Filed Pursuant to Rule 497(b)

Registration File No. 033-46080

PROSPECTUS DATED FEBRUARY 18, 2021

SPDR® S&P 500® ETF Trust

(“SPDR 500 Trust” or the “Trust”)

(formerly known as “SPDR Trust, Series 1”)

(A Unit Investment Trust constituted outside Singapore and

organized in the United States)

 

 

PROSPECTUS ISSUED PURSUANT TO

DIVISION 2 OF PART XIII OF

THE SECURITIES AND FUTURES ACT,

CHAPTER 289 OF SINGAPORE

This Prospectus incorporates and is not valid without

the U.S. Prospectus dated January 14, 2021

issued by the SPDR 500 Trust, attached hereto

 

 

The collective investment scheme offered in this Prospectus is a recognised scheme under the Securities and Futures Act, Chapter 289 of Singapore (the “Act”). A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the “Authority”). The Authority assumes no responsibility for the contents of the Prospectus. Registration of the Prospectus by the Authority does not imply that the Act or any other legal or regulatory requirements have been complied with. The Authority has not, in any way, considered the investment merits of the collective investment scheme. The date of registration of this Prospectus with the Authority is February 18, 2021. This Prospectus will expire on February 18, 2022 (12 months after the date of registration).

The SPDR 500 Trust has been admitted to the Official List of the Singapore Exchange Securities Trading Limited (“SGX-ST”), and permission has been granted by the SGX-ST to deal in and for quotation on the SGX-ST Mainboard of all the units in the SPDR 500 Trust (“Units”) already issued as well as those Units which may be issued from time to time. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed in this Prospectus and admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the SPDR 500 Trust or the Units.

IMPORTANT: If you are in doubt about the contents of this Prospectus, you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.


SPDR® S&P 500® ETF Trust

PROSPECTUS

TABLE OF CONTENTS

 

     Page  

SPDR® S&P 500® ETF TRUST

     S-3  

CORPORATE INFORMATION

     S-6  

TRADING AND SETTLEMENT

     S-7  

EXCHANGE RATES AND RISKS

     S-11  

GENERAL AND STATUTORY INFORMATION

     S-12  

“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 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. 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.

 

S-2


SPDR® S&P 500® ETF TRUST

This Prospectus, relating to the SPDR® S&P 500® ETF Trust (“SPDR 500 Trust” or the “Trust”), which is issued pursuant to Division 2 of Part XIII of the Securities and Futures Act, Chapter 289 of Singapore, has been lodged with and registered by the Monetary Authority of Singapore, who assumes no responsibility for its contents.

This Prospectus incorporates and is not valid without the attached U.S. Prospectus, dated January 14, 2021 issued by the Trust (“U.S. Prospectus”). Terms defined in the U.S. Prospectus shall have the same meaning when used in this Prospectus.

The Trust’s fiscal year end is September 30.

The Trust is a unit investment trust organised in the United States (“U.S.”), and is a single fund that issues securities called “Units”, which represent an undivided ownership interest in the common stocks that are actually held by the Trust and make up the Trust’s Portfolio (the “Portfolio Securities”). The “Portfolio” means the portfolio of the common stocks that are included in the Index (as defined below). 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”). The Trust’s Portfolio consists of substantially all of the component common stocks that comprise the Index, which are weighted in accordance with the terms of the Trust Agreement (defined below).

The Trust’s portfolio turnover ratio, calculated based on the lesser of purchases or sales of underlying investments of the Trust and expressed as a percentage of daily average net asset value, was 2% during the most recent fiscal year. The Trust’s portfolio turnover ratio, expressed as a percentage of monthly average value, can be found on page 2 of the U.S. Prospectus and in the “Financial Highlights” section on pages 23 to 24 of the U.S. Prospectus.

The top ten constituents (by weight) of the Trust as of February 16, 2021 are set out below:

 

     
No.   Name    Weighting

1.

  Apple Inc.    6.41%

2.

 

Microsoft Corporation

   5.55%

3.

 

Amazon.com Inc.

   4.20%

4.

 

Facebook Inc. Class A

   1.98%

5.

 

Alphabet Inc. Class A

   1.91%

6.

 

Alphabet Inc. Class C

   1.86%

7.

 

Tesla Inc.

   1.82%

8.

 

Berkshire Hathaway Inc. Class B

   1.44%

9.

 

JPMorgan Chase & Co.

   1.33%

10.

 

Johnson & Johnson

   1.31%

 

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For additional details regarding the Trust’s Portfolio, please consult pages 61 to 66 in the U.S. Prospectus attached hereto. All Units are denominated in U.S. dollars.

PDR Services LLC, the sponsor of the Trust (the “Sponsor”), accepts full responsibility for the accuracy of information contained in this Prospectus, other than that given in the U.S. Prospectus under the heading “Report of Independent Registered Public Accounting Firm”, and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief the facts stated and the opinions expressed in this Prospectus are fair and accurate in all material respects as at the date of this Prospectus and there are no other facts the omission of which would make any statement in this Prospectus misleading.

The Trust is governed by an amended and restated trust agreement (the “Trust Agreement”) dated as of January 1, 2004 and effective as of January 27, 2004, as amended by an amendment dated November 1, 2004 (effective as of November 8, 2004), by an amendment dated February 1, 2009 (effective as of February 13, 2009), by an amendment dated November 23, 2009 (effective as of January 27, 2010), each made between State Street Bank and Trust Company, the retired trustee of the Trust (the “Retired Trustee”), and the Sponsor, by an amendment dated April 12, 2017 (effective as of June 16, 2017), made between State Street Global Advisors Trust Company, the trustee of the Trust (the “Trustee”), and the Sponsor, and by an amendment dated August 4, 2017 (effective as of September 5, 2017), made between the Trustee and the Sponsor. Terms defined in the U.S. Prospectus shall have the same meaning when used in this Prospectus.

Copies of the Trust Agreement are available for inspection, free of charge, at the offices of State Street Global Advisors Trust Company, at One Iron Street, Boston, Massachusetts, U.S. 02210 during normal U.S. business hours, or State Street Global Advisors Singapore Limited1, at 168 Robinson Road, #33-01, Capital Tower, Singapore 068912 during normal Singapore business hours.

Investors should seek professional advice to ascertain (a) the possible tax consequences, (b) the legal requirements and (c) any foreign exchange restrictions or exchange control requirements which they may encounter under the laws of the countries of their citizenship, residence or domicile and which may be relevant to the subscription, holding or disposal of Units.

Investors in the Trust are advised to carefully consider the risk factors set out under the headings “Principal Risks of Investing in the Trust” on pages 4 to 6 of the U.S. Prospectus and “Additional Risk Information” on pages 72 to 74 of the U.S. Prospectus, and to refer to pages S-18 to S-23 of this Prospectus for a discussion of the U.S. and Singapore tax consequences of an investment in Units.

 

1 

State Street Global Advisors Singapore Limited will hold copies of the Trust Agreement for inspection by investors; however, it is not in any way acting as an agent for or acting as the Trustee.

 

S-4


ENQUIRIES

All enquiries about the Trust or requests for additional copies of this Prospectus should be directed to an investor’s local broker.

 

IMPORTANT:   READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE

 

S-5


CORPORATE INFORMATION

 

Sponsor to the Trust:

 

PDR Services LLC

c/o NYSE Holdings LLC

11 Wall Street

New York, New York

U.S. 10005

Legal advisers to the Sponsor as to U.S. law:  

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York

U.S. 10017

Legal advisers to the Sponsor as to Singapore law:  

Morgan Lewis Stamford LLC

10 Collyer Quay

#27-00 Ocean Financial Centre

Singapore 049315

Singapore

Trustee:  

State Street Global Advisors Trust Company

One Iron Street

Boston, Massachusetts

U.S. 02210

Legal advisers to the Trustee as to Singapore law:  

Allen & Gledhill LLP

One Marina Boulevard, #28-00

Singapore 018989

Singapore

Auditors:  

PricewaterhouseCoopers LLP

101 Seaport Boulevard

Suite 500

Boston, Massachusetts

U.S. 02210

U.S. Distributor of Creation Units:  

ALPS Distributors, Inc.

1290 Broadway, Suite 1000

Denver, Colorado

U.S. 80203

 

S-6


TRADING AND SETTLEMENT

Trust Units are listed for trading on the Singapore Exchange Securities Trading Limited (“SGX-ST”) where they may be bought and sold in the secondary market at any time during the trading day. Market prices for Units traded on the SGX-ST are available on the SGX-ST website https://www2.sgx.com/securities/securities-prices?code=etfs. Units may also be purchased by Authorized Participants directly from the Trust in the U.S. by placing orders with the U.S. Distributor, as facilitated through the Trustee, in a minimum unit, called a “Creation Unit”, of 50,000 Units or multiples thereof. Creation Units may also be redeemed through a tender to the Trustee in the U.S. 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 common stocks that are included in the Index, as determined by the index provider, S&P Dow Jones Indices LLC (“S&P”) (“Index Securities”). Such purchases and redemptions can be made only in the U.S. at the then-current valuation as described herein on pages S-7 to S-10 and pages S-13 to S-14 under the heading “Redemption.” For the purposes of such purchases and redemptions of the Creation Units, the Evaluation Time (as defined on page S-13) is the closing time of the regular trading session on the New York Stock Exchange LLC (ordinarily 4:00 p.m. New York time). For additional details on trading and settlement, please consult pages 7 and 50 to 59 in the U.S. Prospectus attached hereto.

The primary trading market for Units is in the U.S., where Units are listed on NYSE Arca, Inc. (“NYSE Arca”). Investors should note that trading in Units may be halted under certain circumstances. Please refer to pages 66 to 67 and pages 72 to 74 in the U.S. Prospectus for more details.

As with other securities, investors will pay negotiated brokerage commissions and typical Singapore clearing fees and applicable taxes. In addition, cash dividends to be distributed to investors in Singapore will be net of expenses incurred by CDP (defined below), and where such expenses equal or exceed the amount of the dividends, the investors will not receive any distributions. Brokerage commissions may be subject to Goods and Services Tax (“GST”) at the prevailing standard rate of seven percent (7%). There will be a Singapore clearing fee, which is currently at the rate of 0.0325% of the contract value (or such other amount as the CDP may decide from time to time). Clearing fees may be subject to GST in Singapore at the prevailing standard rate of seven percent (7%). Units are traded in U.S. dollars on the SGX-ST in 10 unit round lots. The term “market day” as used in this Prospectus means a business day in which transactions in Units can be executed and settled. Trading of Units on the SGX-ST may be halted if the Trust fails to comply with continuing listing requirements and advertising guidelines of the SGX-ST.

With respect to holders of Units in Singapore, the trading and settlement process, the system through which they receive distributions or the manner in which information may be made available, among other aspects, may differ from the information set forth in the U.S. Prospectus. Holders of Units in Singapore should

 

S-7


read this Prospectus carefully and all enquiries in relation hereto should be directed to their local brokers.

The SGX-ST imposes certain requirements for the continued listing of securities, including the Units, on the SGX-ST. There can be no assurance that the requirements of the SGX-ST necessary to maintain the listing of the Units of the Trust will continue to be met, the SGX-ST will not change its listing requirements or that the Units will always be listed on the SGX-ST. The Trust will not be terminated if Units are delisted from the SGX-ST. If the Units are delisted from the SGX-ST, investors may deliver the Units they hold out of CDP for trading on NYSE Arca through the delivery mechanisms described in section “3. Delivery of Units out of CDP for Trading on NYSE Arca” on pages S-9 to S-10 of this Prospectus.

1.    General

Units are issued by the Trust in the form of scripless securities which are eligible “book-entry-only” securities of The Depository Trust Company (“DTC”). As “book-entry-only” securities, Units are represented by one or more global securities registered in the name of Cede & Co., as nominee for DTC and deposited with, or on behalf of, DTC.

