

    3,890,551       82,674,209  

NIKE, Inc. Class B

    13,911,632       1,306,580,477  
Common Stocks   Shares     Value  

NiSource, Inc.

    4,112,108     $ 123,034,271  

Noble Energy, Inc.

    5,343,655       120,018,491  

Nordstrom, Inc.

    1,166,959       39,291,510  

Norfolk Southern Corp.

    2,942,011       528,561,696  

Northern Trust Corp.

    2,409,363       224,841,755  

Northrop Grumman Corp.

    1,747,381       654,900,925  

Norwegian Cruise Line Holdings, Ltd.(a)

    2,397,116       124,098,695  

NRG Energy, Inc.

    2,809,000       111,236,400  

Nucor Corp.

    3,380,603       172,106,499  

NVIDIA Corp.

    6,742,665       1,173,695,697  

NVR, Inc.(a)

    37,570       139,660,839  

O’Reilly Automotive, Inc.(a)

    849,605       338,576,089  

Occidental Petroleum Corp.

    9,903,526       440,409,801  

Omnicom Group, Inc.

    2,444,238       191,383,835  

ONEOK, Inc.

    4,565,404       336,424,621  

Oracle Corp.

    24,445,924       1,345,259,198  

PACCAR, Inc.

    3,819,301       267,389,263  

Packaging Corp. of America

    1,045,446       110,921,821  

Parker-Hannifin Corp.

    1,423,055       257,017,964  

Paychex, Inc.

    3,532,683       292,400,172  

PayPal Holdings, Inc.(a)

    13,065,142       1,353,418,060  

Pentair PLC

    1,865,941       70,532,570  

People’s United Financial, Inc.

    4,377,025       68,434,786  

PepsiCo, Inc.

    15,518,597       2,127,599,649  

PerkinElmer, Inc.

    1,225,293       104,358,205  
 

 

See accompanying notes to financial statements.

 

42


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2019

 

 

Common Stocks   Shares     Value  

Perrigo Co. PLC

    1,510,750     $ 84,435,818  

Pfizer, Inc.

    61,419,195       2,206,791,676  

Philip Morris International, Inc.

    17,275,307       1,311,714,061  

Phillips 66

    4,980,162       509,968,589  

Pinnacle West Capital Corp.

    1,245,480       120,898,744  

Pioneer Natural Resources Co.

    1,862,572       234,255,680  

PNC Financial Services Group, Inc.

    4,943,734       692,913,757  

PPG Industries, Inc.

    2,619,493       310,436,115  

PPL Corp.

    8,007,909       252,169,054  

Principal Financial Group, Inc.

    2,868,089       163,882,605  

Procter & Gamble Co.

    27,787,587       3,456,220,071  

Progressive Corp.

    6,445,124       497,885,829  

Prologis, Inc. REIT

    6,978,642       594,719,871  

Prudential Financial, Inc.

    4,503,797       405,116,540  

Public Service Enterprise Group, Inc.

    5,579,777       346,392,556  

Public Storage REIT

    1,656,302       406,241,192  

PulteGroup, Inc.

    2,850,957       104,202,478  

PVH Corp.

    836,873       73,837,305  

Qorvo, Inc.(a)

    1,321,811       97,999,068  

QUALCOMM, Inc.

    13,458,864       1,026,642,146  

Quanta Services, Inc.

    1,604,457       60,648,475  

Quest Diagnostics, Inc.

    1,475,014       157,870,748  

Ralph Lauren Corp.

    579,016       55,278,658  
Common Stocks   Shares     Value  

Raymond James Financial, Inc.

    1,400,960     $ 115,523,162  

Raytheon Co.

    3,081,479       604,555,365  

Realty Income Corp. REIT

    3,494,052       267,923,907  

Regency Centers Corp. REIT

    1,851,024       128,627,658  

Regeneron Pharmaceuticals, Inc.(a)

    887,212       246,112,609  

Regions Financial Corp.

    11,214,660       177,415,921  

Republic Services, Inc.

    2,378,427       205,852,857  

ResMed, Inc.

    1,581,532       213,680,789  

Robert Half International, Inc.

    1,333,657       74,231,349  

Rockwell Automation, Inc.

    1,312,616       216,319,117  

Rollins, Inc.

    1,610,488       54,869,326  

Roper Technologies, Inc.

    1,151,938       410,781,091  

Ross Stores, Inc.

    4,075,733       447,719,270  

Royal Caribbean Cruises, Ltd.

    1,895,365       205,324,890  

S&P Global, Inc.

    2,722,697       667,006,311  

salesforce.com, Inc.(a)

    9,737,723       1,445,467,602  

SBA Communications Corp. REIT

    1,252,009       301,921,970  

Schlumberger, Ltd.

    15,298,032       522,733,753  

Seagate Technology PLC

    2,628,679       141,396,643  

Sealed Air Corp.

    1,732,288       71,907,275  

Sempra Energy

    3,025,402       446,579,589  
 

 

See accompanying notes to financial statements.

 

43


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2019

 

 

Common Stocks   Shares     Value  

Sherwin-Williams Co.

    911,556     $ 501,237,298  

Simon Property Group, Inc. REIT

    3,409,876       530,747,199  

Skyworks Solutions, Inc.

    1,915,720       151,820,810  

SL Green Realty Corp. REIT

    943,379       77,121,233  

Snap-on, Inc.

    616,458       96,500,335  

Southern Co.

    11,605,641       716,880,445  

Southwest Airlines Co.

    5,421,083       292,792,693  

Stanley Black & Decker, Inc.