The Central Depository (Pte) Limited (“CDP”) maintains an account—Account No. 5700 (“DTC Account”)—with DTC. CDP may receive Units from or deliver Units to accounts maintained by member participants in DTC (“DTC Participants”).

Settlement of dealings through the CDP system may be effected only by Depository Agents of CDP or holders of Units who have their own direct securities accounts with CDP. Investors may open a direct securities account with CDP or a securities sub-account with any Depository Agent to hold their Units in CDP. The term “Depository Agent” shall have the same meaning as that ascribed to it in Section 81SF of the Securities and Futures Act, Chapter 289 of Singapore.

Through the delivery mechanisms discussed below, it is possible for investors to purchase Units in Singapore and sell them in the U.S. and vice versa. Although both CDP and DTC, within their own respective market settlements, provide for Delivery Versus Payment and Free-of-Payment transfers of securities, all of the linked transfers between the two depositories are effected only on a Free-of-Payment basis (i.e., there is no related cash movement to parallel the securities movement. Any related cash transfers may only be effected outside DTC and CDP directly between the buyer and seller through their own arrangements). Investors should be aware that Singapore time is generally 12 hours ahead of Eastern Daylight Saving Time (13 hours Eastern Standard time) in New York, and that NYSE Arca and the SGX-ST are not open at the same time. Because of this time difference between the Singapore and U.S. markets, trading in Units between the two markets cannot occur simultaneously. Please refer to pages 50 to 59 and 66 to 67 of the U.S. Prospectus for details on circumstances under which there may be suspension of dealings or trading.

 

S-8


All dealings in, and transactions of, Units in Singapore must be effected for settlement through the computerised book-entry (scripless) settlement system in the CDP. Investors should ensure that Units sold on the SGX-ST are available for settlement in their CDP account no later than the second market day following the transaction date.

Investors’ holdings of Units in their CDP account will be credited or debited for settlement on the second market day following the transaction date, i.e., T+2, T being the transaction date. If Units are not in an investor’s CDP account for settlement by 1:30 p.m. on T+2, the investor will be subject to the buy-in cycle on that afternoon. More information on the buy-in cycle is available on the SGX-ST website at http://www.sgx.com.

In the absence of unforeseen circumstances, the delivery of Units into and out of CDP will take a minimum of one market day after the duly completed documentation has been submitted to CDP for processing, assuming that the investor has given proper instructions to his or her DTC Participant. Instructions and forms received by CDP after 1 p.m. Singapore time on a given market day will be treated as being received on the next market day and, as such, will be processed on the next market day. Please refer to pages 1 and 68 to 71 of the U.S. Prospectus for details on the fees and expenses of the Trust.

The Trust has adopted a code of ethics which is described on page 91 of the U.S. Prospectus.

2.    Delivery of Units to CDP for Trading on the SGX-ST

Investors who hold Units in DTC’s system in the U.S. and wish to trade them on the SGX-ST can direct delivery of the Units to CDP; this book-entry transfer to CDP’s DTC Account may be effected only on a Free-of-Payment basis. Investors may deliver their Units by informing their Singapore broker or Depository Agent to submit delivery instructions to CDP, together with the applicable CDP delivery fee and GST, no later than 1 p.m. Singapore time on the specified delivery date. Investors must concurrently instruct their DTC Participant to deliver such Units into the DTC Account on the delivery date. Upon notification that its DTC Account has been credited, CDP will accordingly credit Units to the investor’s account.

Investors should ensure that their Units are delivered into their securities account with CDP in time for settlement. In the event an investor cannot deliver the Units for settlement pursuant to the trade, the CDP may buy-in against him or her.

3.    Delivery of Units out of CDP for Trading on NYSE Arca

Investors who hold Units with CDP and wish to trade on NYSE Arca must arrange to deliver the Units into their accounts with their DTC Participant for settlement of any such trade, which will occur on the second market day following the transaction date. For such delivery, investors must submit a duly completed CDP

 

S-9


delivery form together with the applicable CDP delivery fee and GST through their Singapore broker or Depository Agent, no later than 1 p.m. Singapore time on the second market day following the specified delivery date in the U.S. Investors must concurrently instruct their DTC Participant to expect receipt of the relevant number of Units from the DTC Account. Upon receipt of the duly completed CDP delivery form, CDP will earmark the investor’s securities account for the relevant number of Units and then instruct DTC to deliver the Units to the DTC Participant account as specified by the investor. The relevant number of Units will be debited from the investor’s securities account after CDP receives DTC’s confirmation that the Units have been transferred out of its DTC account.

 

S-10


EXCHANGE RATES AND RISKS

Units traded on the SGX-ST are denominated and traded in U.S. dollars. Units may only be created or redeemed in U.S. dollars at the then-current value calculated in U.S. dollars in the manner set out in the U.S. Prospectus. Similarly, the Trust holds only Portfolio Securities that are denominated in U.S. dollars and the distributions which may be made by the Trustee are in U.S. dollars.

The Trust has no ability to manage its investments to hedge against fluctuations in exchange rates between the U.S. dollar and the Singapore dollar. To the extent a Singapore investor wishes to convert such U.S. dollar holdings or distributions to Singapore dollars, fluctuations in the exchange rate between the Singapore dollar and the U.S. dollar may affect the value of the proceeds following a currency conversion.

 

S-11


GENERAL AND STATUTORY INFORMATION

1.    Appointment of Auditors

The Trust Agreement provides that the accounts of the Trust shall be audited, as required by U.S. law, by independent registered public accountants designated from time to time by the Trustee.

2.    Duties and Obligations of the Trustee

The key duties and obligations imposed on the Trustee under the Trust Agreement are summarized as follows:

(i) the Trustee will accept on behalf of the Trust deposits of Portfolio Deposits and be authorized to effect registration or transfer of the Portfolio Securities in its name or the name of its nominee or the nominee of its agent;

(ii) the Trustee must hold money received pursuant to the Trust Agreement as a deposit for the account of the Trust;

(iii) the Trustee shall not be liable for the disposition of money or securities or evaluation performed under the Trust Agreement except by reason of its own gross negligence, bad faith, wilful misconduct, wilful malfeasance or reckless disregard of its duties and obligations under the Trust Agreement;

(iv) the Trustee is not obligated to appear in, prosecute or defend any action if it is of the opinion that it may involve expense or liability unless it is furnished with reasonable security and indemnity against such expense or liability; if reasonable indemnity is provided, the Trustee shall, in its discretion, undertake such action as it may deem necessary to protect the Trust and the rights and interest of all beneficial owners;

(v) the Trustee must provide to brokers/underwriters accounts of the Trust audited by the auditors of the Trust, and the brokers/underwriters will deliver such accounts to beneficial owners;

(vi) in performing its functions under the Trust Agreement the Trustee will not be held liable except by reason of its own gross negligence, bad faith, wilful misconduct or wilful malfeasance for any action taken or suffered to be taken by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred on it or reckless disregard of its duties and obligations;

(vii) the Trustee must ensure that no payment made to the Sponsor is for expenses of the Trust, except for payments not in excess of amounts and for purposes prescribed by the U.S. Securities and Exchange Commission and authorized by the Trust Agreement;

(viii) the Trustee must keep proper books of record and account of all transactions under the Trust Agreement, including the creation and redemption of Creation Units, at its offices, and keep such books open for inspection by any beneficial owner at all reasonable times during usual business hours;

 

S-12


(ix) the Trustee must make, or cause to be made, such reports and file such documents as are required by the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940 and U.S. state or federal tax laws and regulations;

(x) the Trustee must keep a certified copy of the Trust Agreement, together with the Indenture for each Trust Series then in effect and a current list of Portfolio Securities therein, on file at its office and make the same available for inspection; and

(xi) the Trustee must charge and direct from the assets of the Trust all expenses and disbursements incurred under the Trust Agreement, or shall reimburse itself from the assets of the Trust or the sale of securities in the Trust for any advances made out of its own funds for such expenses and disbursements.

3.     Contracts

A holder of a Unit is not required, obliged or entitled in connection with the Trust to enter into any contract with any person or corporation whether by way of lease or otherwise.

4.     Vesting of Assets in the Trust

The Trustee has legal title to all securities and other property in which funds of the Trust are invested, all funds held for such investment, all equalisation, redemption, and other special funds of the Trust, and all income upon accretions to, and proceeds of such property and funds, and the Trustee is required to segregate and hold the same in trust until distribution thereof to the holders of the Units.

5.     Redemption

The Trust is not administered by a management company, and there is no obligation on the Sponsor or the Trustee to redeem any Units. As described on pages 55 to 59 in the U.S. Prospectus, it is the Trust itself that is obligated to effect the redemption (although it is the Trustee acting as agent for the Trust that will actually effect the redemption).

Only Units in Creation Units may be redeemed at their then-current valuation, which is calculated on the Business Day on which the redemption order is properly received, as of the Evaluation Time, which is the closing time of the regular trading session on the New York Stock Exchange LLC (ordinarily 4:00 p.m. New York time). For redemptions through the Clearing Process, the Trustee effects a transfer of the Cash Redemption Payment and stocks to the redeeming beneficial owner by the second (2nd) NSCC Business Day following the date on which request for redemption is deemed received. For redemptions outside the Clearing Process, the Trustee transfers the Cash Redemption Payment and the stocks to the redeeming beneficial owner by the second (2nd) Business Day following the date on which the request for

 

S-13


redemption is deemed received. The Trustee will cancel all Units delivered upon redemption. Please refer to pages 3, 55 to 59 and 72 to 74 of the U.S. Prospectus for a further description of this process.

Investors owning Units in an amount less than a whole Creation Unit (i.e., less than 50,000 Units) or multiples thereof, are not permitted to tender their Units to the Trustee for redemption. Such investors can only dispose of their Units by selling them on the secondary market at any time during the trading day at market prices.

6.    Transfer of Units

As described on page S-8 of this Prospectus, Cede & Co., as nominee for DTC, will be the registered owner of all outstanding Units on the DTC system. Beneficial ownership of Units will be shown on the records of DTC or its participants. Beneficial ownership records for holders of Units in Singapore will be maintained at CDP.

No certificates will be issued in respect of Units. Transfers of Units between investors will normally occur through the trading mechanism of the SGX-ST or NYSE Arca as described on pages S-7 to S-10 in this Prospectus and pages 66 to 67 in the U.S. Prospectus.

7.    Meetings of Holders of Units; Voting; Distribution of Annual Reports

The Trust is not required by law to convene meetings of beneficial owners of the Units.

The Sponsor, the Retired Trustee and CDP have entered into a Depository Agreement dated May 18, 2001, as supplemented by a supplemental depository agreement dated May 22, 2009 (the “CDP Depository Agreement”), pursuant to which CDP has agreed to act as the depository for Units in Singapore. The Sponsor, the Retired Trustee, CDP and the Trustee have entered into a deed of novation dated December 29, 2018 in relation to the CDP Depository Agreement (the “Deed of Novation”) pursuant to which, inter alia, CDP has agreed to release and discharge the Retired Trustee subject to the Trustee undertaking to observe, perform and be bound by the terms of the CDP Depository Agreement in every respect as if the Trustee were named in the CDP Depository Agreement as a party thereto in place of the Retired Trustee, subject to the terms and conditions of the Deed of Novation. CDP’s duties under the CDP Depository Agreement include, among other things: (i) acting as a bare trustee on behalf of individuals who hold securities accounts with CDP and Depository Agents authorized to maintain sub-accounts with CDP in respect of Units, (ii) distributing to CDP account holders and Depository Agents any applicable payments or cash distributions in respect of Units, and (iii) providing the list of its Depository Agents and holders of Units who have their own direct securities accounts with CDP, if so requested by the Sponsor or the Trustee.

The Trustee arranges for the annual report of the Trust to be mailed to all holders of Units, including the holders of Units in Singapore, no later than the 60th day after

 

S-14


the end of the Trust’s fiscal year. The most recent semi-annual report of the Trust may be found on the website http://www.spdrs.com.sg/etf/fund/ref_doc/Semi_Annual_Report_SPY.pdf.

The Sponsor or the Trustee will ensure that in the event that it is necessary to collect and collate any consents or votes of, or distribute notices, statements, reports, prospectuses, consent instructions, consent forms or other written communications to the holders of Units in Singapore, the relevant materials will be mailed to the holders of Units in Singapore.

8.    Declaration

It is hereby declared that no Units shall be created or issued pursuant to this Prospectus later than 12 months, or such other period as may be prescribed by the law for the time being in force, after the date of this Prospectus.

9.    Allotment of Units

A Distribution Agreement was entered into as of April 16, 2018, between (1) the Sponsor, (2) the Trust and (3) ALPS Distributors, Inc. (“ALPS”), the U.S. Distributor, pursuant to which the Trust and the Sponsor retained ALPS to:

(i) act as the exclusive distributor for the creation and distribution of Creation Units;

(ii) hold itself available to receive and process orders for Creation Units; and

(iii) enter into arrangements with dealers.

It is the duty of the Trust and the Sponsor to create the Creation Units and to request DTC to record on its books the ownership of such Units in such amounts as ALPS has requested, as promptly as practicable after receipt by the Trustee of the requisite portfolio of securities and any applicable cash component from the creator of the Creation Units or other entities having a Participant Agreement with the Trustee. Participant Agreements must be entered into between the Trustee and all other persons who are creating Creation Units.

10.    Borrowing Powers

There are no borrowing powers conveyed in the Trust Agreement.

11.    Sponsor, Trustee and Designated Market Maker

Sponsor

PDR Services LLC (“PDR”) was originally organized as a corporation under Delaware U.S. law, and was subsequently converted into a limited liability company

 

S-15


in Delaware on April 6, 1998. On October 1, 2008, NYSE Holdings LLC (formerly known as NYSE Euronext Holdings LLC) (“NYSE Holdings”) acquired the American Stock Exchange LLC (“Amex”) and all of its subsidiaries, including PDR, which is the Sponsor of the Trust. PDR was formed to act as sponsor for Amex’s exchange traded funds and other unit investment trusts. PDR will remain the Sponsor of the Trust until it is removed, it is replaced by a successor, it resigns or the Trust Agreement is terminated. Currently, the Sponsor is not permitted to receive remuneration for the services it renders as Sponsor.

PDR 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.”

Trustee

Effective June 16, 2017, the Retired Trustee resigned as trustee of the Trust. The Sponsor appointed the Trustee, a wholly-owned subsidiary of the Retired Trustee, as trustee of the Trust. The services received, and the trustee fees paid, by the Trust did not change as a result of the change in the identity of the Trustee. The Retired Trustee continues to maintain the Trust’s accounting records, act as custodian and transfer agent to the Trust, and provided administrative services, including the filing of certain regulatory reports.

The Trustee is a limited purpose trust company organized under the laws of the Commonwealth of Massachusetts, U.S. The Trustee is a direct wholly-owned subsidiary of the Retired Trustee and as such is regulated by the Federal Reserve System and is subject to applicable U.S. federal and state banking and trust laws and to supervision by the U.S. Federal Reserve, as well as by the Massachusetts Commissioner of Banks and the regulatory authorities of those states and countries in which a branch of the Trustee is located.

In accordance with the Trust Agreement, the Trustee, inter alia, acts as custodian to the Trust. In this regard, the assets of the Trust shall be held by, or to the order of the Trustee on behalf of and for the exclusive interest of the holders of the Units. The Trust Agreement does not allow the Trustee to delegate the safekeeping of the assets of the Trust to another custodian. The Trustee must ensure, inter alia, that adjustments to the Trust’s Portfolio are carried out in accordance with the law and the Trust Agreement.

The Trustee will remain the Trustee of the Trust until it is removed, it resigns or the Trust Agreement is terminated. The remuneration received by the Trustee in its capacity as Trustee of the Trust is described in the U.S. Prospectus and reflected in the financial statements contained therein. Absent gross negligence, bad faith, wilful misconduct or wilful malfeasance on its part or reckless disregard of its duties and obligations under the Trust Agreement, the Trustee shall be indemnified from the Trust and held harmless against any loss, liability or expense incurred arising out of or

 

S-16


in connection with the acceptance or administration of the Trust and any action taken in accordance with the provisions of the Trust Agreement.

Designated Market Maker

The designated market maker of the Trust on the SGX-ST is Societe Generale or such other eligible party as may be designated from time to time. The designated market maker is required to make a market for the Units in the secondary market on the SGX-ST to provide for an adequately liquid market for the Units, by amongst others, quoting bid prices to potential sellers and offer prices to potential buyers on the SGX-ST in accordance with the market making requirements of the SGX-ST.

The designated market maker(s) of the Trust may change from time to time. The latest list of designated market maker(s) of the Trust is available at http://www.sgx.com.

For the avoidance of doubt, neither the Sponsor nor the Trustee shall be liable for anything done or omitted or any loss suffered or incurred whatsoever by any person in the event that the designated market maker is not fulfilling its duties to provide for an adequately liquid market for the Units in accordance with the market making requirements of the SGX-ST.

12.    Exercise of Voting Rights on Underlying Securities

The Trustee (rather than the beneficial owners of Units) has the exclusive right to vote all of the voting stocks in the Trust, as Trustee. The Trustee votes the voting stocks of each issuer in the same proportionate relationship that all other shares of each such issuer are voted (known as “mirror voting”) to the extent permissible and, if not permitted, abstains from voting. The Trustee shall not be liable to any person for any action or failure to take any action with respect to such voting matters. There are no restrictions on the Trustee’s right to vote securities or Units when such securities or Units are owned by the Trustee in its individual capacity.

13.    Adjustments to Securities Held by the Trust

The Trust’s Portfolio Securities are not managed and the Trustee adjusts such securities from time to time to maintain the correspondence between the composition and weightings of the Portfolio Securities and the Index Securities.

14.    Use of Financial Derivatives

The Trustee may not use or invest in financial derivatives on behalf of the Trust.

15.    Securities Lending and Repurchase Transactions

The Trustee may not engage in any securities lending transactions or repurchase transactions on behalf of the Trust.

 

S-17


16.    Distributions to Beneficial Owners

The Trustee receives all dividends and other cash distributed with respect to the underlying securities in the Trust (including monies realized by the Trustee from the sale of securities options, warrants or other similar rights received on such securities), and distributes them (less fees, expenses and any applicable taxes) through DTC and the DTC Participants to the beneficial owners of the Units. A description of the distribution process is contained on pages 10 to 11 and pages 74 to 76 of the U.S. Prospectus. These distribution arrangements will be the same for holders of Units in Singapore, who will receive their entitlements through CDP. Cash dividends distributed to investors in Singapore will be net of expenses incurred by CDP. Where such expenses equal or exceed the amount of the dividend, investors will not receive any dividend.

17.    Consents

PricewaterhouseCoopers LLP, as the auditor of the Trust, has given and has not withdrawn its written consent to the issue of this Prospectus with the inclusion herein of, and reference to, as the case may be, (i) its name and (ii) its report, in the form and context in which it is referred to in this Prospectus. The report referred to in this Prospectus was not prepared by PricewaterhouseCoopers LLP for the purpose of inclusion in this Prospectus.

Davis Polk & Wardwell LLP (as legal advisers to the Sponsor as to U.S. law) has given and has not withdrawn its written consent to the inclusion in this Prospectus or references to its name in the form and context which it appears in this Prospectus.

18.    Important Tax Information

 

A.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a description of certain U.S. federal income tax consequences of the beneficial ownership of Units by a person that is, for U.S. federal income tax purposes, a nonresident alien individual, a foreign corporation, a foreign trust or a foreign estate (a “Non-U.S. Holder”). The discussion below does not apply to a Non-U.S. Holder who is a nonresident alien individual and is present in the United States for 183 days or more during any taxable year. Such Non-U.S. Holders should consult their tax advisors with respect to the particular tax consequences to them of an investment in the Trust. The discussion below provides general tax information relating to a Non-U.S. Holder’s 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 Non-U.S. Holder’s decision to invest in Units. This discussion does not describe all of the tax consequences that may be relevant in light of a Non-U.S. Holder’s particular circumstances or tax consequences applicable to Non-U.S. Holders subject to special rules, such as a nonresident alien individual who is a former citizen or resident of the United States; an expatriated entity; a controlled

 

S-18


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.

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 in light of their specific circumstances.

This discussion is based on the Internal Revenue Code of 1986, as amended (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 non-U.S. taxing jurisdiction.

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” (as described in the U.S. Prospectus) 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). There is currently no income tax treaty between the U.S. and Singapore. 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, as described in the U.S. Prospectus. 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.

 

S-19


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 holders of Units who are U.S. persons for U.S. federal income tax purposes. For more information, see “Federal Income Taxes—Tax Consequences to U.S. Holders” in the U.S. Prospectus. 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 U.S. Internal Revenue Service (the “IRS”) in connection with certain payments on the Units and may be filed in connection with payments of the proceeds from a sale or other disposition of Units. A Non-U.S. Holder may be subject to backup withholding on distributions or on the proceeds from a redemption or other disposition of Units if such Non-U.S. Holder does not certify its non-U.S. status under penalties of perjury or otherwise establish an exemption. Backup withholding is not an additional tax. Any amounts withheld pursuant to the backup withholding rules will be allowed as a credit against the Non-U.S. Holder’s U.S. federal income tax liability, if any, and may entitle the Non-U.S. Holder to a refund, provided that the required information is furnished to the IRS on a timely basis.

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

Under Sections 1471 through 1474 of the Code (“FATCA”), a withholding tax at the rate of 30% will generally be imposed on payments of dividends on Units to certain foreign entities (including financial intermediaries) unless the foreign entity provides the withholding agent with certifications and other information (which may include information relating to ownership by U.S. persons of interests in, or accounts with, the foreign entity). Treasury and the IRS have 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

 

S-20


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.

 

B.

CERTAIN SINGAPORE TAX CONSIDERATIONS

The following is a general description of material Singapore income tax, stamp duty and estate duty consequences of the ownership and disposal of Units. The summary discussion below is not intended to be, and does not purport to be, a comprehensive analysis of all the tax consequences relating to ownership and disposal of Units by a person who, for purposes of taxation in Singapore, is regarded as a Singapore resident taxpayer or otherwise. Prospective investors of Units should consult their own tax advisors concerning the tax consequences of their particular situations. This description, which is not intended to and does not constitute legal or tax advice, is based on laws, regulations and interpretations now in effect and available as of the date of this Prospectus. The laws, regulations and interpretations, however, may change at any time, and any change could be retroactive to the date of ownership of the Units. These laws and regulations are also subject to various interpretations and the relevant tax authorities or the courts could later disagree with the explanations or conclusions set out below.

General

Subject to certain exceptions, Singapore tax resident and non-resident companies are subject to Singapore income tax on income accruing in or derived from Singapore and on foreign income received or deemed received in Singapore.

Foreign-sourced income in the form of branch profits, dividends and service income received or deemed received in Singapore by a resident corporate taxpayer is, however, tax-exempt (subject to certain conditions) if:

 

  (a)

the foreign income had been subject to tax in the foreign jurisdiction from which they were received. The rate at which the foreign income was taxed can be different from the headline tax rate;

 

  (b)

the highest corporate tax rate of the foreign jurisdiction from which the income is received is at least 15% at the time the foreign income is received in Singapore; and

 

  (c)

the Comptroller of Income Tax is satisfied that the tax exemption would be beneficial to the person resident in Singapore.

Resident and non-resident individuals are generally taxed on income arising in or derived from Singapore.

All foreign-sourced personal income received or deemed received in Singapore on or after January 1, 2004 by a Singapore tax resident individual (except where such

 

S-21


income is received through a partnership in Singapore or where the overseas employment is incidental to a Singapore employment) will be exempt from tax in Singapore. Certain investment income derived from Singapore sources by individuals on or after January 1, 2004 will also be exempt from tax.