    1,675,911       242,018,308  

Starbucks Corp.

    13,290,757       1,175,168,734  

State Street Corp.(c)

    4,139,924       245,042,102  

Stryker Corp.

    3,562,874       770,649,646  

SunTrust Banks, Inc.

    4,892,283       336,589,070  

SVB Financial Group(a)

    573,928       119,922,256  

Symantec Corp.

    6,313,539       149,188,927  

Synchrony Financial

    6,777,248       231,036,384  

Synopsys, Inc.(a)

    1,651,850       226,716,412  

Sysco Corp.

    5,697,874       452,411,196  

T Rowe Price Group, Inc.

    2,623,288       299,710,654  

T-Mobile US, Inc.(a)

    3,496,282       275,402,133  

Take-Two Interactive Software, Inc.(a)

    1,241,315       155,586,422  

Tapestry, Inc.

    3,204,251       83,470,739  

Target Corp.

    5,683,932       607,669,170  

TE Connectivity, Ltd.

    3,737,258       348,237,700  

TechnipFMC PLC

    4,662,612       112,555,454  

Teleflex, Inc.

    512,173       174,010,777  
Common Stocks   Shares     Value  

Texas Instruments, Inc.

    10,385,572     $ 1,342,231,325  

Textron, Inc.

    2,589,158       126,765,176  

Thermo Fisher Scientific, Inc.

    4,446,793       1,295,217,397  

Tiffany & Co.

    1,190,482       110,274,348  

TJX Cos., Inc.

    13,424,643       748,289,601  

Tractor Supply Co.

    1,324,137       119,754,950  

TransDigm Group, Inc.

    551,264       287,026,627  

Travelers Cos., Inc.

    2,898,931       431,042,050  

TripAdvisor, Inc.(a)

    1,116,151       43,172,721  

Twitter, Inc.(a)

    8,583,016       353,620,259  

Tyson Foods, Inc. Class A

    3,271,218       281,782,719  

UDR, Inc. REIT

    3,251,533       157,634,320  

Ulta Salon Cosmetics & Fragrance, Inc.(a)

    653,258       163,739,118  

Under Armour, Inc. Class A(a)

    2,017,896       40,236,846  

Under Armour, Inc. Class C(a)

    2,148,802       38,957,780  

Union Pacific Corp.

    7,835,374       1,269,173,881  

United Continental Holdings,
Inc.(a)

    2,452,241       216,802,627  

United Parcel Service, Inc. Class B

    7,754,111       929,097,580  

United Rentals, Inc.(a)

    871,865       108,669,254  

United Technologies Corp.

    8,980,223       1,225,980,044  

UnitedHealth Group, Inc.

    10,513,523       2,284,798,818  
 

 

See accompanying notes to financial statements.

 

44


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2019

 

 

Common Stocks   Shares     Value  

United Rentals, Inc.(a)

    871,865     $ 108,669,254  

United Technologies Corp.

    8,980,223       1,225,980,044  

UnitedHealth Group, Inc.

    10,513,523       2,284,798,818  

Universal Health Services, Inc. Class B

    919,020       136,704,225  

Unum Group

    2,379,537       70,719,840  

US Bancorp

    15,922,143       881,131,394  

Valero Energy Corp.

    4,628,102       394,499,414  

Varian Medical Systems, Inc.(a)

    1,008,787       120,136,444  

Ventas, Inc. REIT

    4,099,644       299,397,001  

VeriSign, Inc.(a)

    1,161,058       219,010,371  

Verisk Analytics, Inc.

    1,810,206       286,265,977  

Verizon Communications, Inc.

    45,923,933       2,771,968,596  

Vertex Pharmaceuticals, Inc.(a)

    2,842,085       481,506,041  

VF Corp.

    3,602,298       320,568,499  

Viacom, Inc. Class B

    3,911,940       94,003,918  

Visa, Inc. Class A

    19,175,123       3,298,312,907  

Vornado Realty Trust REIT

    1,758,479       111,962,358  

Vulcan Materials Co.

    1,465,388       221,625,281  

W.W. Grainger, Inc.

    495,691       147,294,581  

Wabtec Corp.

    2,021,978       145,299,339  

Walgreens Boots Alliance, Inc.

    8,423,606       465,909,648  

Walmart, Inc.

    15,790,550       1,874,022,474  

Walt Disney Co.

    20,001,426       2,606,585,836  

Waste Management, Inc.

    4,334,491       498,466,465  

Waters Corp.(a)

    741,264       165,472,363  
Common Stocks   Shares     Value  

WEC Energy Group, Inc.

    3,481,198     $ 331,061,930  

WellCare Health Plans, Inc.(a)

    558,119       144,647,701  

Wells Fargo & Co.

    44,519,947       2,245,586,127  

Welltower, Inc. REIT

    4,492,972       407,287,912  

Western Digital Corp.

    3,251,279       193,906,280  

Western Union Co.

    4,766,906       110,449,212  

WestRock Co.

    2,843,366       103,640,691  

Weyerhaeuser Co. REIT

    8,221,546       227,736,824  

Whirlpool Corp.

    695,661       110,164,876  

Williams Cos., Inc.

    13,367,381       321,619,187  

Willis Towers Watson PLC

    1,424,838       274,950,989  

Wynn Resorts, Ltd.

    1,068,523       116,169,821  

Xcel Energy, Inc.

    5,822,256       377,806,192  

Xerox Holdings Corp.(a)

    2,202,991       65,891,461  

Xilinx, Inc.

    2,808,431       269,328,533  

Xylem, Inc.