A company is regarded as a tax resident in Singapore if the control and management of its business is exercised in Singapore; “control and management” is the making of decisions on strategic matters, such as those on company policy and strategy. Typically, the location of the company’s board of directors meetings, during which strategic decisions are made, is a key factor in determining where the control and management is exercised. An individual is regarded as a tax resident in Singapore for income tax purposes if, in the calendar year preceding the year of assessment, he is physically present in Singapore or exercised an employment in Singapore (other than as a director of a company) for 183 days or more, or if he is a Singaporean or Singapore permanent resident if he has established his permanent home in Singapore.

Tax rates

The corporate tax rate is 17% from the Year of Assessment 2010 (i.e., calendar year ended in 2009). With effect from the Year of Assessment 2020, the first SGD10,000 of normal chargeable income will be eligible for a 75% tax exemption, with a further 50% tax exemption given on the next SGD190,000 of normal chargeable income. In respect of new start-up companies (where any of the first three Years of Assessment falls in or after the Year of Assessment 2020), the first SGD100,000 of normal chargeable income will be eligible for a 75% tax exemption, with a further 50% tax exemption given on the next SGD100,000 of normal chargeable income.

Singapore tax resident individuals are subject to tax based on a progressive scale. Since the Year of Assessment 2017 (i.e., calendar year ended in 2016), the top marginal rate is 22%.

The employment income of non-resident individuals is taxed at the flat rate of 15% or the progressive resident tax rates, whichever is the higher tax amount. From the Year of Assessment 2017, the tax rates for non-resident individuals (except certain reduced final withholding tax rates) has been raised from 20% to 22%. This is to maintain parity between the tax rates of non-resident individuals and the top marginal tax rate of resident individuals.

All tax residents in Singapore will be affected by tax rebates and exemptions granted by the Singapore government from time to time in line with its current financial and fiscal policies.

Dividends Tax

Dividends accrue in the year that they are declared payable.

 

S-22


Generally, the following dividends are not taxable:

 

  (a)

dividends paid on or after 1 January 2008 by a Singapore resident company under the one-tier corporate tax system except co-operatives;

 

  (b)

foreign dividends received in Singapore on or after 1 January 2004 by resident individuals. If an individual resident in Singapore receives foreign-sourced dividends through a partnership in Singapore, these dividends may be exempt from Singapore tax if certain conditions are met; and

 

  (c)

income distribution from real estate investment trusts (“REITs”), except distributions derived by individuals through a partnership in Singapore, or from the carrying on of a trade, business or profession in REITs.

Capital Gains Tax

Generally, profits or losses derived from the buying and selling of shares or other financial instruments are viewed as personal investments. These profits are capital gains and are not taxable.

Adoption of FRS 109 treatment for Singapore income tax purposes

In addition, with effect from 1 January 2018, the Financial Reporting Standards 109 (“FRS 109”) has replaced the previous Financial Reporting Standards 39 (“FRS 39”). For holders of the Units, this means that they may be required, for income tax purposes, to recognise gains or losses, irrespective of disposal, in accordance with FRS 109 and, unlike the previous approach for FRS 39, there is no option for companies to opt out of the FRS 109 tax treatment.

Holders of the Units who may be subject to the tax treatment under the FRS 109 should consult their own accounting and tax advisors regarding the Singapore income tax consequences.

Stamp Duty

Stamp duty will not be imposed on instruments of transfers relating to the Units. In the event of a change of trustee for the SPDR 500 Trust, there will be no stamp duty on any document effecting the appointment of a new trustee and the transfer of trust assets from the incumbent trustee to the new trustee.

Estate Duty

The Singapore government announced on February 15, 2008 that estate duty would be abolished for deaths occurring on and after February 15, 2008.

19.    Queries and Complaints

Investors may contact ALPS at the following toll free number to seek any clarification regarding the Trust: +1-866-732-8673.

 

S-23


20.    Additional Information on the Index

The index provider is S&P Dow Jones Indices LLC (“S&P”), who is independent from the Trustee. The computation of the Index may be inaccurate or incomplete if, amongst other factors, the information received by S&P is inaccurate or incomplete. No warranty, representation or guarantee is given as to the accuracy or completeness of the Index and its computation or any information related thereto. The process and the basis of computing and compiling the Index and any of its related formulae, constituent companies and factors may at any time be changed or altered by S&P without notice.

The Index Securities which comprise the Index are changed by S&P from time to time. The price of Units may rise or fall as a result of such changes. The composition of the Index may also change if one of the constituent companies were to delist its securities or if a new eligible company were to list its securities and be added to the Index. If this happens, the weighting or composition of the Index Securities invested by the Trust would be changed as considered appropriate by the Trustee in order to achieve the investment objective. Thus, an investment in Units will generally reflect the Index as its constituents change from time to time, and not necessarily the way it is comprised at the time of an investment in Units.

The Index Securities held by the Trust will passively reflect the distribution of companies whose securities are included in the Index. Therefore, adverse changes in the financial condition or share performance of any company included in the Index will not result in the sale of the shares of such company by the Trust, and will be likely to adversely affect the Trust’s net asset value and the trading price of Units. The Trustee will have limited discretion to remove the securities of such company from the Fund.

A license agreement (the “License Agreement”) between SSGA FD, an affiliate of the Trustee, and S&P grants a license to SSGA FD to use the Index and to use certain trade names and trademarks of S&P in connection with the Trust. The Index also serves as a basis for determining the composition of the Portfolio. 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 beneficial owners of Units. In the event that the Index is no longer available for use by the Fund, the Trustee will source for a suitable replacement index that gives, in the opinion of the Trustee, the same or substantially similar equity exposure as the Index. There are no material conditions in the License Agreement in relation to the use of the Index which may prevent the Fund from achieving its investment objective.

Further information on the Index is available online at http://www.spindices.com.

21.    Tracking Error Risk

Factors such as the fees and expenses of the Trust, imperfect correlation between the Portfolio Securities and the Index Securities constituting the Index, rounding of

 

S-24


share prices, changes to the Index and regulatory policies may affect the Trustee’s ability to achieve close correlation with the performance of the Index. The Trust’s returns may therefore deviate from the Index and there is no assurance that the Trust will be able to fully track the performance of the Index. The Portfolio Securities may be adjusted from time to time to reflect any changes to the composition of, or the weighting of securities in, the Index, with a view towards minimizing tracking error of the Trust’s overall returns relative to the performance of the Index.

22.    Concentration

If the Index comprises Index Securities that are concentrated in a particular group of stocks, industry or group of industries, the Trust may be adversely affected by the performance of those stocks and be subject to price volatility. In addition, if the Trust is concentrated in a single stock, group of stocks, industry or group of industries, it may be more susceptible to any single economic, market, political or regulatory occurrence.

23.    Notification

The Units of the SPDR 500 Trust are Specified Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products) and capital markets products other than prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018).

 

S-25


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 14, 2021

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 2021 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

     6  

Purchase and Sale Information

     7  

Tax Information

     8  

The S&P 500 Index

     8  

Dividends and Distributions

     10  

Dividends and Capital Gains

     10  

No Dividend Reinvestment Service

     10  

Federal Income Taxes

     11  

Taxation of the Trust

     12  

Tax Consequences to U.S. Holders

     14  

Tax Consequences to Non-U.S. Holders

     17  

Report Of Independent Registered Public Accounting Firm

     19  

Statement of Assets and Liabilities

     20  

Statements of Operations

     21  

Statements of Changes in Net Assets

     22  

Financial Highlights

     23  

Notes to Financial Statements

     25  

Other Information (Unaudited)

     35  

Schedule of Investments

     36  

Organization of the Trust

     50  

Purchases and Redemptions of Creation Units

     50  

Purchase (Creation)

     50  

Redemption

     55  
TABLE OF CONTENTS  
     Page  

Book-Entry-Only System

     59  

Portfolio Adjustments

     61  

Adjustments to the Portfolio Deposit

     64  

Exchange Listing and Trading

     66  

Secondary Trading on Exchanges

     66  

Trading Prices of Units

     67  

Continuous Offering of Units

     67  

Expenses of the Trust

     68  

Trustee Fee Scale

     70  

Determination of Net Asset Value

     71  

Additional Risk Information

     72  

Additional Information Regarding Dividends and Distributions

     74  

General Policies

     74  

Investment Restrictions

     76  

Investments by Investment Companies

     76  

Annual Reports

     77  

Benefit Plan Investor Considerations

     77  

Index License

     78  

Sponsor

     80  

Trustee

     86  

Depository

     88  

Distributor

     88  

Trust Agreement

     89  

Amendments to the Trust Agreement

     89  

Termination of the Trust Agreement

     90  

Legal Opinion

     91  

Independent Registered Public Accounting Firm and Financial Statements

     91  

Code of Ethics

     91  

Information and Comparisons Relating to Secondary Market Trading and Performance

     91  
 

“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 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. 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

     0.0555

S&P License Fee

     0.0302

Marketing

     0.0070

Other Operating Expenses

     0.0018
  

 

 

 

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 2% of the average value of its portfolio. The Trust’s portfolio

turnover rate does not include securities received or delivered from processing creations or redemptions of Units. Portfolio turnover will be a function of changes to

 

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 and MarketRisk.    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, perceived trends in securities prices, war, acts of terrorism, the spread of infectious disease or other public health issues. Local, regional or global events such as war, acts of terrorism, the spread of infectious disease or other public health issues, recessions, or other events could have a significant impact on the Trust and its investments and could result in increased premiums or discounts to the Trust’s net asset value.

An investment in the Trust is subject to the risks of any investment in a broadly based portfolio of equity securities, 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 equity securities 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

 

4


elimination from the Portfolio unless such issuer is removed from the Index. Equity securities are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. These investor perceptions are based on various and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political, economic and banking crises, as well as war, acts of terrorism and the spread of infectious disease or other public health issues.

An outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and was declared a pandemic by the World Health Organization in March 2020. This coronavirus has resulted in travel restrictions, restrictions on gatherings of people (including closings of, or limitations on, dining and entertainment establishments, as well as schools and universities), closed businesses (or businesses that are restricted in their operations), closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty. The impact of COVID-19, and other infectious disease outbreaks that may arise in the future, could adversely affect the economies of many nations or the entire global economy, individual issuers and capital markets in ways that cannot be foreseen. Public health crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally. The duration of the COVID-19 outbreak cannot be determined with certainty. The risk of further spreading of COVID-19 has led to significant uncertainty and volatility in the financial markets and disruption to the global economy, the consequences of which are currently unpredictable. Certain of the Trust’s investments are likely to have exposure to businesses that, as a result of COVID-19, experience a slowdown or temporary suspension in business activities. These factors, as well as any restrictive measures instituted in order to prevent or control a pandemic or other public health crisis, such as the one posed by COVID-19, could have a material and adverse effect on the Trust’s investments.

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. Equity securities values are subject to market fluctuations as long as the equity securities remain 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

 

5


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., 12/18/20) was the net asset value per Unit (“NAV”) on the last Business Day of such year (i.e., 12/31/20), 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., 1/29/21). 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.

Annual Total Return (years ended 12/31)

 

LOGO

Highest Quarterly Return: 20.44% for the quarter ended June 30, 2020.

Lowest Quarterly Return: –19.60% for the quarter ended March 31, 2020.

 

6


Average Annual Total Returns (for periods ending December 31, 2020)

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

     18.23     15.04     13.74

Return After Taxes on Distributions

     17.74     14.52     13.24

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

     11.05     12.00     11.41

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

     18.40     15.22     13.88

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.

 

7


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, 2020, the five largest industry groups represented in the Index were: Software 8.59%; Technology Hardware, Storage & Peripherals 7.01%; IT Services 5.49%; Interactive Media & Services 5.48%; and Semiconductors & Semiconductor Equipment 5.12%. 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.

The following table shows the actual performance of the Index for the years 1960 through 2020. 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  

 

8


Year

   Calendar
Year-End
Index Value*
     Calendar
Year-End Index
Value 1960=100
     Change In
Index for
Calendar Year
    Calendar
Year-End
Yield**
 

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  

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  

 

9


Year

   Calendar
Year-End
Index Value*
     Calendar
Year-End Index
Value 1960=100
     Change In
Index for
Calendar Year
    Calendar
Year-End
Yield**
 

2014

     2,058.90        3,543.10        11.39 %       2.01 %  

2015

     2,043.94        3,517.36        –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        28.8       1.80  

2020

     3,756.07        6,463.73        16.26       1.48  

 

*

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

 

**

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

DIVIDENDS AND DISTRIBUTIONS

Dividends and Capital Gains

Holders of Units receive on the last Business Day of April, July, October and January an amount corresponding to the amount of any cash dividends declared on the Portfolio Securities during the applicable period, net of fees and expenses associated with operation of the Trust, and taxes, if applicable. Because of such fees and expenses, the dividend yield for Units is ordinarily less than that of the Index. Although all such distributions are currently made quarterly, under certain limited circumstances the Trustee may vary the times at which such distributions are made.

Any capital gain income recognized by the Trust in any taxable year that is not distributed during the year ordinarily is distributed at least annually in January of the following taxable year. The Trust may make additional distributions shortly after the 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.

 

10


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

FEDERAL INCOME TAXES

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

 

   

certain financial institutions;

 

   

regulated investment companies;

 

   

real estate investment trusts;

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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 in light of their specific circumstances.

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 and (ii) holds such Units as capital assets.

 

11


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 non-U.S. 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, 2020 and intends to qualify as a RIC in the current and future taxable years. Assuming that the Trust so qualifies and that it satisfies the distribution requirements described below, the Trust generally will not be subject to U.S. federal income tax on income distributed in a timely manner to the holders of its Units (“Unitholders”).

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

 

12


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

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

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 (defined below) 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.

 

13


Tax Consequences to U.S. Holders

The discussion in this section applies only to U.S. Holders. 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.

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

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

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, the Trust meets certain holding period requirements with respect to the underlying shares of stock and the U.S. Holder meets certain holding period and other requirements with respect to the underlying shares of stock. Dividends eligible

 

14


for the dividends-received deduction generally are dividends from domestic corporations.

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

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

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

 

15


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

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

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

 

16


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

The discussion in this section applies only 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). 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

 

17


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

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

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

Under Sections 1471 through 1474 of the Code (“FATCA”), a withholding tax at the rate of 30% will generally be imposed on payments of dividends on Units to certain foreign entities (including financial intermediaries) unless the foreign entity provides the withholding agent with certifications and other information (which may include information relating to ownership by U.S. persons of interests in, or accounts with, the foreign entity). Treasury and the IRS have 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, 2020, the related statements of operations and of changes in net assets for each of the three years in the period ended September 30, 2020, including the related notes, and the financial highlights for each of the five years in the period ended September 30, 2020 (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, 2020, the results of its operations and the changes in its net assets for each of the three years in the period ended September 30, 2020 and the financial highlights for each of the five years in the period ended September 30, 2020 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 (the Trustee). 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 (the Trustee), as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of September 30, 2020 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 24, 2020

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, 2020

 

 

ASSETS

  

Investments in unaffiliated issuers, at value (Note 2)

   $ 293,094,904,469  

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

     813,183,959  
  

 

 

 

Total Investments

     293,908,088,428  

Cash

     1,094,750,606  

Dividends receivable — unaffiliated issuers (Note 2)

     206,099,750  

Dividends receivable — affiliated issuers (Note 2)

     1,945,598  
  

 

 

 

Total Assets

     295,210,884,382  
  

 

 

 

LIABILITIES

  

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

     166,632  

Accrued Trustee expense (Note 3)

     13,789,112  

Accrued Marketing expense (Note 3)

     13,330,495  

Distribution payable

     1,193,626,401  

Accrued expenses and other liabilities

     36,466,606  
  

 

 

 

Total Liabilities

     1,257,379,246  
  

 

 

 

NET ASSETS

   $ 293,953,505,136  
  

 

 

 

NET ASSETS CONSIST OF:

  

Paid in capital (Note 4)

   $ 310,760,685,731  

Total distributable earnings (loss)

     (16,807,180,595
  

 

 

 

NET ASSETS

   $ 293,953,505,136  
  

 

 

 

NET ASSET VALUE PER UNIT

   $ 335.21  
  

 

 

 

UNITS OUTSTANDING (UNLIMITED UNITS AUTHORIZED)

     876,932,116  
  

 

 

 

COST OF INVESTMENTS:

  

Unaffiliated issuers

   $ 299,417,251,578  

Affiliates of the Trustee and the Sponsor (Note 3)

     916,580,366  
  

 

 

 

Total Cost of Investments

   $ 300,333,831,944  
  

 

 

 

 

See accompanying notes to financial statements.

 

20


SPDR S&P 500® ETF Trust

Statements of Operations

 

 

     Year Ended
9/30/20
    Year Ended
9/30/19
    Year Ended
9/30/18
 

INVESTMENT INCOME

      

Dividend income — unaffiliated issuers (Note 2)

   $ 5,344,744,140     $ 5,569,189,037     $ 4,995,395,848  

Dividend income — affiliates of the Trustee and the Sponsor

     15,314,759       14,842,022       13,606,086  
  

 

 

   

 

 

   

 

 

 

Total Investment Income

     5,360,058,899       5,584,031,059       5,009,001,934  

EXPENSES

      

Trustee expense (Note 3)

     156,390,558       129,443,668       143,201,038  

S&P license fee (Note 3)

     85,102,695       79,275,442       80,322,526  

Marketing expense (Note 3)

     19,590,285       36,911,835       22,626,082  

Legal and audit fees

     405,831       605,028       603,472  

Other expenses

     4,688,948       1,591,672       4,372,847  
  

 

 

   

 

 

   

 

 

 

Total Expenses

     266,178,317       247,827,645       251,125,965  
  

 

 

   

 

 

   

 

 

 

NET INVESTMENT INCOME (LOSS)

     5,093,880,582       5,336,203,414       4,757,875,969  
  

 

 

   

 

 

   

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS)

      

Net realized gain (loss) on:

      

Investments — unaffiliated issuers

     (2,843,848,543     (1,874,707,476     (631,225,982

Investments — affiliates of the Trustee and the Sponsor

     (8,520,407     (2,398,982     (838,353

In-kind redemptions — unaffiliated issuers

     33,362,317,592       19,405,809,495       37,318,292,156  

In-kind redemptions — affiliated issuers

     79,983,578       39,060,086       142,784,439  
  

 

 

   

 

 

   

 

 

 

Net realized gain (loss)

     30,589,932,220       17,567,763,123       36,829,012,260  
  

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation/depreciation on:

      

Investments — unaffiliated issuers

     4,637,256,785       (13,388,014,704     (760,564,842

Investments — affiliates of the Trustee and the Sponsor

     (19,657,458     (33,757,839     (158,416,456
  

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation/depreciation

     4,617,599,327       (13,421,772,543     (918,981,298
  

 

 

   

 

 

   

 

 

 

NET REALIZED AND UNREALIZED GAIN (LOSS)

     35,207,531,547       4,145,990,580       35,910,030,962  
  

 

 

   

 

 

   

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

   $ 40,301,412,129     $ 9,482,193,994     $ 40,667,906,931  
  

 

 

   

 

 

   

 

 

 

 

See accompanying notes to financial statements.

 

21


SPDR S&P 500® ETF Trust

Statements of Changes in Net Assets

 

 

     Year Ended
9/30/20
    Year Ended
9/30/19
    Year Ended
9/30/18
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:

      

Net investment income (loss)

   $ 5,093,880,582     $ 5,336,203,414     $ 4,757,875,969  

Net realized gain (loss)

     30,589,932,220       17,567,763,123       36,829,012,260  

Net change in unrealized appreciation/depreciation

     4,617,599,327       (13,421,772,543     (918,981,298
  

 

 

   

 

 

   

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

     40,301,412,129       9,482,193,994       40,667,906,931  
  

 

 

   

 

 

   

 

 

 

NET EQUALIZATION CREDITS AND CHARGES (NOTE 2)

     (28,962,904     (53,196,888     2,991,782  
  

 

 

   

 

 

   

 

 

 

DISTRIBUTIONS TO UNITHOLDERS

     (5,149,353,080     (5,057,184,141     (4,894,169,793
  

 

 

   

 

 

   

 

 

 

INCREASE (DECREASE) IN NET ASSETS FROM UNIT TRANSACTIONS:

      

Proceeds from issuance of Units

     615,842,536,075       487,497,849,720       617,352,015,478  

Cost of Units redeemed

     (631,300,529,687     (497,053,054,235     (617,035,693,780

Net income equalization (Note 2)

     28,962,904       53,196,888       (2,991,782
  

 

 

   

 

 

   

 

 

 

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

     (15,429,030,708     (9,502,007,627     313,329,916  
  

 

 

   

 

 

   

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS DURING THE PERIOD

     19,694,065,437       (5,130,194,662     36,090,058,836  
  

 

 

   

 

 

   

 

 

 

NET ASSETS AT BEGINNING OF PERIOD

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

 

 

   

 

 

   

 

 

 

NET ASSETS AT END OF PERIOD

   $ 293,953,505,136     $ 274,259,439,699     $ 279,389,634,361  
  

 

 

   

 

 

   

 

 

 

UNIT TRANSACTIONS:

      

Units sold

     2,081,250,000       1,753,650,000       2,275,100,000  

Units redeemed

     (2,128,300,000     (1,791,100,000     (2,281,850,000
  

 

 

   

 

 

   

 

 

 

NET INCREASE (DECREASE)

     (47,050,000     (37,450,000     (6,750,000
  

 

 

   

 

 

   

 

 

 

 

See accompanying notes to financial statements.

 

22


SPDR S&P 500® ETF Trust

Financial Highlights

Selected data for a Unit outstanding throughout each period

 

 

    Year Ended
9/30/20
    Year Ended
9/30/19
    Year Ended
9/30/18
    Year Ended
9/30/17
    Year Ended
9/30/16
 

Net asset value, beginning of period

  $ 296.82     $ 290.60     $ 251.30     $ 216.40     $ 191.77  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from investment operations:

         

Net investment income (loss)(a)

    5.59       5.71       4.86       4.65       4.27  

Net realized and unrealized gain (loss)

    38.51       6.05       39.46       34.97       24.76  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

    44.10       11.76       44.32       39.62       29.03  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net equalization credits and charges(a)

    (0.03     (0.06     0.00 (b)      0.06       0.02  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less Distributions from:

         

Net investment income

    (5.68     (5.48     (5.02     (4.78     (4.42
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

  $ 335.21     $ 296.82     $ 290.60     $ 251.30     $ 216.40  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return(c)

    14.98     4.11     17.72     18.44 %(d)      15.30

Ratios and Supplemental Data:

         

Net assets, end of period (in 000s)

  $ 293,953,505     $ 274,259,440     $ 279,389,634     $ 243,299,576     $ 197,280,964  

Ratios to average net assets:

         

Total expenses (excluding Trustee earnings credit and fee waivers)

    0.09     0.10     0.10     0.09     0.11

Total expenses (excluding Trustee earnings credit)

    0.09     0.10     0.10     0.09     0.11

Net expenses(e)

    0.09     0.09     0.09     0.09     0.09

Net investment income (loss)

    1.81     2.03     1.79     1.98     2.07

Portfolio turnover rate(f)

    2     3     2     3     4

 

(a)

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

(b)

Amount is less than $0.005 per Unit.

(c)

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

 

See accompanying notes to financial statements.

 

23


  respective payment dates of the Trust. Total return for a period of less than one year is not annualized. Broker commission charges are not included in this calculation.
(d)

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

(e)

Net of expenses waived by the Trustee.

(f)

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, 2020

 

 

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 on and traded on the New York Stock Exchange under the symbol “SPY”, and operates 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, 2020

 

 

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 the Trustee 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, 2020

 

 

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, 2020

 

 

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 in-kind transactions, REITs and losses deferred due to wash sales.

 

28


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2020

 

 

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, 2020 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, 2020.

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, 2020, the Trustee reclassified $33,442,301,170 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, 2020, the Trust had capital loss carryforwards that may be utilized to offset any future net realized capital gains as follows:

 

Non-Expiring – Short Term

   $ 1,128,692,265  

Non-Expiring – Long Term

     8,196,616,310  

At September 30, 2020, 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

   $ 300,383,553,994      $ 36,167,065,292      $ 42,642,530,858      $ (6,475,465,566

 

29


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2020

 

 

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

 

The tax character of distributions paid during the years ended September 30, 2020, 2019 and 2018 were as follows:

 

Distributions paid from:

   2020    2019    2018
Ordinary Income    $5,149,353,080    $5,057,184,141    $4,894,169,793

As of September 30, 2020, the components of distributable earnings (excluding unrealized appreciation/ (depreciation)) were undistributed ordinary income of $187,219,949 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, 2020:

 

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, 2020, the Adjustment Amount reduced the Trustee’s fee by $13,211,549. The Adjustment Amount included an excess of net transaction fees from processing orders of $4,942,000 and a Trustee earnings credit of $8,269,549.

The Trustee has voluntarily agreed to waive a portion of its fee, as needed, for one year until February 1, 2021, so that the total operating expenses would not exceed 0.0945% per annum of the daily NAV of the Trust. No amounts were waived for the years ended September 30, 2020, 2019 and 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.

 

30


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2020

 

 

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

 

In accordance with the Trust Agreement and under the terms of an exemptive order issued by the 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, 2020, 2019 and 2018, 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, 2020, 2019 and 2018. The Trust reimbursed the Sponsor for $402,393, $549,533, and $367,362 of legal fees for the years ended September 30, 2020, 2019, and 2018, 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 and distribution of marketing materials describing the Trust, associated legal, consulting, advertising and marketing costs and other out-of-pocket expenses.

 

31


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2020

 

 

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

 

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, 2020 are listed in the Schedule of Investments.

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, 2020, the Trust had in-kind contributions, in-kind redemptions, purchases and sales of investment securities of $221,857,538,781, $237,279,951,868, $6,761,536,197, and $5,932,024,358, respectively. Net realized gain (loss) on investment transactions in the 2020 Statement of Operations includes net gains resulting from in-kind transactions of $33,442,301,170.

 

32


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2020

 

 

Note 6 — Equity Investing and Market 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, perceived trends in securities prices, war, acts of terrorism, the spread of infectious disease or other public health issues. Local, regional or global events such as war, acts of terrorism, the spread of infectious disease or other public health issues, recessions, or other events could have a significant impact on the Trust and its investments and could result in increased premiums or discounts to the Trust’s net asset value.

An investment in the Trust is subject to the risks of any investment in a broadly based portfolio of equity securities, including the risk that the general level of stock prices may decline, thereby adversely affecting the value of such investment. The value of common stocks actually held by the Trust and that make up the Trust’s portfolio (the “Portfolio Securities”) may fluctuate in accordance with changes in the financial condition of the issuers of Portfolio Securities, the value of equity securities generally and other factors. The identity and weighting of common stocks that are included in the S&P 500® Index 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 Trust’s 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 Trust’s portfolio unless such issuer is removed from the S&P 500® Index. Equity securities are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. These investor perceptions are based on various and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political, economic and banking crises, as well as war, acts of terrorism and the spread of infectious disease or other public health issues.

An outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and was declared a pandemic by the World Health Organization in March 2020. This coronavirus has resulted in travel restrictions, restrictions on gatherings of people (including closings of, or limitations on, dining and entertainment establishments, as well as schools and universities), closed businesses (or businesses that are restricted in their operations), closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery,

 

33


SPDR S&P 500® ETF Trust

Notes to Financial Statements

September 30, 2020

 

 

Note 6 — Equity Investing and Market Risk – (continued)

 

prolonged quarantines, cancellations, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty. The impact of COVID-19, and other infectious disease outbreaks that may arise in the future, could adversely affect the economies of many nations or the entire global economy, individual issuers and capital markets in ways that cannot necessarily be foreseen. Public health crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally. The duration of the COVID-19 outbreak cannot be determined with certainty. The risk of further spreading of COVID-19 has led to significant uncertainty and volatility in the financial markets and disruption to the global economy, the consequences of which are currently unpredictable. Certain of the Trust’s investments are likely to have exposure to businesses that, as a result of COVID-19, experience a slowdown or temporary suspension in business activities. These factors, as well as any restrictive measures instituted in order to prevent or control a pandemic or other public health crisis, such as the one posed by COVID-19, could have a material and adverse effect on the Trust’s investments.

Note 7 — Subsequent Events

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

 

34


SPDR S&P 500® ETF Trust

Other Information

September 30, 2020 (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, 2020, 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 2020 Form 1099-DIV.

FREQUENCY DISTRIBUTION OF DISCOUNTS AND PREMIUMS

Bid/Ask Price(1) vs Net Asset Value

As of September 30, 2020

 

     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
 

2020

     0        0        0        0        0        0  

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  

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

       14.98%          92.42%          257.91%  

Return Based on Bid/Ask Price

       14.87%          92.37%          257.65%  

S&P 500® Index

       15.15%          93.80%          262.44%  
Average Annual Total Return  
       1 Year        5 Year        10 Year  

SPDR S&P 500® ETF Trust

              

Return Based on NAV

       14.98%          13.99%          13.60%  

Return Based on Bid/Ask Price

       14.87%          13.98%          13.59%  

S&P 500® Index

       15.15%          14.15%          13.74%  

 

(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.

 

35


SPDR S&P 500® ETF Trust

Schedule of Investments

September 30, 2020

 

 

Common Stocks   Shares     Value  

3M Co.

    6,085,208     $ 974,728,617  

Abbott Laboratories

    18,674,697       2,032,367,275  

AbbVie, Inc.

    18,644,080       1,633,034,967  

ABIOMED, Inc.(a)

    472,866       131,012,254  

Accenture PLC Class A

    6,710,434       1,516,490,980  

Activision Blizzard, Inc.

    8,151,088       659,830,574  

Adobe Systems, Inc.(a)

    5,059,398       2,481,280,561  

Advance Auto Parts, Inc.

    730,107       112,071,425  

Advanced Micro Devices, Inc.(a)

    12,383,223       1,015,300,454  

AES Corp.

    6,944,979       125,773,570  

Aflac, Inc.

    6,992,929       254,192,969  

Agilent Technologies, Inc.

    3,261,721       329,238,118  

Air Products & Chemicals, Inc.

    2,321,062       691,351,527  

Akamai Technologies, Inc.(a)

    1,703,846       188,343,137  

Alaska Air Group, Inc.

    1,296,337       47,484,824  

Albemarle Corp.

    1,123,991       100,349,916  

Alexandria Real Estate Equities, Inc. REIT

    1,236,947       197,911,520  

Alexion Pharmaceuticals, Inc.(a)

    2,333,509       267,023,435  

Align Technology, Inc.(a)

    756,373       247,606,265  

Allegion PLC

    984,886       97,415,074  

Alliant Energy Corp.

    2,533,989       130,880,532  

Allstate Corp.

    3,323,365       312,861,581  

Alphabet, Inc. Class A(a)

    3,169,146       4,644,700,378  
Common Stocks   Shares     Value  

Alphabet, Inc. Class C(a)

    3,096,513     $ 4,550,635,505  

Altria Group, Inc.

    19,658,954       759,621,983  

Amazon.com, Inc.(a)

    4,490,668       14,139,901,052  

Amcor PLC

    16,652,547       184,010,644  

Ameren Corp.

    2,561,098       202,531,630  

American Airlines Group, Inc.

    5,251,457       64,540,407  

American Electric Power Co., Inc.

    5,197,597       424,799,603  

American Express Co.

    6,878,880       689,607,720  

American International Group, Inc.

    9,138,328       251,578,170  

American Tower Corp. REIT

    4,689,709       1,133,643,357  

American Water Works Co., Inc.

    1,895,570       274,630,182  

Ameriprise Financial, Inc.

    1,268,591       195,502,559  

AmerisourceBergen Corp.

    1,550,441       150,268,742  

AMETEK, Inc.

    2,384,650       237,034,210  

Amgen, Inc.

    6,177,622       1,570,104,408  

Amphenol Corp. Class A

    3,119,012       337,695,429  

Analog Devices, Inc.

    3,875,298       452,402,289  

ANSYS, Inc.(a)

    900,343       294,619,240  

Anthem, Inc.

    2,652,792       712,513,403  

AO Smith Corp.

    1,458,677       77,018,146  

Aon PLC Class A

    2,443,417       504,076,927  

Apache Corp.

    3,938,057       37,293,400  

Apartment Investment & Management Co. Class A REIT

    1,566,726       52,830,001  

Apple, Inc.

    169,565,193       19,637,345,001  
 

 

See accompanying notes to financial statements.

 

36


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2020

 

 

Common Stocks   Shares     Value  

Applied Materials, Inc.

    9,632,879     $ 572,674,657  

Aptiv PLC

    2,848,168       261,120,042  

Archer-Daniels-Midland Co.

    5,853,642       272,135,817  

Arista Networks, Inc.(a)

    573,113       118,594,273  

Arthur J Gallagher & Co.

    2,005,695       211,761,278  

Assurant, Inc.

    638,166       77,415,917  

AT&T, Inc.

    75,150,492       2,142,540,527  

Atmos Energy Corp.

    1,259,463       120,392,068  

Autodesk, Inc.(a)

    2,313,022       534,331,212  

Automatic Data Processing, Inc.

    4,553,764       635,204,540  

AutoZone, Inc.(a)

    246,903       290,762,849  

AvalonBay Communities, Inc. REIT

    1,467,951       219,223,802  

Avery Dennison Corp.

    878,567       112,316,005  

Baker Hughes a GE Co.

    6,846,882       90,995,062  

Ball Corp.

    3,450,814       286,831,660  

Bank of America Corp.

    80,418,040       1,937,270,584  

Bank of New York Mellon Corp.

    8,522,732       292,670,617  

Baxter International, Inc.

    5,369,133       431,785,676  

Becton Dickinson and Co.

    3,057,431       711,403,045  

Berkshire Hathaway, Inc. Class B(a)

    20,907,256       4,451,991,093  

Best Buy Co., Inc.

    2,401,886       267,305,893  
Common Stocks   Shares     Value  

Bio-Rad Laboratories, Inc. Class A(a)

    226,063     $ 116,526,434  

Biogen, Inc.(a)

    1,669,824       473,695,672  

BlackRock, Inc.

    1,495,809       842,963,162  

Boeing Co.

    5,596,296       924,843,877  

Booking Holdings, Inc.(a)

    432,971       740,674,830  

BorgWarner, Inc.

    2,163,654       83,819,956  

Boston Properties, Inc. REIT

    1,516,139       121,745,962  

Boston Scientific Corp.(a)

    15,114,326       577,518,396  

Bristol-Myers Squibb Co.

    23,773,273       1,433,290,629  

Broadcom, Inc.

    4,228,999       1,540,708,916  

Broadridge Financial Solutions, Inc.

    1,203,961       158,922,852  

Brown-Forman Corp. Class B

    1,917,389       144,417,739  

C.H. Robinson Worldwide, Inc.

    1,423,216       145,438,443  

Cabot Oil & Gas Corp.

    4,302,968       74,699,524  

Cadence Design Systems, Inc.(a)

    2,950,411       314,602,325  

Campbell Soup Co.

    2,135,256       103,282,333  

Capital One Financial Corp.

    4,816,570       346,118,720  

Cardinal Health, Inc.

    3,084,964       144,839,060  

CarMax, Inc.(a)

    1,732,786       159,260,361  

Carnival Corp.

    5,462,479       82,920,431  

Carrier Global Corp.

    8,566,617       261,624,483  

Catalent, Inc.(a)

    1,731,187       148,293,478  
 

 

See accompanying notes to financial statements.

 

37


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2020

 

 

Common Stocks   Shares     Value  

Caterpillar, Inc.

    5,725,734     $ 853,993,226  

Cboe Global Markets, Inc.

    1,173,130       102,930,426  

CBRE Group, Inc. Class A(a)

    3,521,598       165,409,458  

CDW Corp.

    1,515,598       181,159,429  

Celanese Corp.

    1,275,141       137,013,900  

Centene Corp.(a)

    6,122,039       357,098,535  

CenterPoint Energy, Inc.

    5,762,319       111,500,873  

CenturyLink, Inc.

    10,095,902       101,867,651  

Cerner Corp.

    3,219,534       232,740,113  

CF Industries Holdings, Inc.

    2,300,715       70,654,958  

Charles Schwab Corp.

    12,232,760       443,192,895  

Charter Communications, Inc. Class A(a)

    1,577,632       984,978,763  

Chevron Corp.

    19,695,417       1,418,070,024  

Chipotle Mexican Grill, Inc.(a)

    294,925       366,801,172  

Chubb, Ltd.

    4,769,086       553,786,266  

Church & Dwight Co., Inc.

    2,575,508       241,350,855  

Cigna Corp.(a)

    3,872,979       656,121,372  

Cincinnati Financial Corp.

    1,597,757       124,577,113  

Cintas Corp.

    917,082       305,232,402  

Cisco Systems, Inc.

    44,651,886       1,758,837,790  

Citigroup, Inc.

    22,024,051       949,456,839  

Citizens Financial Group, Inc.

    4,591,115       116,063,387  

Citrix Systems, Inc.(a)

    1,302,998       179,435,855  

Clorox Co.

    1,320,384       277,505,105  

CME Group, Inc.

    3,770,040       630,765,392  

CMS Energy Corp.

    2,987,337       183,452,365  
Common Stocks   Shares     Value  

Coca-Cola Co.

    40,775,423     $ 2,013,082,634  

Cognizant Technology Solutions Corp. Class A

    5,757,982       399,719,110  

Colgate-Palmolive Co.

    9,011,932       695,270,554  

Comcast Corp. Class A

    48,082,101       2,224,277,992  

Comerica, Inc.

    1,520,690       58,166,393  

Conagra Brands, Inc.

    5,099,230       182,093,503  

Concho Resources, Inc.

    2,103,879       92,823,141  

ConocoPhillips

    11,345,571       372,588,552  

Consolidated Edison, Inc.

    3,500,049       272,303,812  

Constellation Brands, Inc. Class A

    1,760,027       333,542,717  

Cooper Cos., Inc.

    516,166       174,009,882  

Copart, Inc.(a)

    2,159,579       227,101,328  

Corning, Inc.

    8,114,733       262,998,497  

Corteva, Inc.(a)

    7,872,195       226,797,938  

Costco Wholesale Corp.

    4,657,075       1,653,261,625  

Crown Castle International Corp. REIT

    4,408,474       734,010,921  

CSX Corp.

    8,098,199       628,987,116  

Cummins, Inc.

    1,560,696       329,556,567  

CVS Health Corp.

    13,827,873       807,547,783  

D.R. Horton, Inc.

    3,490,884       264,015,557  

Danaher Corp.

    6,656,508       1,433,345,868  

Darden Restaurants, Inc.

    1,373,983       138,415,047  

DaVita, Inc.(a)

    848,829       72,702,204  

Deere & Co.

    3,311,070       733,832,444  

Delta Air Lines, Inc.

    6,727,860       205,737,959  
 

 

See accompanying notes to financial statements.

 

38


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2020

 

 

Common Stocks   Shares     Value  

DENTSPLY SIRONA, Inc.

    2,340,459     $ 102,348,272  

Devon Energy Corp.

    4,086,315       38,656,540  

DexCom, Inc.(a)

    1,009,752       416,250,067  

Diamondback Energy, Inc.

    1,695,807       51,077,707  

Digital Realty Trust, Inc. REIT

    2,838,426       416,567,400  

Discover Financial Services

    3,232,053       186,748,022  

Discovery, Inc. Class A(a)

    1,656,564       36,063,398  

Discovery, Inc. Class C(a)

    3,346,989       65,600,984  

DISH Network Corp. Class A(a)

    2,692,712       78,169,429  

Dollar General Corp.

    2,626,572       550,582,023  

Dollar Tree, Inc.(a)

    2,493,200       227,728,888  

Dominion Energy, Inc.

    8,878,571       700,785,609  

Domino’s Pizza, Inc.

    406,386       172,827,838  

Dover Corp.

    1,530,088       165,769,734  

Dow, Inc.

    7,802,489       367,107,107  

DTE Energy Co.

    2,019,859       232,364,579  

Duke Energy Corp.

    7,774,243       688,486,960  

Duke Realty Corp. REIT

    3,880,306       143,183,291  

DuPont de Nemours, Inc.

    7,794,597       432,444,242  

DXC Technology Co

    2,694,087       48,089,453  

E*TRADE Financial Corp.

    2,386,749       119,456,787  

Eastman Chemical Co.

    1,441,437       112,605,058  

Eaton Corp. PLC

    4,231,553       431,745,353  

eBay, Inc.

    6,986,976       364,021,450  

Ecolab, Inc.

    2,615,312       522,643,950  
Common Stocks   Shares     Value  

Edison International

    3,998,487     $ 203,283,079  

Edwards Lifesciences Corp.(a)

    6,563,537       523,901,523  

Electronic Arts, Inc.(a)

    3,072,013       400,621,215  

Eli Lilly & Co.

    8,373,374       1,239,426,819  

Emerson Electric Co.

    6,320,938       414,463,905  

Entergy Corp.

    2,094,973       206,417,690  

EOG Resources, Inc.

    6,121,674       220,012,964  

Equifax, Inc.

    1,265,806       198,604,961  

Equinix, Inc. REIT

    936,438       711,814,617  

Equity Residential REIT

    3,611,786       185,392,975  

Essex Property Trust, Inc. REIT

    688,641       138,272,226  

Estee Lauder Cos., Inc. Class A

    2,377,680       518,928,660  

Etsy, Inc.(a)

    1,258,536       153,075,734  

Everest Re Group, Ltd.

    422,918       83,543,222  

Evergy, Inc.

    2,406,370       122,291,723  

Eversource Energy

    3,558,292       297,295,297  

Exelon Corp.

    10,224,961       365,644,605  

Expedia Group, Inc.

    1,456,039       133,504,216  

Expeditors International of Washington, Inc.

    1,791,695       162,184,231  

Extra Space Storage, Inc. REIT

    1,365,487       146,093,454  

Exxon Mobil Corp.

    44,597,143       1,531,019,919  

F5 Networks, Inc.(a)

    628,948       77,215,946  
 

 

See accompanying notes to financial statements.

 

39


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2020

 

 

Common Stocks   Shares     Value  

Facebook, Inc. Class A(a)

    25,359,393     $ 6,641,625,027  

Fastenal Co.

    6,001,005       270,585,315  

Federal Realty Investment Trust REIT

    734,755       53,960,407  

FedEx Corp.

    2,542,337       639,448,602  

Fidelity National Information Services, Inc.

    6,535,939       962,155,580  

Fifth Third Bancorp

    7,492,493       159,739,951  

First Republic Bank

    1,772,443       193,302,634  

FirstEnergy Corp.

    5,690,046       163,361,221  

Fiserv, Inc.(a)

    5,862,372       604,117,435  

FleetCor Technologies, Inc.(a)

    886,127       210,986,839  

FLIR Systems, Inc.

    1,412,621       50,642,463  

Flowserve Corp.

    1,346,204       36,737,907  

FMC Corp.

    1,367,044       144,783,630  

Ford Motor Co.

    41,072,176       273,540,692  

Fortinet, Inc.(a)

    1,419,356       167,214,330  

Fortive Corp.

    3,555,121       270,935,771  

Fortune Brands Home & Security, Inc.

    1,472,461       127,397,326  

Fox Corp. Class A

    3,695,710       102,851,609  

Fox Corp. Class B(a)

    1,682,916       47,071,161  

Franklin Resources, Inc.

    2,974,956       60,540,355  

Freeport-McMoRan, Inc.

    15,273,560       238,878,478  

Gap, Inc.

    2,269,914       38,656,635  

Garmin, Ltd.

    1,521,627       144,341,537  

Gartner, Inc.(a)

    935,366       116,873,982  

General Dynamics Corp.

    2,465,593       341,312,039  
Common Stocks   Shares     Value  

General Electric Co.

    91,830,719     $ 572,105,379  

General Mills, Inc.

    6,358,986       392,222,256  

General Motors Co.

    13,241,054       391,802,788  

Genuine Parts Co.

    1,531,727       145,774,459  

Gilead Sciences, Inc.

    13,223,542       835,595,619  

Global Payments, Inc.

    3,161,496       561,418,460  

Globe Life, Inc.(a)

    1,057,971       84,531,883  

Goldman Sachs Group, Inc.

    3,629,064       729,332,992  

Halliburton Co.

    9,267,879       111,677,942  

Hanesbrands, Inc.

    3,818,172       60,136,209  

Hartford Financial Services Group, Inc.

    3,794,761       139,874,890  

Hasbro, Inc.

    1,343,310       111,118,603  

HCA Healthcare, Inc.

    2,783,775       347,081,067  

Healthpeak Properties, Inc. REIT

    5,694,507       154,605,865  

Henry Schein, Inc.(a)

    1,544,076       90,760,787  

Hershey Co.

    1,560,579       223,693,394  

Hess Corp.

    2,883,339       118,015,065  

Hewlett Packard Enterprise Co.

    13,649,309       127,894,025  

Hilton Worldwide Holdings, Inc.

    2,924,785       249,542,656  

HollyFrontier Corp.

    1,562,258       30,792,105  

Hologic, Inc.(a)

    2,730,612       181,503,780  

Home Depot, Inc.

    11,353,901       3,153,091,847  
 

 

See accompanying notes to financial statements.

 

40


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2020

 

 

Common Stocks   Shares     Value  

Honeywell International, Inc.

    7,402,039     $ 1,218,449,640  

Hormel Foods Corp.

    2,931,898       143,340,493  

Host Hotels & Resorts, Inc. REIT

    7,565,639       81,633,245  

Howmet Aerospace, Inc.

    4,079,831       68,214,774  

HP, Inc.

    14,486,822       275,104,750  

Humana, Inc.

    1,392,301       576,259,461  

Huntington Bancshares, Inc.

    10,938,169       100,303,010  

Huntington Ingalls Industries, Inc.

    430,454       60,586,401  

IDEX Corp.

    786,502       143,465,830  

IDEXX Laboratories, Inc.(a)

    902,566       354,807,720  

IHS Markit, Ltd.(a)

    3,934,303       308,882,129  

Illinois Tool Works, Inc.

    3,041,434       587,635,463  

Illumina, Inc.(a)

    1,545,854       477,792,554  

Incyte Corp.(a)

    1,960,603       175,944,513  

Ingersoll-Rand PLC

    3,915,028       139,374,997  

Intel Corp.

    44,789,665       2,319,208,854  

Intercontinental Exchange, Inc.(b)

    5,919,844       592,280,392  

International Business Machines Corp.

    9,392,881       1,142,831,831  

International Flavors & Fragrances, Inc.

    1,125,303       137,793,352  

International Paper Co.

    4,139,271       167,806,046  
Common Stocks   Shares     Value  

Interpublic Group of Cos., Inc.

    4,061,952     $ 67,712,740  

Intuit, Inc.

    2,758,711       899,919,115  

Intuitive Surgical, Inc.(a)

    1,233,753       875,397,104  

Invesco, Ltd.

    3,925,616       44,791,279  

IPG Photonics Corp.(a)

    372,964       63,392,691  

IQVIA Holdings, Inc.(a)

    2,017,378       317,999,294  

Iron Mountain, Inc. REIT

    3,010,743       80,657,805  

J.M. Smucker Co.

    1,192,960       137,810,739  

Jack Henry & Associates, Inc.

    802,646       130,502,213  

Jacobs Engineering Group, Inc.

    1,376,071       127,658,107  

JB Hunt Transport Services, Inc.

    900,505       113,805,822  

Johnson & Johnson

    27,769,579       4,134,334,922  

Johnson Controls International PLC

    7,869,731       321,478,511  

JPMorgan Chase & Co.

    32,144,491       3,094,550,149  

Juniper Networks, Inc.

    3,530,776       75,911,684  

Kansas City Southern

    1,005,215       181,773,028  

Kellogg Co.

    2,620,251       169,242,012  

KeyCorp

    10,391,506       123,970,667  

Keysight Technologies, Inc.(a)

    1,969,163       194,513,921  

Kimberly-Clark Corp.

    3,609,929       533,042,116  

Kimco Realty Corp. REIT

    4,374,251       49,254,066  

Kinder Morgan, Inc.

    20,393,577       251,452,804  

KLA Corp.

    1,639,873       317,708,995  

Kraft Heinz Co.

    6,834,266       204,686,267  
 

 

See accompanying notes to financial statements.

 

41


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2020

 

 

Common Stocks   Shares     Value  

Kroger Co.

    8,205,051     $ 278,233,279  

L Brands, Inc.

    2,359,491       75,055,409  

L3Harris Technologies, Inc.

    2,283,642       387,853,757  

Laboratory Corp. of America Holdings(a)

    1,021,695       192,354,518  

Lam Research Corp.

    1,522,879       505,215,108  

Lamb Weston Holdings, Inc.

    1,537,047       101,860,105  

Las Vegas Sands Corp.

    3,464,241       161,641,485  

Leggett & Platt, Inc.

    1,361,005       56,032,576  

Leidos Holdings, Inc.

    1,403,561       125,127,463  

Lennar Corp. Class A

    2,896,520       236,587,754  

Lincoln National Corp.

    1,915,995       60,028,123  

Linde PLC

    5,541,207       1,319,527,623  

Live Nation Entertainment, Inc.(a)

    1,487,688       80,156,629  

LKQ Corp.(a)

    2,952,828       81,881,920  

Lockheed Martin Corp.

    2,594,619       994,465,570  

Loews Corp.

    2,560,501       88,977,410  

Lowe’s Cos., Inc.

    7,987,340       1,324,780,212  

LyondellBasell Industries NV Class A

    2,701,282       190,413,368  

M&T Bank Corp.

    1,353,034       124,600,901  

Marathon Oil Corp.

    8,474,125       34,659,171  

Marathon Petroleum Corp.

    6,831,286       200,429,931  

MarketAxess Holdings, Inc.

    396,583       190,990,407  

Marriott International, Inc. Class A

    2,804,987       259,685,696  
Common Stocks   Shares     Value  

Marsh & McLennan Cos., Inc.

    5,342,462     $ 612,780,391  

Martin Marietta Materials, Inc.

    655,840       154,358,502  

Masco Corp.

    2,790,797       153,856,639  

Mastercard, Inc. Class A

    9,317,171       3,150,787,717  

Maxim Integrated Products, Inc.

    2,847,721       192,534,417  

McCormick & Co., Inc.

    1,283,869       249,198,973  

McDonald’s Corp.

    7,848,478       1,722,662,436  

McKesson Corp.

    1,700,239       253,216,594  

Medtronic PLC

    14,187,228       1,474,336,734  

Merck & Co., Inc.

    26,694,350       2,214,296,333  

MetLife, Inc.

    8,137,470       302,469,760  

Mettler-Toledo International, Inc.(a)

    252,989       244,324,127  

MGM Resorts International

    4,318,449       93,926,266  

Microchip Technology, Inc.

    2,662,631       273,611,962  

Micron Technology, Inc.(a)

    11,766,433       552,551,694  

Microsoft Corp.

    79,819,345       16,788,402,834  

Mid-America Apartment Communities, Inc. REIT

    1,194,423       138,493,347  

Mohawk Industries, Inc.(a)

    630,929       61,572,361  

Molson Coors Brewing Co. Class B

    1,970,710       66,137,028  

Mondelez International, Inc. Class A

    15,065,292       865,501,025  
 

 

See accompanying notes to financial statements.

 

42


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2020

 

 

Common Stocks   Shares     Value  

Monster Beverage Corp.(a)

    3,893,821     $ 312,284,444  

Moody’s Corp.

    1,708,614       495,241,768  

Morgan Stanley

    12,668,633       612,528,406  

Mosaic Co.

    3,672,259       67,092,172  

Motorola Solutions, Inc.

    1,802,802       282,697,382  

MSCI, Inc.

    882,245       314,767,371  

Mylan NV(a)

    5,410,517       80,237,967  

Nasdaq, Inc.

    1,210,141       148,496,402  

National Oilwell Varco, Inc.

    4,020,349       36,424,362  

NetApp, Inc.

    2,410,320       105,668,429  

Netflix, Inc.(a)

    4,652,610       2,326,444,578  

Newell Brands, Inc.

    4,007,358       68,766,263  

Newmont Goldcorp Corp.

    8,490,725       538,736,501  

News Corp. Class A

    3,939,419       55,230,654  

News Corp. Class B

    1,299,871       18,172,197  

NextEra Energy, Inc.

    5,164,648       1,433,499,699  

Nielsen Holdings PLC

    3,689,286       52,314,075  

NIKE, Inc. Class B

    13,101,778       1,644,797,210  

NiSource, Inc.

    3,900,149       85,803,278  

Noble Energy, Inc.

    5,072,345       43,368,550  

Norfolk Southern Corp.

    2,690,825       575,809,642  

Northern Trust Corp.

    2,194,846       171,132,143  

Northrop Grumman Corp.

    1,635,376       515,944,774  

NortonLifeLock, Inc.

    6,233,683       129,909,954  

Norwegian Cruise Line Holdings, Ltd.(a)

    2,708,472       46,341,956  
Common Stocks   Shares     Value  

NRG Energy, Inc.

    2,667,401     $ 81,995,907  

Nucor Corp.

    3,188,451       143,033,912  

NVIDIA Corp.

    6,507,363       3,521,915,003  

NVR, Inc.(a)

    36,748       150,046,494  

O’Reilly Automotive, Inc.(a)

    784,941       361,920,596  

Occidental Petroleum Corp.

    8,829,623       88,384,526  

Old Dominion Freight Line, Inc.

    1,004,922       181,810,488  

Omnicom Group, Inc.

    2,291,533       113,430,884  

ONEOK, Inc.

    4,685,190       121,721,236  

Oracle Corp.

    20,391,186       1,217,353,804  

Otis Worldwide Corp.

    4,265,150       266,230,663  

PACCAR, Inc.

    3,623,657       309,025,469  

Packaging Corp. of America

    991,809       108,156,771  

Parker-Hannifin Corp.

    1,350,598       273,279,999  

Paychex, Inc.

    3,351,910       267,381,861  

Paycom Software, Inc.(a)

    516,232       160,703,022  

PayPal Holdings, Inc.(a)

    12,375,466       2,438,338,066  

Pentair PLC

    1,771,049       81,060,913  

People’s United Financial, Inc.

    4,690,855       48,362,715  

PepsiCo, Inc.

    14,604,461       2,024,178,295  

PerkinElmer, Inc.

    1,162,246       145,873,495  

Perrigo Co. PLC

    1,433,588       65,816,025  

Pfizer, Inc.

    58,610,850       2,151,018,195  

Philip Morris International, Inc.

    16,425,509       1,231,748,920  

Phillips 66

    4,618,198       239,407,384  

Pinnacle West Capital Corp.

    1,181,717       88,097,002  
 

 

See accompanying notes to financial statements.

 

43


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2020

 

 

Common Stocks   Shares     Value  

Pioneer Natural Resources Co.

    1,747,327     $ 150,252,649  

PNC Financial Services Group, Inc.

    4,488,450       493,325,540  

PPG Industries, Inc.

    2,485,871       303,475,132  

PPL Corp.

    8,096,914       220,317,030  

Principal Financial Group, Inc.

    2,722,750       109,645,143  

Procter & Gamble Co.

    26,259,079       3,649,749,390  

Progressive Corp.

    6,156,208       582,808,211  

Prologis, Inc. REIT

    7,768,288       781,645,139  

Prudential Financial, Inc.

    4,166,368       264,647,695  

Public Service Enterprise Group, Inc.

    5,293,930       290,689,696  

Public Storage REIT

    1,604,163       357,279,183  

PulteGroup, Inc.

    2,828,676       130,939,412  

PVH Corp.

    779,951       46,516,278  

Qorvo, Inc.(a)

    1,225,386       158,087,048  

QUALCOMM, Inc.

    11,900,451       1,400,445,074  

Quanta Services, Inc.(a)

    1,497,404       79,152,775  

Quest Diagnostics, Inc.

    1,398,793       160,147,811  

Ralph Lauren Corp.

    524,731       35,665,966  

Raymond James Financial, Inc.

    1,302,404       94,762,915  

Raytheon Co.

    16,113,004       927,142,250  

Realty Income Corp. REIT

    3,616,042       219,674,552  

Regency Centers Corp. REIT

    1,663,820       63,258,436  
Common Stocks   Shares     Value  

Regeneron Pharmaceuticals, Inc.(a)

    1,102,617     $ 617,222,944  

Regions Financial Corp.

    10,184,845       117,431,263  

Republic Services, Inc.

    2,216,643       206,923,624  

ResMed, Inc.

    1,501,173       257,346,087  

Robert Half International, Inc.

    1,238,832       65,583,766  

Rockwell Automation, Inc.

    1,214,850       268,093,098  

Rollins, Inc.

    1,481,750       80,296,033  

Roper Technologies, Inc.

    1,092,965       431,841,401  

Ross Stores, Inc.

    3,758,560       350,748,819  

Royal Caribbean Cruises, Ltd.

    1,879,323       121,648,578  

S&P Global, Inc.

    2,548,457       918,973,594  

salesforce.com, Inc.(a)

    9,598,180       2,412,214,598  

SBA Communications Corp. REIT

    1,184,763       377,323,320  

Schlumberger, Ltd.

    14,564,316       226,620,757  

Seagate Technology PLC

    2,354,089       115,985,965  

Sealed Air Corp.

    1,644,626       63,827,935  

Sempra Energy

    3,050,905       361,105,116  

ServiceNow, Inc.(a)

    2,017,421       978,449,185  

Sherwin-Williams Co.

    864,347       602,225,129  

Simon Property Group, Inc. REIT

    3,237,213       209,382,937  

Skyworks Solutions, Inc.

    1,764,586       256,747,263  
 

 

See accompanying notes to financial statements.

 

44


SPDR S&P 500® ETF Trust

Schedule of Investments (continued)

September 30, 2020

 

 

Common Stocks   Shares     Value  

SL Green Realty Corp. REIT

    772,591     $ 35,825,045  

Snap-on, Inc.

    577,105       84,909,459  

Southern Co.

    11,171,352       605,710,705  

Southwest Airlines Co.

    6,221,547       233,308,013  

Stanley Black & Decker, Inc.

    1,684,221       273,180,646  

Starbucks Corp.

    12,357,519       1,061,758,032  

State Street Corp.(c)

    3,723,303       220,903,567  

STERIS PLC

    859,113       157,709,959  

Stryker Corp.

    3,446,845       718,219,093  

SVB Financial Group(a)

    544,757       131,079,429  

Synchrony Financial

    5,680,312       148,653,765  

Synopsys, Inc.(a)

    1,595,211       341,343,250  

Sysco Corp.

    5,365,038